10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number 001-41966

GE Vernova Inc.

(Exact name of registrant as specified in its charter)

Delaware			92-2646542
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
58 Charles Street,	Cambridge,	MA	02141
(Address of principal executive offices)			(Zip Code)

(617) 674-7555

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	GEV	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No þ

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☑	Smaller reporting company	☐
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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

As of March 31, 2024, the last business day of the registrant’s most recently completed fiscal quarter, there was no established public market for the registrant’s common stock, par value $0.01 per share, and all of the registrant’s then outstanding shares were held by its former parent company. The registrant’s common stock began "regular way" trading on the New York Stock Exchange on April 2, 2024, the date its former parent distributed all of the shares of the registrant’s common stock it owned. There were 274,085,523 shares of common stock with a par value of $0.01 per share outstanding at April 26, 2024.

TABLE OF CONTENTS

			Page
Forward-Looking Statements			3
About GE Vernova			4
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)			4
Transition to Stand-alone Company			4
Results of Operations			5
Segment Operations			7
Other Combined Information			10
Capital Resources and Liquidity			10
Recently Issued Accounting Pronouncements			12
Critical Accounting Estimates			12
Non-GAAP Financial Measures			13
Controls and Procedures			15
Financial Statements and Notes			16
Combined Statement of Income (Loss)			16
Combined Statement of Financial Position			17
Combined Statement of Cash Flows			18
Combined Statement of Comprehensive Income (Loss)			19
Combined Statement of Changes in Equity			19
Note	1	Organization and Basis of Presentation	20
Note	2	Summary of Significant Accounting Policies	20
Note	3	Dispositions and Businesses Held for Sale	21
Note	4	Current and Long-Term Receivables	21
Note	5	Inventories, Including Deferred Inventory Costs	22
Note	6	Property, Plant, and Equipment	22
Note	7	Leases	22
Note	8	Goodwill and Other Intangible Assets	22
Note	9	Contract and Other Deferred Assets & Contract Liabilities and Deferred Income	22
Note	10	Current and All Other Assets	23
Note	11	Equity Method Investments	23
Note	12	Accounts Payable and Equipment Project Payables	24
Note	13	Postretirement Benefit Plans	24
Note	14	Current and All Other Liabilities	24
Note	15	Income Taxes	24
Note	16	Accumulated Other Comprehensive Income (Loss) (AOCI)	25
Note	17	Other Income (Expense) – Net	25
Note	18	Financial Instruments	25
Note	19	Variable Interest Entities	27
Note	20	Commitments, Guarantees, Product Warranties, and Other Loss Contingencies	27
Note	21	Restructuring and Other Charges	28
Note	22	Related Parties	29
Note	23	Segment Information	30
Note	24	Subsequent Events	31
Exhibits			33
Form 10-Q Cross Reference Index			34
Signatures			34

FORWARD-LOOKING STATEMENTS. The public communications and SEC filings of GE Vernova Inc. (the Company, GE Vernova, our, we or us) may contain statements related to future, not past, events. These forward-looking statements often address our current expected future business and financial performance and condition based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "estimate," "forecast," "target," "preliminary," or "range," and similar expressions. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as the benefits we expect from our lean operating model, including cost and operational efficiencies and improvements; our expectations regarding the energy transition; the increased demand for our products and services, their role in the energy transition and our ability to meet those demands; our expectations of future increased business, revenues and operating results; our ability to innovate and anticipate and address customer demands; our underwriting and risk management; our ability to manage inflationary pressures; benefits we expect to receive from the Inflation Reduction Act of 2022 (IRA); our acquisitions and dispositions; our investments in new product development, joint ventures and other collaborations with third parties; our restructuring program to reduce operational costs; our ability to novate or assign credit support provided by General Electric Company; and the sufficiency and expected uses of our cash, liquidity, and financing arrangements. Any forward-looking statement in this report speaks only as of the date on which it is made. Although we believe that the forward-looking statements contained in this report are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results, cash flows, or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to:

•Changes in macroeconomic and market conditions and market volatility, including risk of recession, inflation, supply chain constraints or disruptions, interest rates, the value of securities and other financial assets, oil, natural gas and other commodity prices and exchange rates, and the impact of such changes and volatility on the Company’s business operations, financial results, and financial position;

•Global economic trends, competition, and geopolitical risks, including impacts from the ongoing geopolitical conflicts (such as the Russia-Ukraine conflict and conflict in the Middle East), demand or supply shocks from events such as a major terrorist attack, natural disasters, or actual or threatened public health pandemics or other emergencies, or an escalation of sanctions, tariffs or other trade tensions, and related impacts on our supply chains and strategies;

•Actual or perceived quality issues or safety failures related to our complex and specialized products, solutions, and services;

•Market developments or customer actions that may affect our ability to achieve our anticipated operational cost savings and implement initiatives to control or reduce operating costs;

•Significant disruptions in the Company’s supply chain, including the high cost or unavailability of raw materials, components, and products essential to our business, and significant disruptions to our manufacturing and production facilities and distribution networks;

•Our ability to attract and retain highly qualified personnel;

•Our ability to obtain, maintain, protect, and effectively enforce our intellectual property rights;

•Our capital allocation plans, including the timing and amount of dividends, share repurchases, acquisitions, organic investments, and other priorities;

•Downgrades of our credit ratings or ratings outlooks, or changes in rating application or methodology, and the related impact on the Company’s funding profile, costs, liquidity, and competitive position;

•Shifts in market and other dynamics related to electrification, decarbonization, or sustainability;

•The amount and timing of our cash flows and earnings, which may be impacted by macroeconomic, customer, supplier, competitive, contractual, and other dynamics and conditions;

•Actions by our joint venture arrangements, consortiums, and similar collaborations with third parties for certain projects that result in additional costs and obligations;

•Any reductions or modifications to, or the elimination of, governmental incentives or policies that support renewable energy and energy transition innovation and technology;

•Our ability to develop and introduce new technologies to meet market demand and evolving customer needs, which depends on many factors, including the ability to obtain any required permits, licenses, and registrations;

•Changes in law, regulation, or policy that may affect our businesses, such as trade policy and tariffs, regulation and incentives related to sustainability, climate change (including the impact or status of the IRA and other policies), environmental, health and safety laws, and the effects of tax law changes;

•Our ability and challenges to manage the transition as a newly stand-alone public company or achieve some or all of the benefits we expect to achieve from such transition;

•The risk of an active trading market not developing or being sustained or significant volatility in our stock price; and

•The impact related to information technology, cybersecurity, or data security breaches at GE Vernova or third parties.

These or other uncertainties may cause our actual future results to be materially different than those expressed in our forward-looking statements, and these and other factors are more fully discussed in the “Risk Factors” and "Management's Discussion and Analysis of Financial Condition and Results of Operations" sections included in our information statement dated March 8, 2024, which was furnished as Exhibit 99.1 to a Current Report on Form 8-K furnished with the Securities and Exchange Commission (SEC) on March 8, 2024 (the Information Statement), as may be updated from time to time in our SEC filings and as posted on our website at www.gevernova.com/investors/fls. There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statement that we make. We do not undertake any obligation to update or revise our forward-looking statements except as may be required by law or regulation.

2024 1Q FORM 10-Q 3

ABOUT GE VERNOVA. GE Vernova Inc. is a global leader in the electric power industry, with products and services that generate, transfer, orchestrate, convert, and store electricity. We design, manufacture, deliver, and service technologies to create a more reliable and sustainable electric power system, enabling electrification and decarbonization, underpinning the progress and prosperity of the communities we serve. We are a purpose-built company, uniquely positioned with a scope and scale of solutions to accelerate the energy transition, while servicing and growing our installed base and strengthening our own profitability and shareholder returns. We have a strong history of innovation which is a key strength enabling us to meet our customers’ needs. GE Vernova innovates and invests across our broad portfolio of technologies to help our customers meet growing demand for electricity generation and reduce the carbon intensity of power grids and electricity supply, while maintaining or improving system reliability, affordability, and sustainability. Today, approximately 30% of the world’s electricity is generated using GE Vernova’s installed base of technologies.

We report three business segments that are aligned with the nature of equipment and services they provide, specifically Power, Wind, and Electrification. Within our segments, Power includes gas, nuclear, hydro, and steam technologies, providing a critical foundation of dispatchable, flexible, stable, and reliable power. Our Wind segment includes our wind generation technologies, inclusive of onshore and offshore wind turbines and blades. Electrification includes grid solutions, power conversion, electrification software, and solar and storage solutions technologies required for the transmission, distribution, conversion, storage, and orchestration of electricity from point of generation to point of consumption.

Our corporate headquarters is located at 58 Charles Street, Cambridge, Massachusetts 02141, and our telephone number is (617) 674-7555. Our website address is www.gevernova.com. Information contained on, or that can be accessed through, our website is not part of, and is not incorporated into, this Quarterly Report on Form 10-Q. Our website at www.gevernova.com/investors contains a significant amount of information about GE Vernova, including financial and other information for investors. We encourage investors to visit this website from time to time, as information is updated, and new information is posted.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (MD&A). The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our combined financial statements, which are prepared in conformity with U.S. generally accepted accounting principles (GAAP), and corresponding notes included elsewhere in this Quarterly Report on Form 10-Q. The following discussion and analysis provides information that management believes to be relevant to understanding the financial condition and results of operations of the Company for the three months ended March 31, 2024 and 2023. The below discussion should be read alongside the Management’s Discussion and Analysis of Financial Condition and Results of Operations and our audited combined financial statements and corresponding notes for the year ended December 31, 2023, included in the Information Statement. Unless otherwise noted, tables are presented in U.S. dollars in millions, except for per-share amounts which are presented in U.S. dollars. Certain columns and rows within tables may not add due to the use of rounded numbers. Percentages presented in this report are calculated from the underlying numbers in millions. Unless otherwise noted, statements related to changes in operating results relate to the corresponding period in the prior year.

In the accompanying analysis of financial information, we sometimes use information derived from combined financial data but not presented in our financial statements prepared in accordance with GAAP. Certain of these data are considered “non-GAAP financial measures” under SEC rules. See the Non-GAAP Financial Measures section for the reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures.

TRANSITION TO STAND-ALONE COMPANY.

Relationship with GE. We completed our separation from General Electric Company (GE), which is now known as GE Aerospace, on April 2, 2024 (the Spin-Off). Prior to the Spin-Off, we were wholly owned by GE and our business and operations were a part of GE. In connection with the Spin-Off, GE distributed all of the shares of our common stock to its shareholders and we became an independent public company. Historically, as a business of GE, we relied on GE to manage certain of our operations and provide certain services, the costs of which were either allocated or directly billed to us. Accordingly, our historical costs for such services may not necessarily reflect the actual expenses we would have incurred, or will incur, as an independent company. Management believes that the expense and cost allocations have been determined on a basis that is a reasonable reflection of the utilization of services provided or the benefit we received. The amounts that would have been, or will be, incurred on a stand-alone basis could materially differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees, or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had we operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities.

In connection with the Spin-Off, we entered into the Separation and Distribution Agreement and certain other agreements with GE, including a Transition Services Agreement, a Tax Matters Agreement, an Employee Matters Agreement, a Trademark License Agreement, an Intellectual Property Cross License Agreement, a Real Estate Matters Agreement, and a Framework Investment Agreement, as described in the section of the Information Statement entitled “Certain Relationships and Related Person Transactions.” We generally expect to be able to utilize GE’s services for a transitional period following the Spin-Off and intend to replace these services over time with services supplied either internally or by third parties. The expenses for the services we receive from GE initially, and then internally or by third parties, may vary from the historical costs directly billed and allocated by GE to us for the same services. Addressing the needs that arise from becoming a stand-alone company will require significant resources, including time and attention from our senior management and others throughout the Company. We will continue to monitor potential separation dis-synergies and we have incurred, and anticipate we will further incur, certain one-time costs associated with creating our own capabilities to manage operations and provide certain services we previously received as part of GE.

2024 1Q FORM 10-Q 4

Stand-Alone Company Expenses. In connection with the Spin-Off, we became subject to the requirements of the federal and state securities laws and stock exchange requirements. We have begun to establish additional procedures and practices as a stand-alone public company. As a result, we have started to and will continue to incur additional expenditures consisting primarily of employee-related costs, costs to establish certain stand-alone functions and information technology systems, and other transaction-related costs. Additionally, we have incurred and will further incur related incremental costs, including those related to external reporting, internal audit, treasury, investor relations, board of directors and officers, and stock administration, as well as costs from expanding the services of existing functions, such as information technology, finance, supply chain, human resources, legal, tax, facilities, branding, security, government relations, community outreach, and insurance. In line with our long-term cost strategy, we will continue to look for operational cost improvement opportunities as a stand-alone company by utilizing our lean culture and innovative technologies to drive lower costs and increased productivity levels across our business and corporate functions.

Production Tax Credit Investments. Our Financial Services business offers a wide range of financial solutions to customers and projects that utilize our Power and Wind products and services. These solutions include making minority investments in projects, often through common or preferred equity investments where we generally seek to exit as soon as practicable once a project achieves commercial operation. Many other investments are in renewable energy U.S. tax equity vehicles that generate various tax credits, including production tax credits (PTCs), which can be used to offset an equity partner’s tax liabilities in the United States and support the overall target return on investment. Beginning in 2023, the Inflation Reduction Act (IRA) allows taxpayers that qualify for this tax credit the ability to sell, or transfer, credits for cash.

As of March 31, 2024, we had investments of $1.2 billion in renewable energy commercial projects that generated tax credits of $0.1 billion for the three months ended March 31, 2024. Historically, we received cash from GE for any utilizable PTCs as part of GE’s intercompany cash tax settlement process that occurred later during each calendar year, at which time we would reflect operating cash inflow. In connection with the Spin-Off, all renewable energy U.S. tax equity investments that generate PTCs and any tax attributes from historical tax equity investing activity were retained by GE, and our Financial Services business manages such investments under the Framework Investment Agreement between us and GE. For more information about the Framework Investment Agreement, refer to the "Certain Relationships and Related Person Transactions—Agreements with GE—Framework Investment Agreement" section of the Information Statement.

RESULTS OF OPERATIONS.

Summary of First Quarter 2024 Results. As of March 31, 2024, remaining performance obligations (RPO) increased $0.7 billion from December 31, 2023. For the three months ended March 31, 2024, total revenues were $7.3 billion, an increase of $0.4 billion for the quarter. Net income (loss) was $(0.1) billion, a decrease of $0.2 billion in net loss for the quarter, and net income (loss) margin was (1.5)%. Earnings (loss) per share was $(0.47) for the three months ended March 31, 2024, a decrease in the loss per share of $0.68 for the quarter. Cash flows from (used for) operating activities were $(0.4) billion and $(0.7) billion for the three months ended March 31, 2024 and 2023, respectively.

For the three months ended March 31, 2024, Adjusted EBITDA* was $0.2 billion, an increase of $0.4 billion. Adjusted net income* was $(0.1) billion, an increase of $0.3 billion for the three months ended March 31, 2024. Adjusted earnings (loss) per share* was $(0.41) for the three months ended March 31, 2024, a decrease in the loss per share of $0.84 for the quarter. Free cash flow* was $(0.7) billion and $(0.8) billion for the three months ended March 31, 2024 and 2023, respectively.

RPO, a measure of backlog, includes unfilled customer orders for equipment and services, excluding any purchase order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. Services RPO includes the estimated life of contract sales related to long-term service agreements which remain unsatisfied at the end of the reporting period, excluding contracts that are not yet active. Services RPO also includes the estimated amount of unsatisfied performance obligations for time and material agreements, material services agreements, spare parts under purchase order, multi-year maintenance programs, and other services agreements, excluding any order that provides the customer with the ability to cancel or terminate without incurring a substantive penalty. See Note 9 in the Notes to the combined financial statements for further information.

RPO	March 31, 2024		December 31, 2023		March 31, 2023
Equipment	$	42,210	$	40,478	$	35,252
Services	74,083		75,120		72,968
Total RPO	$	116,293	$	115,598	$	108,221

As of March 31, 2024, RPO increased $0.7 billion (1%) from December 31, 2023, primarily at Electrification, from new orders outpacing revenues at Grid Solutions; partially offset at Power due to decreases in Hydro Power equipment, Steam Power equipment, and Gas Power services that were partially offset by Gas Power equipment orders outpacing revenue; and decreases in Wind at both Onshore Wind and Offshore Wind. RPO increased $8.1 billion (7%) from March 31, 2023 primarily at Electrification by $6.4 billion where Grid Solutions received several large high-voltage direct current (HVDC) orders and where new orders outpaced revenues across all businesses; at Power due to increases in Gas Power equipment and growth in Gas Power services; and at Wind where orders exceeded revenues at Onshore Wind due to a large order in the United States, partially offset by revenues exceeding orders at Offshore Wind.

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 5

	Three months ended March 31
REVENUES	2024		2023
Equipment revenues	$	3,617	$	3,489
Services revenues	3,642		3,333
Total revenues	$	7,260	$	6,822

For the three months ended March 31, 2024, total revenues increased $0.4 billion (6%). Equipment revenues increased primarily at Electrification due to higher equipment revenues at Grid Solutions; partially offset by decreases at Wind as fewer units were delivered at Onshore Wind, partially offset by increases at Offshore Wind. Services revenues increased primarily at Power due to growth in Gas Power from higher outages and favorable price.

Organic revenues* exclude the effects of acquisitions, dispositions, and foreign currency. Excluding these effects, organic revenues* increased $0.3 billion, with organic equipment revenues* increasing $0.1 billion (2%) and organic services revenues* increasing $0.3 billion (8%). Organic revenues* increased at Electrification and Power, partially offset by Wind.

	Three months ended March 31
EARNINGS (LOSS)	2024		2023
Operating income (loss)	$	(289)	$	(469)
Net income (loss)	(106)		(346)
Net income (loss) attributable to GE Vernova	(130)		(315)
Adjusted EBITDA*	189		(185)
Adjusted net income*	(88)		(373)
Earnings (loss) per share(a)	(0.47)		(1.15)
Adjusted earnings (loss) per share*(a)	(0.41)		(1.25)

(a) Reflects earnings (loss) per share on a basic and diluted basis. On April 2, 2024, there were approximately 274 million shares of GE Vernova common stock outstanding. The computation of earnings (loss) per common share for all periods through March 31, 2024 was calculated using 274 million common shares and is net of Net loss (income) attributable to noncontrolling interests. For periods prior to the Spin-Off, the Company participated in various GE stock-based compensation plans. It is assumed that there are no dilutive equity instruments in prior periods as there were no equity awards of GE Vernova outstanding prior to Spin-Off. Outstanding equity instruments may convert into equity instruments of the Company after the Spin-Off and be included in the diluted earnings per share calculation in future reporting periods to the extent such equity instruments are dilutive.

For the three months ended March 31, 2024, operating income (loss) was $(0.3) billion, a $0.2 billion decrease in the operating loss for the quarter, primarily due to an increase in segment results at Power of $0.1 billion, primarily attributable to higher outages and favorable price in Gas Power services; at Wind of $0.1 billion, primarily due to improved pricing and the impact of cost reduction activities at Onshore Wind; and at Electrification of $0.1 billion, primarily due to higher volume, productivity, and price at Grid Solutions.

Net income (loss) was $(0.1) billion, a $0.2 billion decrease in the net loss for the quarter, primarily due to a decrease in the operating loss of $0.2 billion and an increase in other income of $0.1 billion, partially offset by an increase in provision for income taxes of $0.1 billion.

Adjusted EBITDA* and Adjusted EBITDA margin* were $0.2 billion and 2.6%, respectively, for the three months ended March 31, 2024, an increase of $0.4 billion and 5.3%, respectively. Adjusted net income* was $(0.1) billion, an increase of $0.3 billion. The changes were primarily driven by increases in segment results in Power, Wind, and Electrification.

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 6

SEGMENT OPERATIONS. Refer to the Information Statement for further information regarding our determination of segment EBITDA.

	Three months ended March 31
SUMMARY OF REPORTABLE SEGMENTS	2024		2023		V	%
Power	$	4,035	$	3,821	6	%
Wind	1,639		1,751		(6)
Electrification	1,651		1,331		24
Eliminations and other	(65)		(81)		20
Total revenues	$	7,260	$	6,822	6	%
Segment EBITDA
Power	$	345	$	177	95	%
Wind	(173)		(260)		33
Electrification	66		(30)		F
Corporate and other(a)	(49)		(72)		32
Adjusted EBITDA*(b)	$	189	$	(185)	F

(a) Includes our Financial Services business and other general corporate expenses, including costs required to operate as a stand-alone public company.

(b) Refer to "—Non-GAAP Financial Measures" for additional information related to Adjusted EBITDA*. Adjusted EBITDA* includes interest and other financial charges and the benefit for income taxes of Financial Services as this business is managed on an after-tax basis due to its strategic investments in tax equity investments.

POWER. We believe gas power will play a critical role in the energy transition by providing a critical foundation of reliable and dispatchable power. Although market factors related to the energy transition, such as greater renewable energy penetration and the adoption of climate change-related policies continue to evolve, we expect the gas power market to remain stable over the next decade with gas power generation continuing to grow low single digits. We remain focused on our underwriting discipline and risk management to ensure we are securing deals that meet our financial hurdles, where we have high confidence in delivering for our customers.

During the three months ended March 31, 2024, GE Vernova gas turbine utilization was up low single digits, with strength in the U.S. from overall demand increase, partially offset by lower utilization in Europe due to increases in nuclear and hydro power as well as new renewables capacity growth. Global electricity demand was up low-single digits.

As we work in emerging markets, there could be uncertainty in the timing of deal closures due to financing and other complexities. Power has proactively managed the impact of inflationary pressure by deploying lean initiatives to drive cost productivity measures, collaborating with our suppliers and adjusting the pricing of our products and services. Given the long-cycle nature of the business, we expect the impact of inflation will continue to be challenging and we will continue to take actions to manage it.

In the first quarter of 2022, we signed a non-binding memorandum of understanding for our Steam Power business to sell a part of its nuclear activities to Electricité de France S.A. (EDF), which resulted in a reclassification of that business to held for sale. In the fourth quarter of 2022, we signed a binding agreement to sell a portion of our Steam business to EDF. We are working with EDF to complete the sale as soon as possible, subject to regulatory approvals and other closing conditions. In the second quarter of 2023, our Gas Power business acquired Nexus Controls, a business specializing in aftermarket control system upgrades and controls field services that is expected to strengthen our quality, service, and delivery of our customers' assets.

We continue to invest in new product development. In Nuclear Power, we have signed an agreement with a customer for the deployment of small modular nuclear reactor technology, the first commercial contract in North America, with the potential to enable reductions in nuclear power plant costs and cycle times. In Gas Power, we continue to invest for the long-term, including decarbonization pathways that will provide customers with cleaner, more reliable power. As of March 31, 2024, our fundamentals remained strong with approximately $72.8 billion in RPO and a gas turbine installed base of approximately 7,000 units with approximately 1,700 units under long-term service agreements with an average remaining contract life of approximately 10 years. As of March 31, 2024, we had 29 HA-Turbines in RPO and 94 HA-Turbines in our installed base with over two million operating hours.

	Three months ended March 31
Sales in units	2024	2023
Gas Turbines	17	23
Heavy-Duty Gas Turbines	10	18
HA-Turbines	1	4
Aeroderivatives	7	5
Gas Turbine Gigawatts	2.3	3.6

RPO	March 31, 2024		December 31, 2023		March 31, 2023
Equipment	$	14,394	$	13,636	$	13,992
Services	58,389		59,338		57,198
Total RPO	$	72,783	$	72,974	$	71,190

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 7

RPO as of March 31, 2024 decreased $0.2 billion (0.3%) from December 31, 2023, primarily due to decreases in Hydro Power equipment, Steam Power equipment, and Gas Power services, partially offset by increases in Gas Power Heavy-Duty Gas Turbines and Aeroderivative equipment orders outpacing revenue. RPO increased $1.6 billion (2%) from March 31, 2023, primarily in Gas Power driven by increases in services and equipment, partially offset by decreases in Hydro Power equipment, Nuclear Power services, and Steam Power equipment due to the ongoing exit of new build coal activity.

	Three months ended March 31
SEGMENT REVENUES AND EBITDA	2024			2023
Gas Power	$	3,041		$	2,882
Nuclear Power	229			221
Hydro Power	181			178
Steam Power	584			540
Total segment revenues	$	4,035		$	3,821
Equipment	$	1,201		$	1,180
Services	2,833			2,641
Total segment revenues	$	4,035		$	3,821
Segment EBITDA	$	345		$	177
Segment EBITDA margin	8.6		%	4.6		%

For the three months ended March 31, 2024, segment revenues were up $0.2 billion (6%) and segment EBITDA was up $0.2 billion (95%).

Segment revenues increased $0.2 billion (4%) organically*, primarily due to an increase in Gas Power services from higher outages and favorable price.

Segment EBITDA increased $0.1 billion (64%) organically*, primarily due to an increase in Gas Power services where volume, price, and productivity more than offset the impact of inflation.

WIND. In our Wind segment, we create value by engineering, manufacturing, and commercializing wind turbines, an important technology playing a role in the energy transition as we decarbonize the world's energy sector. As we focus on providing carbon-free electricity reliably and at scale, we have simplified our portfolio of product offerings, focusing on fewer and more reliable workhorse products. Workhorse products, which include our 2.8-127m, 3.6-154m, and 6.1-158m onshore units, and our Haliade-250m offshore units, account for approximately 70% of our equipment RPO in Onshore Wind and Offshore Wind, of which equipment RPO Onshore Wind and Offshore Wind make up approximately 70% and 30%, respectively. Included in our RPO at March 31, 2024 are services agreements on approximately 25,000 of our onshore wind turbines, from an installed base of approximately 56,000 units.

At Onshore Wind, we are focused on improving our overall fleet availability. We are reducing product variants and deploying repairs and other corrective measures across the fleet. Concurrently, we intend to operate in fewer geographies and focus on those geographic regions that align better with our products and supply chain footprint, positioning our workhorse products to targeted markets. Our volume mix has shifted towards the United States, currently representing 70% of Onshore Wind's equipment RPO, while our international volume has become smaller and more profitable. Specifically in the United States, the IRA introduced new, and extended existing, tax incentives for at least 10 years, significantly improving project economics for our customers and turbine producers. Our projects in the United States generally benefit from customers and the IRA. Finally, we are continuing our restructuring program to reduce our operating costs and are seeing the benefits both operationally and financially.

The offshore wind industry, where we expect global growth through the coming decades, currently faces challenges as companies attempt to increase output and reduce cost. In our Offshore Wind business, we continue to experience pressure related to our product and project costs as we deliver on our existing backlog. Although we are deploying countermeasures to combat these pressures and are committed to driving productivity and cost improvement for our new larger turbines, changes in execution timelines or other adverse developments likely could have an adverse effect on our cash collection timelines and contract profitability, and could result in further losses beyond the amounts that we currently estimate.

	Three months ended March 31
Onshore and Offshore Wind sales in units	2024	2023
Wind Turbines	252	405
Wind Turbine Gigawatts	1.1	1.5
Repower Units	—	50

RPO	March 31, 2024		December 31, 2023		March 31, 2023
Equipment	$	13,119	$	13,709	$	12,433
Services	13,045		13,240		13,493
Total RPO	$	26,164	$	26,949	$	25,926

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 8

RPO as of March 31, 2024 decreased $0.8 billion (3%) from December 31, 2023 primarily due to decreases at Offshore Wind as we continue to execute on our contracts, and at Onshore Wind as revenues outpaced orders. RPO increased $0.2 billion (1%) from March 31, 2023 primarily due to increases at Onshore Wind driven by a large order in the United States, partially offset by a decrease in Offshore Wind where revenues outpaced orders as we continue to execute on our contracts, and decreases in the Onshore Wind international market as revenues outpaced orders as we decrease the number of geographies in which we operate.

	Three months ended March 31
SEGMENT REVENUES AND EBITDA	2024			2023
Onshore Wind	$	1,059		$	1,422
Offshore Wind	441			249
LM Wind Power	139			80
Total segment revenues	$	1,639		$	1,751
Equipment	$	1,232		$	1,414
Services	407			336
Total segment revenues	$	1,639		$	1,751
Segment EBITDA	$	(173)		$	(260)
Segment EBITDA margin	(10.6)		%	(14.8)		%

For the three months ended March 31, 2024, segment revenues were down $0.1 billion (6%) and segment EBITDA was up $0.1 billion (33%).

Segment revenues decreased $0.1 billion (7%) organically*, primarily from Onshore Wind equipment, as fewer units were delivered in the period, partially offset by higher equipment revenues at Offshore Wind as we continue to execute on our remaining performance obligation and higher Wind services.

Segment EBITDA increased $0.1 billion (34%) organically*, primarily due to Onshore Wind through improved pricing and the impact of cost reduction activities.

ELECTRIFICATION. We continue to experience robust demand for our systems, equipment, and services across all businesses. Demand continues to increase for large scale transmission-related equipment to interconnect renewables and move bulk power. For example, Grid Solutions signed a significant agreement to supply two HVDC converter stations as part of a subsea link which will bring renewable energy from the northern part of the United Kingdom to utilization centers in the south. We also benefited from higher growth in orders from other transmission activities within our Grid Solutions business.

Although supply chain constraints have started to ease, electronic component availability has kept customer lead-times at elevated levels. We are proactively managing the impacts of inflationary pressure by deploying lean initiatives to drive cost productivity and reduce lead-times, partnering with our suppliers, and adjusting the pricing of our offerings. Due to the long-cycle nature of our business, we expect the impact of inflation to continue to be challenging and we will continue to take actions to manage it.

Our Grid Solutions business is positioned to support grid expansion and modernization needs globally. We secured a position in the rapidly growing offshore interconnection market with new products and technology supporting a 2 GW HVDC solution standard and are developing new technology, such as grid-forming static synchronous compensators and SF6-free switchgears, that solves for a denser, more resilient, stable, and efficient electric grid with lower future greenhouse gas emissions.

RPO	March 31, 2024		December 31, 2023		March 31, 2023
Equipment	$	14,849	$	13,233	$	8,875
Services	3,221		3,109		2,836
Total RPO	$	18,069	$	16,342	$	11,711

RPO as of March 31, 2024 increased $1.7 billion (11%) from December 31, 2023 primarily at Grid Solutions due to orders outpacing revenues. RPO increased $6.4 billion (54%) from March 31, 2023 primarily driven by several HVDC orders at Grid Solutions and orders outpacing revenues across all businesses.

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 9

	Three months ended March 31
SEGMENT REVENUES AND EBITDA	2024			2023
Grid Solutions	$	1,109		$	835
Power Conversion	235			183
Electrification Software	206			218
Solar & Storage Solutions	101			95
Total segment revenues	$	1,651		$	1,331
Equipment	$	1,230		$	928
Services	421			403
Total segment revenues	$	1,651		$	1,331
Segment EBITDA	$	66		$	(30)
Segment EBITDA margin	4.0		%	(2.3)		%

For the three months ended March 31, 2024, segment revenues were up $0.3 billion (24%) and segment EBITDA was up $0.1 billion.

Segment revenues increased $0.3 billion (21%) organically*, led by growth in equipment at Grid Solutions.

Segment EBITDA increased $0.1 billion organically*, primarily at Grid Solutions due to higher volume, productivity, and price.

OTHER COMBINED INFORMATION

Gross Profit and Gross Margin. Gross profit was $1.2 billion and $0.9 billion and gross margin was 15.8% and 13.5% for the three months ended March 31, 2024 and 2023, respectively. The increase in gross profit was due to an increase at Power due to an increase in Gas Power services from higher outages and favorable price, an increase in Electrification due to higher volume, productivity, and price at Grid Solutions, and an increase in Wind through improved pricing and the impact of cost reduction activities at Onshore Wind.

Selling, General, and Administrative. Selling, general, and administrative costs were $1.2 billion and $1.2 billion and comprised 16.6% and 17.4% of revenues for the three months ended March 31, 2024 and 2023, respectively. An increase in costs attributable to higher corporate costs required to operate as a stand-alone public company was offset by ongoing cost reduction initiatives in each of the businesses.

Restructuring and Other Charges. We continuously evaluate our cost structure and are implementing several restructuring and process transformation actions considered necessary to simplify our organizational structure. See Note 21 in the Notes to the combined financial statements for further information.

Interest and Other Financial Charges – Net. Interest and other financial charges – net was less than $0.1 billion for both the three months ended March 31, 2024 and 2023.

Income Taxes. The effective tax rate was (10.4)% for the three months ended March 31, 2024 compared to 16.6% for the three months ended March 31, 2023. See Note 15 in the Notes to the combined financial statements for further information.

CAPITAL RESOURCES AND LIQUIDITY. Historically, we participated in cash pooling and other financing arrangements with GE to manage liquidity and fund our operations, the effect of which is presented as Net parent investment in our combined financial statements included elsewhere in this Quarterly Report on Form 10-Q.

As a result of completing the Spin-Off, we no longer participate in these arrangements and our Cash, cash equivalents, and restricted cash are held and used solely for our own operations. Our capital structure, long-term commitments, and sources of liquidity have changed significantly from our historical practices. In connection with the Spin-Off, we received cash from GE of $0.8 billion through a cash contribution of $0.5 billion to fund future GE Vernova operations and a cash transfer of $0.3 billion restricted in connection with certain legal matters associated with legacy GE operations, such that our cash balance on the date of the completion of the Spin-Off was approximately $4.2 billion, of which $0.1 billion was reported in Assets of business held for sale related to the planned sale of a portion of our Steam business to EDF, and of which approximately $1.1 billion of cash was held in countries with currency control restrictions and $0.4 billion was restricted use cash. In addition, we have access to a $3.0 billion committed credit facility. See “—Capital Resources and Liquidity—Debt” below for additional information. We believe our existing cash at the Spin-Off, cash flows generated from operations, and committed credit facility will be responsive to the needs of our current and planned operations for at least the next 12 months.

Combined Statement of Cash Flows. The most significant source of cash flows from operations is customer-related activities, the largest of which is collecting cash resulting from equipment or services sales. The most significant operating uses of cash are to pay our suppliers, employees, tax authorities, and postretirement plans. We measure ourselves on a free cash flow* basis. We believe that free cash flow* provides management and investors with an important measure of our ability to generate cash on a normalized basis. Free cash flow* also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations; however, free cash flow* does not delineate funds available for discretionary uses as it does not deduct the payments required for certain investing and financing activities.

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 10

We typically invest in property, plant, and equipment (PP&E) over multiple periods to support new product introductions and increases in manufacturing capacity and to perform ongoing maintenance of our manufacturing operations. We believe that while PP&E expenditures will fluctuate period to period, we will need to maintain a material level of net PP&E spend to maintain ongoing operations and growth of the business.

	Three months ended March 31
FREE CASH FLOW (NON-GAAP)	2024		2023
Cash from (used for) operating activities (GAAP)	$	(444)	$	(690)
Add: Gross additions to property, plant, and equipment and internal-use software	(217)		(124)
Free cash flow (Non-GAAP)	$	(661)	$	(814)

Cash used for operating activities was $0.4 billion and $0.7 billion for the three months ended March 31, 2024 and 2023, respectively.

Cash used for operating activities decreased by $0.2 billion in 2024 compared to 2023 primarily driven by: an increase of $0.6 billion in contract liabilities and current deferred income due to higher collections at Onshore Wind in Wind and Grid Solutions in Electrification; and a $0.3 billion lower net loss (after adjusting for depreciation of PP&E, amortization of intangible assets, and non-operating benefit income on our principal pension plans); partially offset by $0.4 billion of reductions in due to related parties driven by higher settlements of payables with GE in preparation for the Spin-Off; and current contract assets of $0.2 billion, driven by higher revenue recognition on our long-term equipment agreements.

Cash used for operating activities for the three months ended March 31, 2024 included a $0.5 billion outflow from changes in working capital. The cash outflow from changes in working capital was primarily driven by: an increase in inventory of $0.7 billion in Gas Power at Power and Onshore Wind at Wind to support fulfillment and deliveries expected in the second half of 2024; a decrease in due to related parties of $0.4 billion due to settlements of payables with GE in preparation for the Spin-Off; an increase in current contract assets of $0.3 billion driven by revenue recognition exceeding billings, primarily in our Offshore Wind business at Wind; and a decrease in accounts payable and equipment project accruals of $0.3 billion due to higher disbursements than volume across all businesses; partially offset by an increase of $0.9 billion in contract liabilities and current deferred income as a result of down payments and collections on several large projects in Onshore Wind at Wind, Gas Power at Power and Grid Solutions at Electrification; and a decrease in current receivables of $0.4 billion driven by benefits arising from the IRA related to advanced manufacturing credits of $0.2 billion and collections outpacing billings, primarily in Power.

Cash used for operating activities for the three months ended March 31, 2023 included a $0.2 billion outflow from changes in working capital. The cash outflow from changes in working capital was primarily driven by: an increase of $0.7 billion of inventory due to inventory build in Onshore Wind and Offshore Wind at Wind and Gas Power at Power; and a decrease in accounts payable and equipment project payables of $0.3 billion, driven by higher disbursements in Onshore Wind at Wind, partially offset by higher material inputs in Gas Power at Power; partially offset by a $0.6 billion decrease in current receivables driven by collections outpacing billings primarily in Gas Power at Power and Onshore Wind at Wind; and an increase in contract liabilities and current deferred income of $0.3 billion as a result of project collections and down payments in Power, Wind, and Electrification outpacing revenue recognition.

Cash used for investing activities was $0.3 billion and less than $0.1 billion for the three months ended March 31, 2024 and 2023, respectively.

Cash used for investing activities increased by $0.2 billion in 2024 compared to 2023 primarily driven by: a $0.1 billion increase in cash used for additions to PP&E and internal-use software; and a $0.1 billion increase in net purchases of equity method investments primarily driven by higher contributions to investments at our Financial Services business. Cash used for additions to PP&E and internal-use software, which is a component of free cash flow*, was $0.2 billion and $0.1 billion for the three months ended March 31, 2024 and 2023, respectively.

Cash from financing activities was $1.9 billion and $0.7 billion for the three months ended March 31, 2024 and 2023, respectively, inclusive of $2.0 billion and $0.7 billion, respectively, of transfers from (to) parent.

Material Cash Requirements. In the normal course of business, we enter into contracts and commitments that oblige us to make payments in the future. Information regarding our obligations under lease and guarantee arrangements as well as our investment commitments is provided in Note 7 and Note 20 to the combined financial statements included elsewhere in this Quarterly Report on Form 10-Q as well as in Note 7 and Note 20 to the audited combined financial statements included in the Information Statement. Additionally, we have material cash requirements related to our pension obligations as described in Note 13 to the audited combined financial statements included in the Information Statement.

Debt. As of March 31, 2024 and December 31, 2023, we had $0.1 billion of total debt, excluding finance leases. On April 2, 2024, we entered into a $3.0 billion committed revolving credit facility (Revolving Credit Facility). The facility was not utilized at the closing of the Spin-Off; however, we expect to use this facility to fund near-term intra-quarter working capital needs as they arise. In addition, we entered into a $3.0 billion committed trade finance facility (Trade Finance Facility, and together with the Revolving Credit Facility, the Credit Facilities). The Trade Finance Facility is not expected to be utilized and will not provide us with direct liquidity. We believe that our financing arrangements, future cash from operations, and access to capital markets will provide adequate resources to fund our future cash flow needs. For more information about these Credit Facilities, refer to our Current Report on Form 8-K, filed with the SEC on April 2, 2024.

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 11

Credit Ratings and Conditions. GE historically relied on the debt capital markets to fund, among other things, a significant portion of its operations. We may continue to rely on capital markets in the future, and we have access to a committed credit facility to fund operations, as described above, to further support our liquidity needs. The cost and availability of any debt financing is influenced by our credit ratings and market conditions. Standard and Poor's Global Ratings (S&P) and Fitch Ratings (Fitch) currently issue ratings on our debt. Our credit ratings as of the date of this filing are set forth in the following table.

	S&P	Fitch
Outlook	Stable	Stable
Long term	BBB-	BBB

We are disclosing our credit ratings and any current quarter updates to these ratings to enhance understanding of our sources of liquidity and the effects of our ratings on our costs of funds and access to credit. Our ratings may be subject to a revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating. For a description of some of the potential consequences of a reduction in our credit ratings, see the Risks Relating to Financial, Accounting, and Tax Matters section of Risk Factors in our Information Statement.

If GE Vernova is unable to maintain investment grade ratings, we could face significant challenges in being awarded new contracts, substantially increasing financing and hedging costs and refinancing risks as well as substantially decreasing the availability of credit (e.g., for bank lines, financing, and trade finance purposes). The estimated liquidity impact in the event of a downgrade below investment grade was $0.2 billion as of March 31, 2024.

Quantitative and Qualitative Disclosure About Market Risk. We are exposed to market risk primarily from the effect of fluctuations in foreign currency exchange rates, interest rates, and commodity prices. These exposures are managed and mitigated with the use of financial instruments, including derivatives contracts. We apply policies to manage these risks, including prohibitions on speculative trading activities. As a result of our global operations, we generate and incur a significant portion of our revenues and expenses in currencies other than the U.S. dollar. Such principal currencies include the euro, the British pound sterling, the Brazilian real, and the Indian rupee. The effects of foreign currency fluctuations on earnings was less than $0.1 billion for both the three months ended March 31, 2024 and 2023. See Note 18 in the Notes to the combined financial statements for further information. For more information about foreign exchange risk, interest rate risk, and commodity risk see the "Quantitative and Qualitative Disclosure About Market Risk" section of the Information Statement.

Parent Company Credit Support. To support GE Vernova in selling products and services globally, GE often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the performance of what were subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for non-customer related activities of GE Vernova (collectively, the GE credit support). In preparation for the Spin-Off, we began working to seek novation or assignment of GE credit support, the majority of which relates to parent company guarantees, associated with GE Vernova legal entities from GE to GE Vernova. For GE credit support that remains outstanding at the Spin-Off, GE Vernova is obligated to use reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations and liabilities under, all such credit support. Beginning in 2025, GE Vernova will pay a quarterly fee to GE based on amounts related to the GE credit support. GE Vernova will face other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE Vernova. While GE will remain obligated under the contract or instrument, GE Vernova will be obligated to indemnify GE for credit support related payments that GE is required to make.

At Spin-Off, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $37 billion, an over 35% reduction since year end, of which approximately $1 billion are financial guarantees. We expect approximately $20 billion of the RPO related GE credit support obligations to contractually mature within five years from the date of the Spin-Off and credit support on financial guarantees to not exceed a year beyond separation. The underlying obligations are predominantly customer contracts that GE Vernova performs in the course of its business. We have no known instances historically where payments or performance from GE were required under parent company guarantees relating to GE Vernova customer contracts.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS. For a discussion of recently issued accounting standards, see Note 2 to the audited combined financial statements included in the Information Statement.

CRITICAL ACCOUNTING ESTIMATES. To prepare our combined financial statements in accordance with U.S. GAAP, management makes estimates and assumptions that may affect the reported amounts of our assets and liabilities, including our contingent liabilities, as of the date of our financial statements and the reported amounts of our revenues and expenses during the reporting periods. Our actual results may differ from these estimates. We consider estimates to be critical (i) if we are required to make assumptions about material matters that are uncertain at the time of estimation or (ii) if materially different estimates could have been made or it is reasonably likely that the accounting estimate will change from period to period. Refer to the Critical Accounting Estimates and Note 2 to the audited combined financial statements included in the Information Statement for additional discussion of accounting policies and critical accounting estimates.

2024 1Q FORM 10-Q 12

NON-GAAP FINANCIAL MEASURES. The non-GAAP financial measures presented in this Quarterly Report on Form 10-Q are supplemental measures of our performance and our liquidity that we believe help investors understand our financial condition and operating results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding U.S. GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures provide investors greater transparency to the information used by management for its operational decision-making and allow investors to see our results “through the eyes of management.” We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance. When read in conjunction with our U.S. GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as one basis for financial, operational, and planning decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry.

Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other limitations discussed below, management does not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with U.S. GAAP. Readers should review the reconciliations below, and above with respect to free cash flow, and should not rely on any single financial measure to evaluate our business. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures follow.

We believe the organic measures presented below provide management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions, and foreign currency, which includes translational and transactional impacts, as these activities can obscure underlying trends.

ORGANIC REVENUES(a), EBITDA, AND EBITDA MARGIN BY SEGMENT (NON-GAAP)
	Revenue						Segment EBITDA						Segment EBITDA margin
Three months ended March 31	2024		2023		V%		2024		2023		V%		2024		2023		V pts
Power (GAAP)	$	4,035	$	3,821	6	%	$	345	$	177	95	%	8.6	%	4.6	%	4.0 pts
Less: Acquisitions	41		—				14		—
Less: Business dispositions	—		—				—		—
Less: Foreign currency effect	12		1				(39)		(49)
Power organic (Non-GAAP)	$	3,981	$	3,820	4	%	$	370	$	226	64	%	9.3	%	5.9	%	3.4 pts
Wind (GAAP)	$	1,639	$	1,751	(6)	%	$	(173)	$	(260)	33	%	(10.6)	%	(14.8)	%	4.2 pts
Less: Acquisitions	—		—				—		—
Less: Business dispositions	—		—				—		—
Less: Foreign currency effect	3		(7)				(14)		(19)
Wind organic (Non-GAAP)	$	1,636	$	1,758	(7)	%	$	(159)	$	(241)	34	%	(9.7)	%	(13.7)	%	4.0 pts
Electrification (GAAP)	$	1,651	$	1,331	24	%	$	66	$	(30)	F		4.0	%	(2.3)	%	6.3 pts
Less: Acquisitions	1		—				—		—
Less: Business dispositions	—		—				—		—
Less: Foreign currency effect	33		(2)				(7)		(10)
Electrification organic (Non-GAAP)	$	1,617	$	1,333	21	%	$	73	$	(20)	F		4.5	%	(1.5)	%	6.0 pts

(a) Includes intersegment sales of $78 million and $90 million for the three months ended March 31, 2024 and 2023, respectively. See the table titled Total Segment Revenues by Business Unit in Note 23 in the Notes to the combined financial statements.

	Three months ended March 31
ORGANIC REVENUES (NON-GAAP)	2024		2023		V%
Total revenues (GAAP)	$	7,260	$	6,822	6	%
Less: Acquisitions	42		—
Less: Business dispositions	—		—
Less: Foreign currency effect	48		(8)
Organic revenues (Non-GAAP)	$	7,169	$	6,829	5	%

2024 1Q FORM 10-Q 13

	Three months ended March 31
EQUIPMENT AND SERVICES ORGANIC REVENUES (NON-GAAP)	2024		2023		V%
Total equipment revenues (GAAP)	$	3,617	$	3,489	4	%
Less: Acquisitions	20		—
Less: Business dispositions	—		—
Less: Foreign currency effect	44		(8)
Equipment organic revenues (Non-GAAP)	$	3,554	$	3,497	2	%
Total services revenues (GAAP)	$	3,642	$	3,333	9	%
Less: Acquisitions	23		—
Less: Business dispositions	—		—
Less: Foreign currency effect	4		1
Services organic revenues (Non-GAAP)	$	3,615	$	3,332	8	%

We believe that Adjusted EBITDA* and Adjusted EBITDA margin*, which are adjusted to exclude the effects of unique and/or non-cash items that are not closely associated with ongoing operations, provide management and investors with meaningful measures of our performance that increase the period-to-period comparability by highlighting the results from ongoing operations and the underlying profitability factors. We believe Adjusted organic EBITDA* and Adjusted organic EBITDA margin* provide management and investors with, when considered with Adjusted EBITDA* and Adjusted EBITDA margin*, a more complete understanding of underlying operating results and trends of established, ongoing operations by further excluding the effect of acquisitions, dispositions, and foreign currency, which includes translational and transactional impacts, as these activities can obscure underlying trends.

We believe these measures provide additional insight into how our businesses are performing on a normalized basis. However, Adjusted EBITDA*, Adjusted organic EBITDA*, Adjusted EBITDA margin* and Adjusted organic EBITDA margin* should not be construed as inferring that our future results will be unaffected by the items for which the measures adjust.

	Three months ended March 31
ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN (NON-GAAP)	2024			2023			V%
Net income (loss) (GAAP)	$	(106)		$	(346)		69	%
Add: Restructuring and other charges(a)	148			110
Add: Purchases and sales of business interests(b)	5			—
Add: Non-operating benefit income(c)	(134)			(139)
Add: Depreciation and amortization(d)	209			204
Add: Interest and other financial charges – net(e)	4			9
Add: Provision (benefit) for income taxes(e)	64			(22)
Adjusted EBITDA (Non-GAAP)	$	189		$	(185)		F
Net income (loss) margin (GAAP)	(1.5)		%	(5.1)		%	3.6 pts
Adjusted EBITDA margin (Non-GAAP)	2.6		%	(2.7)		%	5.3 pts
(a) Consists of severance, facility closures, acquisition and disposition, and other charges associated with major restructuring programs. (b) Consists of gains and losses resulting from the purchases and sales of business interests and assets. (c) Primarily related to the expected return on plan assets, partially offset by interest cost. (d) Excludes depreciation and amortization expense related to Restructuring and other charges. (e) Excludes interest expense of $10 million and $12 million and benefit for income taxes of $54 million and $47 million for the three months ended March 31, 2024 and 2023, respectively, related to our Financial Services business which, because of the nature of its investments, is measured on an after-tax basis due to its strategic investments in renewable energy tax equity investments.

	Three months ended March 31
ADJUSTED ORGANIC EBITDA AND ADJUSTED ORGANIC EBITDA MARGIN (NON-GAAP)	2024			2023			V%
Adjusted EBITDA (Non-GAAP)	$	189		$	(185)		F
Less: Acquisitions	14			—
Less: Business dispositions	—			—
Less: Foreign currency effect	(46)			(78)
Adjusted organic EBITDA (Non-GAAP)	$	222		$	(106)		F
Adjusted EBITDA margin (Non-GAAP)	2.6		%	(2.7)		%	5.3 pts
Adjusted organic EBITDA margin (Non-GAAP)	3.1		%	(1.6)		%	4.7 pts

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 14

We believe Adjusted net income* and Adjusted net income margin* provide investors with improved comparability of underlying operating results and a further understanding and additional transparency regarding how we evaluate our business. Adjusted net income* also provides management and investors with additional perspective regarding the impact of certain significant items on our earnings. Adjusted net income* excludes non-operating benefit income, certain tax expenses, and unique and/or non-cash items that can have a material impact on our results. In addition, we may from time to time consider excluding other nonrecurring items to enhance comparability between periods. However, Adjusted net income* and Adjusted net income margin* should not be construed as inferring that our future results will be unaffected by the items for which the measures adjust.

	Three months ended March 31
ADJUSTED NET INCOME AND ADJUSTED NET INCOME MARGIN (NON-GAAP)	2024			2023			V%
Net income (loss) (GAAP)	$	(106)		$	(346)		69	%
Add: Restructuring and other charges(a)	148			110
Add: Purchases and sales of business interests(b)	5			—
Add: Non-operating benefit income(c)	(134)			(139)
Add: Tax effect of reconciling items	(1)			3
Adjusted net income (Non-GAAP)	$	(88)		$	(373)		76	%
Net income (loss) margin (GAAP)	(1.5)		%	(5.1)		%	3.6 pts
Adjusted net income margin (Non-GAAP)	(1.2)		%	(5.5)		%	4.3 pts
(a) Consists of severance, facility closures, acquisition and disposition, and other charges associated with major restructuring programs. (b) Consists of gains and losses resulting from the purchases and sales of business interests and assets. (c) Primarily related to the expected return on plan assets, partially offset by interest cost.

We believe Adjusted earnings (loss) per share* provides investors with improved comparability of underlying operating results and a further understanding and additional transparency regarding how we evaluate our business. Adjusted earnings (loss) per share* also provides management and investors with additional perspective regarding the impact of certain significant items on our per share earnings (loss). Adjusted earnings (loss) per share* excludes non-operating benefit income, certain tax expenses, and unique and/or non-cash items that can have a material impact on our results. In addition, we may from time to time consider excluding other nonrecurring items to enhance comparability between periods. However, Adjusted earnings (loss) per share* should not be construed as inferring that our future results will be unaffected by the items for which the measure adjusts.

	Three months ended March 31
ADJUSTED EARNINGS (LOSS) PER SHARE (NON-GAAP)	2024		2023		V%
Earnings (loss) per share (GAAP)	$	(0.47)	$	(1.15)	59	%
Add: Restructuring and other charges(a)	0.54		0.40
Add: Purchases and sales of business interests(b)	0.02		—
Add: Non-operating benefit income(c)	(0.49)		(0.51)
Add: Tax effect of reconciling items	—		0.01
Adjusted earnings (loss) per share (Non-GAAP)(d)	$	(0.41)	$	(1.25)	67	%
(a) Consists of severance, facility closures, acquisition and disposition, and other charges associated with major restructuring programs. (b) Consists of gains and losses resulting from the purchases and sales of business interests and assets. (c) Primarily related to the expected return on plan assets, partially offset by interest cost. (d) Adjusted earnings (loss) per share* amounts are computed independently, and thus, the sum of per-share amounts may not equal the total.

Refer to “Capital Resources and Liquidity” for discussion of free cash flow*.

CONTROLS AND PROCEDURES. Under the direction of our Chief Executive Officer and Chief Financial Officer, we evaluated our disclosure controls and procedures and internal control over financial reporting and concluded that (i) our disclosure controls and procedures were effective as of March 31, 2024, and (ii) no change in internal control over financial reporting occurred during the three months ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, such internal control over financial reporting.

Prior to April 2, 2024, GE Vernova relied on certain material processes and internal controls over financial reporting performed by GE. In preparation for the Spin-Off, responsibility for these processes and internal controls were transferred from GE to GE Vernova personnel prior to and during the three months ended March 31, 2024, including internal controls and processes related to information technology, treasury, human resources (including payroll and benefit plan administration), taxes, external financial reporting, legal, and oversight functions such as corporate governance. Following the Spin-Off, new corporate and governance functions will continue to be implemented in order to meet the regulatory requirements of a stand-alone public company.

*Non-GAAP Financial Measure

2024 1Q FORM 10-Q 15

COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED)	Three months ended March 31
(In millions)	2024		2023
Sales of equipment	$	3,617	$	3,489
Sales of services	3,642		3,333
Total revenues	7,260		6,822
Cost of equipment	3,693		3,575
Cost of services	2,417		2,328
Gross profit	1,150		919
Selling, general, and administrative expenses	1,202		1,186
Research and development expenses	237		202
Operating income (loss)	(289)		(469)
Interest and other financial charges – net	(14)		(21)
Non-operating benefit income	134		139
Other income (expense) – net (Note 17)	73		(64)
Income (loss) before income taxes	(96)		(415)
Provision (benefit) for income taxes (Note 15)	10		(69)
Net income (loss)	(106)		(346)
Net loss (income) attributable to noncontrolling interests	(24)		32
Net income (loss) attributable to GE Vernova	$	(130)	$	(315)

2024 1Q FORM 10-Q 16

COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED)
(In millions)	March 31, 2024		December 31, 2023
Cash, cash equivalents, and restricted cash	$	3,255	$	1,551
Current receivables – net (Note 4)	6,992		7,409
Due from related parties (Note 22)	104		80
Inventories, including deferred inventory costs (Note 5)	8,859		8,253
Current contract assets (Note 9)	8,579		8,339
All other current assets (Note 10)	462		352
Assets of business held for sale (Note 3)	993		1,444
Current assets	29,243		27,428
Property, plant, and equipment – net (Note 6)	5,224		5,228
Goodwill (Note 8)	4,403		4,437
Intangible assets – net (Note 8)	991		1,042
Contract and other deferred assets (Note 9)	633		621
Equity method investments (Note 11)	3,647		3,555
Deferred income taxes (Note 15)	1,428		1,582
All other assets (Note 10)	2,303		2,228
Total assets	$	47,872	$	46,121
Accounts payable and equipment project payables (Note 12)	$	7,509	$	7,900
Due to related parties (Note 22)	217		532
Contract liabilities and deferred income (Note 9)	15,919		15,074
All other current liabilities (Note 14)	4,399		4,352
Liabilities of business held for sale (Note 3)	1,472		1,448
Current liabilities	29,516		29,306
Deferred income taxes (Note 15)	423		382
Non-current compensation and benefits	3,266		3,273
All other liabilities (Note 14)	4,687		4,780
Total liabilities	37,892		37,741
Commitments and contingencies (Note 20)
Net parent investment	9,659		8,051
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 16)	(686)		(635)
Total equity attributable to GE Vernova	8,974		7,416
Noncontrolling interests	1,007		964
Total equity	9,980		8,380
Total liabilities and equity	$	47,872	$	46,121

2024 1Q FORM 10-Q 17

COMBINED STATEMENT OF CASH FLOWS (UNAUDITED)	Three months ended March 31
(In millions)	2024		2023
Net income (loss)	$	(106)	$	(346)
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note 6)	188		176
Amortization of intangible assets (Note 8)	63		55
Principal pension plans – net (Note 13)	(95)		(99)
Other postretirement benefit plans – net (Note 13)	(47)		(83)
Provision (benefit) for income taxes (Note 15)	10		(69)
Cash recovered (paid) during the year for income taxes	(58)		(45)
Changes in operating working capital:
Decrease (increase) in current receivables	359		591
Decrease (increase) in due from related parties	(56)		(12)
Decrease (increase) in inventories, including deferred inventory costs	(717)		(739)
Decrease (increase) in current contract assets	(270)		(36)
Increase (decrease) in accounts payable and equipment project payables	(306)		(306)
Increase (decrease) in due to related parties	(365)		10
Increase (decrease) in contract liabilities and current deferred income	885		317
All other operating activities	71		(104)
Cash from (used for) operating activities	(444)		(690)
Additions to property, plant, and equipment and internal-use software	(217)		(124)
Dispositions of property, plant, and equipment	4		2
Purchases of and contributions to equity method investments	(91)		(18)
Sales of and distributions from equity method investments	29		13
All other investing activities	(9)		86
Cash from (used for) investing activities	(285)		(41)
Net increase (decrease) in borrowings of maturities of 90 days or less	(23)		18
Transfers from (to) Parent	2,023		708
All other financing activities	(66)		(22)
Cash from (used for) financing activities	1,934		704
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash	(32)		13
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within businesses held for sale	1,173		(14)
Less: Net increase (decrease) in cash classified within businesses held for sale	(531)		(21)
Increase (decrease) in cash, cash equivalents, and restricted cash	1,704		6
Cash, cash equivalents, and restricted cash at beginning of year	1,551		2,067
Cash, cash equivalents, and restricted cash as of March 31	$	3,255	$	2,073

2024 1Q FORM 10-Q 18

COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED)	Three months ended March 31
(In millions)	2024		2023
Net income (loss) attributable to GE Vernova	$	(130)	$	(315)
Net loss (income) attributable to noncontrolling interests	(24)		32
Net income (loss)	$	(106)	$	(346)
Other comprehensive income (loss):
Currency translation adjustments – net of taxes	11		63
Benefit plans – net of taxes	(68)		1,659
Cash flow hedges – net of taxes	8		17
Other comprehensive income (loss)	$	(49)	$	1,738
Comprehensive income (loss)	$	(155)	$	1,392
Comprehensive loss (income) attributable to noncontrolling interests	(26)		34
Comprehensive income (loss) attributable to GE Vernova	$	(181)	$	1,426

COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)
(In millions)	Net parent investment		Accumulated other comprehensive income (loss) – net		Total equity attributable to GE Vernova		Equity attributable to noncontrolling interests		Total equity
Balances as of January 1, 2024	$	8,051	$	(635)	$	7,416	$	964	$	8,380
Net income (loss)	(130)		—		(130)		24		(106)
Currency translation adjustments – net of taxes	—		11		11		—		11
Benefit plans – net of taxes	—		(70)		(70)		2		(68)
Cash flow hedges – net of taxes	—		8		8		—		8
Transfers from (to) Parent	1,738		—		1,738		—		1,738
Changes in equity attributable to noncontrolling interests	—		—		—		18		18
Balances as of March 31, 2024	$	9,659	$	(686)	$	8,974	$	1,007	$	9,980
Balances as of January 1, 2023	$	12,106	$	(1,456)	$	10,650	$	957	$	11,607
Net income (loss)	(315)		—		(315)		(32)		(346)
Currency translation adjustments – net of taxes	—		63		63		(1)		63
Benefit plans – net of taxes	—		1,660		1,660		(2)		1,659
Cash flow hedges – net of taxes	—		17		17		—		17
Transfers from (to) Parent	(2,592)		—		(2,592)		—		(2,592)
Changes in equity attributable to noncontrolling interests	—		—		—		5		5
Balances as of March 31, 2023	$	9,199	$	285	$	9,484	$	928	$	10,412

2024 1Q FORM 10-Q 19

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Organization. GE Vernova (the Company, GE Vernova, our, we, or us) was a carve-out business of General Electric Company, which is now known as GE Aerospace (GE or Parent). GE Vernova LLC was formed as a Delaware limited liability corporation on February 28, 2023 for the purpose of receiving, pursuant to a reorganization, all of the assets of GE Vernova. The Company had issued 100 shares in exchange for $1.00, all of which were held by GE as of March 31, 2024. On April 1, 2024, GE Vernova LLC converted into a Delaware corporation pursuant to a statutory conversion and was renamed GE Vernova Inc. On April 2, 2024 (the Distribution Date), GE completed the previously announced spin-off of GE Vernova (the Spin-Off). The Spin-Off was completed through a distribution of all the Company's outstanding common stock to holders of record of GE's common stock as of the close of business on March 19, 2024 (the Distribution), which resulted in the issuance of approximately 274 million shares of common stock. As a result of the Distribution, the Company became an independent public company. Our common stock is listed under the symbol “GEV” on the New York Stock Exchange.

Unless the context otherwise requires, references to the Company, GE Vernova, our, we, and us, refer to (i) GE’s renewable energy, power, and digital businesses prior to the Spin-Off and (ii) GE Vernova Inc. and its subsidiaries following the Spin-Off.

Basis of Presentation. The unaudited combined financial statements have been derived from the consolidated financial statements and accounting records of GE, including the historical cost basis of assets and liabilities comprising the Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the historical accounting policies applied by GE. These unaudited combined financial statements do not purport to reflect what the results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate, stand-alone entity during the periods presented.

We have prepared the accompanying unaudited combined financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted. These unaudited combined financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations, and cash flows for the periods presented. These unaudited combined financial statements should be read in conjunction with our audited combined financial statements, corresponding notes, and significant accounting policies for the year ended December 31, 2023, included in our information statement dated March 8, 2024, which was furnished as Exhibit 99.1 to a Current Report on Form 8-K furnished with the SEC on March 8, 2024 (the Information Statement). The information presented in tables throughout the footnotes is presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in millions.

All intercompany balances and transactions within the Company have been eliminated in the combined financial statements. As described in Note 22, transactions between the Company and GE have been included in these combined financial statements. Certain financing transactions with GE are deemed to have been settled immediately through Net parent investment in the Combined Statement of Financial Position and are accounted for as a financing activity in the Combined Statement of Cash Flows as Transfers from (to) Parent.

The Combined Statement of Financial Position reflects all of the assets and liabilities of GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity. Net parent investment represents GE’s historical investment in the Company and includes accumulated net income and losses attributable to the Company and the net effect of transactions with GE and its subsidiaries.

GE used a centralized approach to cash management and financing of its operations. These arrangements may not be reflective of the way the Company would have financed its operations had it been a separate, stand-alone entity during the periods presented. The GE centralized cash management arrangements are excluded from the asset and liability balances in the Combined Statement of Financial Position. These amounts have instead been included in Net parent investment as a component of equity. GE’s third-party debt and, unless specifically attributable, the related interest expense, has not been attributed to the Company because the Company is not the legal obligor of the debt and the borrowings are not specifically identifiable to the Company. See Note 22 for further information.

The Combined Statement of Income (Loss) includes expense allocations for certain corporate, infrastructure, and shared services expenses provided by GE on a centralized basis (GE Corporate Costs), including, but not limited to, finance, supply chain, human resources, information technology, insurance, employee benefits, and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount, revenue, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by GE Vernova during the periods presented. However, the GE Corporate Costs allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity, nor are they indicative of the Company’s future expenses. See Note 22 for further information.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates and Assumptions. The preparation of the combined financial statements in conformity with U.S. GAAP requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions which affect reported amounts and related disclosures in the combined financial statements. We believe these assumptions to be reasonable under the circumstances and although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, financial position, and cash flows.

2024 1Q FORM 10-Q 20

Estimates are used for, but are not limited to, determining revenues from contracts with customers, recoverability of inventory, long-lived assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and related valuation allowances, accruals for contingencies including legal, product warranties, and environmental, actuarial assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation of derivatives, and valuation of assets acquired and liabilities assumed as a result of acquisitions.

NOTE 3. DISPOSITIONS AND BUSINESSES HELD FOR SALE. In 2022, we signed a binding agreement to sell a portion of our Steam Power business within our Power segment to Electricité de France S.A. (EDF). We are working with EDF to complete the sale as soon as possible, subject to regulatory approvals and other closing conditions. Closing the transaction is expected to result in a significant gain.

The major components of assets and liabilities of the business held for sale in the Company’s Combined Statement of Financial Position are summarized as follows:

ASSETS AND LIABILITIES OF BUSINESS HELD FOR SALE	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	72	$	603
Current receivables, inventories, and contract assets	633		551
Property, plant, and equipment and intangibles – net	236		237
Other assets	52		53
Assets of business held for sale	$	993	$	1,444
Contract liabilities and deferred income	$	964	$	1,001
Accounts payable and equipment project payables	218		177
Other liabilities	290		270
Liabilities of business held for sale	$	1,472	$	1,448

NOTE 4. CURRENT AND LONG-TERM RECEIVABLES

CURRENT RECEIVABLES – NET	March 31, 2024		December 31, 2023
Customer receivables	$	5,590	$	5,952
Non-income based tax receivables	1,101		1,048
Supplier advances and other receivables	817		924
Other receivables	$	1,917	$	1,972
Allowance for credit losses	(516)		(515)
Total current receivables – net	$	6,992	$	7,409

Activity in the allowance for credit losses related to current receivables for the three months ended March 31, 2024 and 2023, respectively, consists of the following:

ALLOWANCE FOR CREDIT LOSSES	2024		2023
Balance as of January 1	$	515	$	674
Net additions (releases) charged to costs and expenses	(1)		(6)
Write-offs, net	—		(24)
Foreign exchange and other	2		7
Balance as of March 31	$	516	$	651

Sales of customer receivables. From time to time, the Company sells current or long-term receivables to third parties in response to customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer receivables to third parties and subsequently collected $221 million and $241 million in the three months ended March 31, 2024 and 2023, respectively. Within these programs, primarily related to our participation in customer-sponsored supply chain finance programs in Wind, the Company has no continuing involvement, fees associated with the transferred receivables are covered by the customer, and cash is received at the original invoice due date. Included in the sales of customer receivables in the three months ended March 31, 2023 was $77 million in our Gas Power business within our Power segment, primarily for risk mitigation purposes.

LONG-TERM RECEIVABLES	March 31, 2024		December 31, 2023
Long-term customer receivables	$	300	$	316
Supplier advances	239		243
Non-income based tax receivables	134		136
Other receivables	198		190
Allowance for credit losses	(177)		(184)
Total long-term receivables – net	$	694	$	701

2024 1Q FORM 10-Q 21

NOTE 5. INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS

	March 31, 2024		December 31, 2023
Raw materials and work in process	$	5,006	$	4,685
Finished goods	2,724		2,514
Deferred inventory costs(a)	1,129		1,054
Inventories, including deferred inventory costs	$	8,859	$	8,253

(a) Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for revenue recognition have not yet been met.

NOTE 6. PROPERTY, PLANT, AND EQUIPMENT

	March 31, 2024		December 31, 2023
Original cost	$	12,105	$	11,907
Less: Accumulated depreciation and amortization	(7,552)		(7,347)
Right-of-use operating lease assets	672		668
Property, plant, and equipment – net	$	5,224	$	5,228

Depreciation and amortization related to property, plant, and equipment was $188 million and $176 million for three months ended March 31, 2024 and 2023, respectively.

NOTE 7. LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Combined Statement of Financial Position, were $722 million and $718 million as of March 31, 2024 and December 31, 2023, respectively. Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was $76 million for both of the three months ended March 31, 2024 and 2023. Our finance lease liabilities, included in All other current liabilities and All other liabilities in our Combined Statement of Financial Position, were $299 million and $311 million as of March 31, 2024 and December 31, 2023, respectively.

NOTE 8. GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL	Power		Wind		Electrification		Total
Balance as of January 1, 2024	$	308	$	3,204	$	925	$	4,437
Currency exchange and other	4		(34)		(4)		(34)
Balance as of March 31, 2024	$	311	$	3,170	$	921	$	4,403

We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates. In the first quarter of 2024, we did not identify any reporting units that required an interim impairment test.

Intangible assets. All intangible assets are subject to amortization. Intangible assets decreased $52 million during the three months ended March 31, 2024, primarily as a result of amortization. Amortization expense was $63 million and $55 million in the three months ended March 31, 2024 and 2023, respectively.

NOTE 9. CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME

Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing of customers’ installed base.

Contract and other deferred assets increased $252 million in the three months ended March 31, 2024 primarily due to the timing of revenue recognition ahead of billing milestones on equipment and other service agreements, partially offset by decreased contractual service agreement assets related to our Gas Power business within our Power segment. Contract liabilities and deferred income increased $868 million in the three months ended March 31, 2024 primarily due to new collections received in excess of revenue recognition at Power, Wind, and Electrification. Net contractual service agreements decreased primarily due to billings of $1,173 million and net unfavorable changes in estimated profitability of $29 million, partially offset by revenues recognized of $1,174 million.

Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $2,747 million and $2,600 million for the three months ended March 31, 2024 and 2023, respectively.

CONTRACT AND OTHER DEFERRED ASSETS
As of March 31, 2024	Power		Wind		Electrification		Total
Contractual service agreement assets	$	5,167	$	—	$	—	$	5,167
Equipment and other service agreement assets	1,693		614		1,105		3,412
Current contract assets	$	6,859	$	614	$	1,105	$	8,579
Non-current contract and other deferred assets(a)	609		13		11		633
Total contract and other deferred assets	$	7,469	$	627	$	1,116	$	9,212

2024 1Q FORM 10-Q 22

As of December 31, 2023	Power		Wind		Electrification		Total
Contractual service agreement assets	$	5,201	$	—	$	—	$	5,201
Equipment and other service agreement assets	1,679		392		1,067		3,138
Current contract assets	$	6,880	$	392	$	1,067	$	8,339
Non-current contract and other deferred assets(a)	602		14		5		621
Total contract and other deferred assets	$	7,482	$	406	$	1,072	$	8,960

(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental fixed or usage-based fees from servicing the equipment under contractual service agreements.

CONTRACT LIABILITIES AND DEFERRED INCOME
As of March 31, 2024	Power		Wind		Electrification		Total
Contractual service agreement liabilities	$	1,804	$	—	$	—	$	1,804
Equipment and other service agreement liabilities	5,980		5,134		2,664		13,777
Current deferred income	11		207		120		339
Contract liabilities and current deferred income	$	7,795	$	5,341	$	2,784	$	15,919
Non-current deferred income	45		122		29		195
Total contract liabilities and deferred income	$	7,839	$	5,463	$	2,813	$	16,115

As of December 31, 2023
Contractual service agreement liabilities	$	1,810	$	—	$	—	$	1,810
Equipment and other service agreement liabilities	5,732		4,819		2,352		12,903
Current deferred income	20		228		113		361
Contract liabilities and current deferred income	$	7,562	$	5,047	$	2,465	$	15,074
Non-current deferred income	48		90		35		173
Total contract liabilities and deferred income	$	7,610	$	5,137	$	2,500	$	15,247

Remaining Performance Obligation. As of March 31, 2024, the aggregate amount of the contracted revenues allocated to our unsatisfied (or partially unsatisfied) performance obligations was $116,293 million. We expect to recognize revenue as we satisfy our remaining performance obligations as follows:

(1)Equipment-related remaining performance obligations of $42,210 million of which 45%, 71%, and 93% is expected to be recognized within 1, 2, and 5 years, respectively, and the remaining thereafter.

(2)Services-related remaining performance obligations of $74,083 million of which 16%, 52%, 77%, and 91% is expected to be recognized within 1, 5, 10, and 15 years, respectively, and the remaining thereafter. 

Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related remaining performance obligations.

NOTE 10. CURRENT AND ALL OTHER ASSETS. All other current assets primarily include financing receivables, prepaid taxes and deferred charges, and derivative instruments (see Note 18). All other current assets increased $110 million in the three months ended March 31, 2024, primarily due to an increase of prepaid taxes and deferred charges of $79 million. All other assets primarily include pension surplus, long-term receivables (see Note 4), and prepaid taxes and deferred charges. All other assets increased $75 million in the three months ended March 31, 2024.

NOTE 11. EQUITY METHOD INVESTMENTS

	Equity method investment balance				Equity method income (loss)
					Three months ended March 31
	March 31, 2024		December 31, 2023		2024		2023
Power	$	1,011	$	1,003	$	11	$	11
Wind	47		46		1		(3)
Electrification	820		788		30		13
Corporate(a)	1,769		1,718		2		(90)
Total	$	3,647	$	3,555	$	44	$	(70)

(a) Includes renewable energy tax equity investments within our Financial Services business of $1,244 million and $1,227 million as of March 31, 2024 and December 31, 2023, respectively, in limited liability companies that generate renewable energy tax credits. Tax benefits related to these investments of $53 million and $43 million were recognized during the three months ended March 31, 2024 and 2023, respectively, in Provision (benefit) for income taxes in the Combined Statement of Income (Loss). In connection with the Spin-Off, these investments and any tax attributes from historical tax equity investing activity were retained by GE.

2024 1Q FORM 10-Q 23

NOTE 12. ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES

	March 31, 2024		December 31, 2023
Trade payables	$	4,330	$	4,701
Supply chain finance programs	1,672		1,642
Equipment project payables	1,039		1,096
Non-income based tax payables	468		461
Accounts payable and equipment project payables	$	7,509	$	7,900

We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE Vernova receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through these third-party programs were $779 million and $1,496 million for the three months ended March 31, 2024 and 2023, respectively.

NOTE 13. POSTRETIREMENT BENEFIT PLANS. GE Vernova sponsored plans, including those allocated to GE Vernova in connection with the Spin-Off, are presented in three categories: principal pension plans, other pension plans, and principal retiree benefit plans. Refer to Note 13 in the audited combined financial statements included in the Information Statement for further information for the year ended December 31, 2023.

The components of benefit plans cost (income) other than the service cost are included in the caption Non-operating benefit income in our Combined Statement of Income (Loss).

	2024						2023
Three months ended March 31	Principal pension		Other pension		Principal retiree benefit		Principal pension		Other pension		Principal retiree benefit
Service cost – operating	$	6	$	8	$	1	$	6	$	9	$	2
Interest cost	135		57		9		141		61		10
Expected return on plan assets	(184)		(84)		—		(189)		(86)		—
Amortization of net loss (gain)	(46)		8		(11)		(51)		1		(11)
Amortization of prior service cost (credit)	2		(2)		(15)		1		(1)		(15)
Curtailment/settlement gain	—		—		—		—		(3)		—
Non-operating benefit costs (income)	$	(93)	$	(21)	$	(17)	$	(98)	$	(28)	$	(16)
Net periodic expense (income)	$	(87)	$	(13)	$	(16)	$	(92)	$	(19)	$	(14)

Defined Contribution Plan. Expenses associated with our eligible U.S. employees' participation in GE's defined contribution plan represent the employer contributions for GE Vernova employees and were $35 million and $30 million for the three months ended March 31, 2024 and 2023, respectively.

NOTE 14. CURRENT AND ALL OTHER LIABILITIES. All other current liabilities primarily include liabilities related to employee compensation and benefits, equipment projects and other commercial liabilities, and product warranties (see Note 20). All other current liabilities increased $47 million in the three months ended March 31, 2024, primarily due to an increase in employee compensation and benefit liabilities of $189 million, partially offset by decreases in short-term borrowings of $77 million and taxes payable of $74 million. All other liabilities primarily include liabilities related to equipment projects and other commercial liabilities, operating lease liabilities (see Note 7), asset retirement obligations (see Note 20), uncertain and other income taxes, product warranties (see Note 20), and legal liabilities (see Note 20). All other liabilities decreased $93 million in the three months ended March 31, 2024, primarily due to a decrease in uncertain and other income taxes and related liabilities of $121 million.

NOTE 15. INCOME TAXES. The Company’s income tax provision was prepared using the separate return method. The calculation of income taxes on a separate return basis requires considerable judgment and use of both estimates and allocations. As a result, actual transactions included in the consolidated financial statements of GE may not be included in the GE Vernova combined financial statements.

Our income tax rate was (10.4)% and 16.6% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate for the three months ended March 31, 2024 reflects a tax provision on a pre-tax loss due to taxes in profitable jurisdictions and a valuation allowance on certain deferred tax assets. The effective tax rate for the three months ended March 31, 2023 as compared to the U.S. statutory rate of 21% is primarily reduced by a valuation allowance on certain deferred tax assets.

The OECD (Organization for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. Accordingly, we are still evaluating the potential consequences of Pillar 2 on our longer-term financial position. In 2024, we expect to incur insignificant tax expenses in connection with Pillar 2. The IRS is currently auditing GE’s consolidated U.S. income tax returns for 2016-2018. Refer to Note 24 for further information relating to the Tax Matters Agreement.

2024 1Q FORM 10-Q 24

NOTE 16. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

	Currency translation adjustment		Benefit plans		Cash flow hedges		Total AOCI
Balance as of January 1, 2024	$	(1,335)	$	674	$	26	$	(635)
AOCI before reclasses – net of taxes of $(13), $(15), and $—(a)	11		—		(5)		7
Reclasses from AOCI – net of taxes of $—, $(1), and $—	—		(67)		13		(54)
Less: AOCI attributable to noncontrolling interests	—		2		—		2
Balance as of March 31, 2024	$	(1,324)	$	604	$	34	$	(686)
Balance as of January 1, 2023	$	(1,445)	$	32	$	(43)	$	(1,456)
Transfer or allocation of benefit plans – net of taxes of $—, $70, and $—	—		1,702		—		1,702
AOCI before reclasses – net of taxes of $—, $12, and $—	44		34		12		90
Reclasses from AOCI – net of taxes of $—, $—, and $—	18		(78)		5		(54)
Less: AOCI attributable to noncontrolling interests	(1)		(2)		—		(3)
Balance as of March 31, 2023	$	(1,381)	$	1,692	$	(26)	$	285

(a) Currency translation adjustment includes $39 million of accumulated other comprehensive income (loss) allocated to GE Vernova in connection with the Spin-Off.

Common Stock. On April 2, 2024, the Spin-Off was completed through the Distribution of all outstanding shares of the Company to GE shareholders who held shares of GE common stock as of the close of business on March 19, 2024, the record date for the Distribution. As a result of the Distribution, GE shareholders received one share of the Company’s common stock for every four shares of GE common stock held. On April 2, 2024, the Company began trading as an independent, publicly traded company under the stock symbol “GEV” on the New York Stock Exchange. On April 2, 2024, there were 274,085,523 shares of GE Vernova common stock outstanding.

NOTE 17. OTHER INCOME (EXPENSE) – NET

	Three months ended March 31
	2024		2023
Equity method investment income (loss) (Note 11)	$	44	$	(70)
Purchases and sales of business interests	(3)		2
Derivative instruments (Note 18)	(3)		(22)
Licensing income	11		9
Other – net	25		16
Total other income (expense) – net	$	73	$	(64)

NOTE 18. FINANCIAL INSTRUMENTS

Loans and Other Receivables. The Company’s financial assets not carried at fair value primarily consist of loan receivables and non-current customer and other receivables. The net carrying amount was $343 million and $328 million as of March 31, 2024 and December 31, 2023, respectively. The estimated fair value was $339 million and $324 million as of March 31, 2024 and December 31, 2023, respectively. All of these assets are considered to be Level 3.

Derivatives and Hedging. Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The Company does not enter into or hold derivative instruments for speculative trading purposes.

We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities. These contracts are generally one to ten months in duration but with maximum remaining maturities of up to 16 years as of March 31, 2024.

Cash Flow Hedges. The total amount in AOCI related to cash flow hedges was a net $34 million gain as of March 31, 2024, of which a net gain of $27 million related to our share of AOCI recognized at our non-consolidated joint ventures. We expect to reclassify $63 million of pre-tax net losses associated with designated cash flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted transactions. The Company reclassified net gains (losses) from AOCI into earnings of $(13) million and $(5) million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the maximum length of time over which we are hedging forecasted transactions was approximately 11 years.

Net Investment Hedges. We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non USD-functional subsidiaries and/or equity method investees. The total amount in AOCI related to net investment hedges was a net gain of $228 million as of March 31, 2024.

2024 1Q FORM 10-Q 25

The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:

GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS

As of March 31, 2024	Gross Notional		All other current assets		All other assets		All other current liabilities		All other liabilities
Foreign currency exchange contracts accounted for as hedges	$	4,635	$	32	$	104	$	35	$	44
Foreign currency exchange contracts	41,004		307		138		310		118
Commodity and other contracts	477		10		21		12		2
Derivatives not accounted for as hedges	41,481		317		159		322		120
Total gross derivatives	$	46,117	$	349	$	263	$	357	$	164
Netting adjustment(a)			$	(274)	$	(130)	$	(273)	$	(130)
Net derivatives recognized in the Combined Statement of Financial Position			$	74	$	133	$	85	$	34
As of December 31, 2023
Foreign currency exchange contracts accounted for as hedges	$	5,035	$	39	$	91	$	28	$	41
Foreign currency exchange contracts	33,832		361		169		364		142
Commodity and other contracts	476		10		8		16		1
Derivatives not accounted for as hedges	34,308		371		177		380		143
Total gross derivatives	$	39,343	$	410	$	268	$	408	$	184
Netting adjustment(a)			$	(334)	$	(150)	$	(334)	$	(150)
Net derivatives recognized in the Combined Statement of Financial Position			$	76	$	118	$	74	$	34

(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts include fair value adjustments related to our own and counterparty non-performance risk.

PRE-TAX GAINS (LOSSES) RECOGNIZED IN OCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES

	Three months ended March 31
	2024		2023
Cash flow hedges	$	13	$	8
Net investment hedges	2		(5)

The table below shows the effect of our derivative financial instruments in the Combined Statement of Income (Loss):

	2024
Three months ended March 31	Sales of equipment and services		Cost of equipment and services		Selling, general, and administrative expense		Other income (expense) – net
Total amount of income and expense in the Combined Statement of Income (Loss)	$	7,260	$	6,109	$	1,202	$	73
Foreign currency exchange contracts	(4)		9		—		—
Interest rate contracts	—		—		—		—
Effects of cash flow hedges	$	(4)	$	9	$	—	$	—
Foreign currency exchange contracts	—		29		(5)		(3)
Commodity and other contracts	—		—		(11)		—
Effect of derivatives not designated as hedges	$	—	$	29	$	(16)	$	(3)

2024 1Q FORM 10-Q 26

	2023
Three months ended March 31	Sales of equipment and services		Cost of equipment and services		Selling, general, and administrative expense		Other income (expense) – net
Total amount of income and expense in the Combined Statement of Income (Loss)	$	6,822	$	5,903	$	1,186	$	(64)
Foreign currency exchange contracts	(4)		—		—		—
Interest rate contracts	—		—		—		—
Effects of cash flow hedges	$	(4)	$	—	$	—	$	—
Foreign currency exchange contracts	2		28		(1)		(22)
Commodity and other contracts	—		10		—		—
Effect of derivatives not designated as hedges	$	2	$	38	$	(1)	$	(22)

The amount excluded for cash flow hedges was a gain (loss) of $1 million and $(5) million for the three months ended March 31, 2024 and 2023, respectively. This amount is recognized in Sales of equipment, Sales of services, Cost of equipment, and Cost of services in our Combined Statement of Income (Loss).

NOTE 19. VARIABLE INTEREST ENTITIES. In our Combined Statement of Financial Position, we have assets of $120 million and $122 million and liabilities of $153 million and $156 million as of March 31, 2024 and December 31, 2023, respectively, from consolidated variable interest entities (VIEs). These entities were created to help our customers facilitate or finance the purchase of GE Vernova equipment and services, and to manage our insurance exposure through an insurance captive, and have no features that could expose us to losses that would significantly exceed the difference between the consolidated assets and liabilities.

Our investments in unconsolidated VIEs were $1,349 million and $1,323 million as of March 31, 2024 and December 31, 2023, respectively. Of these investments, $1,293 million and $1,272 million were owned by Financial Services, substantially all related to renewable energy tax equity investments, as of March 31, 2024 and December 31, 2023, respectively. See Note 11 for further information. Our maximum exposure to loss in respect of unconsolidated VIEs is increased by our commitments to make additional investments in these entities described in Note 20.

NOTE 20. COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES

Commitments. We had total investment commitments of $78 million and unfunded lending commitments of $547 million at March 31, 2024. The commitments primarily consist of obligations to make investments in or provide funding to renewable tax equity vehicles by Financial Services. See Note 19 for further information.

Guarantees. As of March 31, 2024, we were committed under the following guarantee arrangements:

Credit support. We have provided $888 million of credit support on behalf of certain customers or associated companies, predominantly joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to support our consolidated subsidiaries. The liability for such credit support was $10 million. In addition, GE has provided parent company guarantees in certain jurisdictions. See Note 22 for further information.

Indemnification agreements. We have $139 million of indemnification commitments, including representations and warranties in sales of business assets, for which we recorded a liability of $11 million.

Product Warranties. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts provided. The liability for product warranties was $1,361 million and $1,414 million as of March 31, 2024 and December 31, 2023, respectively.

Legal Matters. In the normal course of our business, we are involved from time to time in various arbitrations, class actions, commercial litigation, investigations, and other legal, regulatory, or governmental actions, including the significant matters described below that could have a material impact on our results of operations. In many proceedings, including the specific matters described below, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other parties, and other factors that may have a material effect on the outcome. For these matters, unless otherwise specified, we do not believe it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated.

2024 1Q FORM 10-Q 27

Alstom legacy legal matters. In November 2015, we acquired the power and grid businesses of Alstom, which prior to the acquisition was the subject of significant cases involving anti-competitive activities and improper payments. The estimated liability balance was $391 million and $393 million at March 31, 2024 and December 31, 2023, respectively, for legal and compliance matters related to the legacy business practices that were the subject of cases in various jurisdictions. Allegations in these cases relate to claimed anti-competitive conduct or improper payments in the pre-acquisition period as the source of legal violations or damages. Given the significant litigation and compliance activity related to these matters and our ongoing efforts to resolve them, it is difficult to assess whether the disbursements will ultimately be consistent with the estimated liability established. The estimation of this liability may not reflect the full range of uncertainties and unpredictable outcomes inherent in litigation and investigations of this nature, and at this time we are unable to develop a meaningful estimate of the range of reasonably possible additional losses beyond the amount of this estimated liability. Factors that can affect the ultimate amount of losses associated with these and related matters include the way cooperation is assessed and valued, prosecutorial discretion in the determination of damages, formulas for determining disgorgement, fines and/or penalties, the duration and amount of legal and investigative resources applied, political and social influences within each jurisdiction, and tax consequences of any settlements or previous deductions, among other considerations. Actual losses arising from claims in these and related matters could exceed the amount provided.

Environmental and Asset Retirement Obligations. Our operations involve the use, disposal, and cleanup of substances regulated under environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental remediation activities and may incur additional liabilities in connection with previously remediated sites. Additionally, like many other industrial companies, we and our subsidiaries are defendants in various lawsuits related to alleged worker exposure to asbestos or other hazardous materials. Liabilities for environmental remediation, nuclear decommissioning, and worker exposure claims exclude possible insurance recoveries.

It is reasonably possible that our exposure will exceed amounts accrued. However, due to uncertainties about the status of laws, regulations, technology, and information related to individual sites and lawsuits, such amounts are not reasonably estimable. Our reserves related to environmental remediation and worker exposure claims recorded in All other liabilities were $125 million and $127 million as of March 31, 2024 and December 31, 2023, respectively.

We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent nuclear decommissioning, legal obligations to return leased premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is measured at the present value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. Our asset retirement obligations were $581 million and $581 million as of March 31, 2024 and December 31, 2023, respectively, and are recorded in All other liabilities in our Combined Statement of Financial Position. Of these amounts, $518 million and $519 million were related to nuclear decommissioning obligations. Changes in the liability balance due to settlement, accretion, and revisions in fair value were not material for the three months ended March 31, 2024.

NOTE 21. RESTRUCTURING AND OTHER CHARGES. This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note 23 for further information.

RESTRUCTURING AND OTHER CHARGES	Three months ended March 31
	2024		2023
Workforce reductions	$	76	$	45
Plant closures and associated costs and other asset write-downs	66		57
Acquisition/disposition net charges and other	5		10
Total restructuring and other charges	$	147	$	113
Cost of equipment and services	$	104	$	32
Selling, general, and administrative expenses	42		80
Total restructuring and other charges	$	147	$	113
Power	$	48	$	21
Wind	89		52
Electrification	10		30
Other	—		11
Total restructuring and other charges(a)	$	147	$	113

(a) Includes $68 million and $66 million primarily in non-cash impairment, accelerated depreciation, and other charges for the three months ended March 31, 2024 and 2023, respectively, not reflected in the liability table below.

2024 1Q FORM 10-Q 28

Liabilities associated with restructuring activities were recorded in All other current liabilities, All other liabilities, and Non-current compensation and benefits.

RESTRUCTURING LIABILITIES	2024		2023
Balance as of January 1	$	276	$	283
Additions	78		46
Payments	(61)		(67)
Foreign exchange and other	(4)		5
Balance as of March 31	$	289	$	267

In addition to the continued impacts of ongoing initiatives, restructuring primarily included exit activities associated with the plan announced in October 2022 to undertake a restructuring program across our Wind businesses, primarily reflecting the selectivity strategy to operate in fewer markets and to simplify and standardize product variants. The estimated cost of this multi-year restructuring program was approximately $600 million, with the majority recognized in the first half of 2023. This plan was expanded during the third quarter of 2023 to include the consolidation of the global footprint and related resources at our Power businesses to better serve our customers.

NOTE 22. RELATED PARTIES

Corporate Allocations. GE historically provided the Company with significant corporate, infrastructure, and shared services. Some of these services continue to be provided by GE to the Company on a temporary basis following the Spin-Off under the Transition Services Agreement. Accordingly, as described in Note 1, certain GE Corporate Costs have been charged to the Company based on allocation methodologies as follows:

a.Centralized services such as public relations, investor relations, treasury and cash management, executive management, security, government relations, community outreach, and corporate internal audit services were charged to the Company on a pro rata basis of GE’s estimates of each business’s usage at the beginning of the fiscal year and were recorded in Selling, general, and administrative expenses. Costs of $19 million for the three months ended March 31, 2023 were recorded in the Combined Statement of Income (Loss). Costs allocated to the Company for the three months ended March 31, 2024 were not significant as GE Vernova has established standalone capabilities for such services.

b.Information technology, finance, insurance, research, supply chain, human resources, tax, and facilities activities were charged to the Company based on headcount, revenue, or other allocation methodologies. Costs for these services of $100 million and $184 million were charged to the Company for the three months ended March 31, 2024 and 2023, respectively, which are primarily included in Selling, general, and administrative expenses and Research and development expenses in the Combined Statement of Income (Loss).

c.Costs associated with employee medical insurance totaling $30 million and $28 million for the three months ended March 31, 2024 and 2023, respectively, were charged to the Company based on employee headcount and are recorded in Cost of equipment, Cost of services, Selling, general, and administrative expenses, or Research and development expenses in the Combined Statement of Income (Loss) based on the employee population.

Additionally, GE granted various employee benefits to its employees, including prior to the Spin-Off to those of the Company, under the GE Long-Term Incentive Plan. These benefits primarily included stock options and restricted stock units. Compensation expense associated with this plan was $34 million and $33 million for the three months ended March 31, 2024 and 2023, respectively, which is included primarily in Selling, general, and administrative expenses in the Combined Statement of Income (Loss). These costs are charged directly to the Company based on the specific employees receiving awards.

Finally, while GE’s third-party debt has not been attributed to the Company, GE allocated a portion of interest expense related to its third-party debt for funding provided by GE to the Company for certain investments held by Financial Services. The interest was allocated based on the GE-funded ending net investment position each reporting period. Interest of $7 million and $9 million is included in Interest and other financial charges – net in the Combined Statement of Income (Loss) for the three months ended March 31, 2024 and 2023, respectively.

Management believes that the expense and cost allocations have been determined on a basis that is a reasonable reflection of the utilization of services provided or the benefit received by the Company. The amounts that would have been, or will be incurred, on a stand-alone basis could materially differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees, or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Company operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position, and cash flows could differ materially from the historical results presented herein.

Parent Company Credit Support. GE provided the Company with parent credit support in certain jurisdictions. To support the Company in selling products and services globally, GE often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the performance of what were subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for some non-customer related activities of GE Vernova. There are no known instances historically where payments or performance from GE were required under parent company guarantees relating to GE Vernova customer contracts.

2024 1Q FORM 10-Q 29

Cash Management. As part of GE, the Company historically participated in centralized GE Treasury programs. This arrangement is not reflective of the manner in which the Company would have financed its operations had it been a stand-alone business separate from GE during the periods presented. Long-term intercompany financing, including strategic financing, and centralized cash management arrangements were used to fund expansion or certain working capital needs. All adjustments relating to certain transactions among the Company, GE and GE entities, which include the transfer of the balance of cash to GE, transfer of the balance of cash held in centralized cash management arrangements to GE, settlement of certain intercompany debt between the Company and GE or GE entities, and pushdown of all costs of doing business that were paid on behalf of the Company by GE or GE entities, are excluded from the asset and liability balances in the Combined Statement of Financial Position and are reported within Net parent investment as a component of equity.

Transfer of Tax Credits to GE. Under the Inflation Reduction Act of 2022, which went into effect in 2023, we generate advanced manufacturing credits in our Wind business. These credits are transferrable and are not reliant on a tax liability to be realized. We recognized advance manufacturing credits of $23 million and $26 million for the three months ended March 31, 2024 and 2023, respectively. During the first quarter of 2024, we received cash of $249 million from GE for credits generated since the credits became available in 2023.

Aero Alliance. Aero Alliance is our joint venture with Baker Hughes Company that supports our customers through the fulfillment of aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were $151 million and $118 million for the three months ended March 31, 2024 and 2023, respectively. The Company owed Aero Alliance $56 million and $34 million as of March 31, 2024 and December 31, 2023, respectively. These amounts have been recorded in Due to related parties on the Combined Statement of Financial Position.

Prolec GE. Prolec GE is our joint venture with Xignux, which manufactures a wide range of transformers available for generation, transmission, and distribution applications. To fund a historical acquisition, Prolec GE issued notes that include certain change in control provisions that allow the note holders to accept prepayment of such notes by Prolec GE as a result of the GE Vernova Spin-Off. If some or all of the note holders accept to receive prepayment of the outstanding notes, Prolec GE will need to refinance the notes. The Company intends to assist Prolec GE in refinancing the notes with another third party lender. However, the Company may be required to provide financing to Prolec GE to satisfy the prepayment conditions if other refinancing options are not obtained prior to the note holders calling such notes. The maximum commitment as of March 31, 2024 is $300 million. GE Vernova is obligated to pay any reasonable costs incurred by Prolec GE to obtain consents from note holders confirming a change in control without redemption, or to refinance the notes.

Financial Services Investments. Our Financial Services business invests in project infrastructure entities where we do not hold a controlling financial interest, including renewable tax equity vehicles. These entities generally purchase equipment from our Wind and Power segments, and we have recognized $4 million and $21 million of revenues for the three months ended March 31, 2024 and 2023, respectively, for sales to these entities. See Note 11 for further information.

NOTE 23. SEGMENT INFORMATION

The following table disaggregates total revenues to external customers for sales of equipment and sales of services by segment:

	Three months ended March 31
	2024						2023
	Equipment		Services		Total		Equipment		Services		Total
Power	$	1,185	$	2,823	$	4,007	$	1,165	$	2,615	$	3,780
Wind	1,227		407		1,634		1,414		336		1,750
Electrification	1,203		403		1,606		908		381		1,289
Other	2		10		12		2		—		3
Total revenues	$	3,617	$	3,642	$	7,260	$	3,489	$	3,333	$	6,822

Intersegment sales were $78 million and $90 million for the three months ended March 31, 2024 and 2023, respectively. Intersegment revenues are recognized on the same basis of accounting as such revenue is recognized on a combined basis.

2024 1Q FORM 10-Q 30

TOTAL SEGMENT REVENUES BY BUSINESS UNIT	Three months ended March 31
	2024		2023
Gas Power	$	3,041	$	2,882
Nuclear Power	229		221
Hydro Power	181		178
Steam Power	584		540
Power	$	4,035	$	3,821
Onshore Wind	$	1,059	$	1,422
Offshore Wind	441		249
LM Wind Power	139		80
Wind	$	1,639	$	1,751
Grid Solutions	$	1,109	$	835
Power Conversion	235		183
Electrification Software	206		218
Solar & Storage Solutions	101		95
Electrification	$	1,651	$	1,331
Total segment revenues	$	7,325	$	6,903

SEGMENT EBITDA	Three months ended March 31
	2024		2023
Power	$	345	$	177
Wind	(173)		(260)
Electrification	66		(30)
	$	238	$	(113)
Corporate and other(a)	(49)		(72)
Restructuring and other charges	(148)		(110)
Purchases and sales of business interests	(5)		—
Non-operating benefit income	134		139
Depreciation and amortization(b)	(209)		(204)
Interest and other financial charges – net	(4)		(9)
Benefit (provision) for income taxes	(64)		22
Net income (loss)	$	(106)	$	(346)

(a) Includes interest and other financial charges of $10 million and $12 million and benefit for income taxes of $54 million and $47 million for the three months ended March 31, 2024 and 2023, respectively, related to the Financial Services business as this business is managed on an after-tax basis due to its strategic investments in renewable energy tax equity vehicles.

(b) Excludes depreciation and amortization expense related to Restructuring and other charges.

NOTE 24. SUBSEQUENT EVENTS. On April 2, 2024, the Spin-Off was completed through the Distribution and the Company began trading as an independent, publicly traded company under the stock symbol “GEV” on the New York Stock Exchange.

In connection with the Spin-Off, the Company entered into or adopted agreements that provide a framework for the relationship between the Company and GE, including, but not limited to the following:

•Separation and Distribution Agreement – sets forth the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the Company and GE following the Distribution, including procedures with respect to claims subject to indemnification and related matters.

•Transition Services Agreement – governs all matters relating to the provision of services between the Company and GE on a transitional basis. The services the Company receives include support for digital technology, human resources, supply chain, finance, and real estate services, among others. The services are generally intended to be provided for a period no longer than two years following the Spin-Off.

•Tax Matters Agreement (TMA) – governs the respective rights, responsibilities, and obligations between the Company and GE with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Distribution that would prevent the Distribution from qualifying as tax-free for U.S. federal income tax purposes, including limitations on our ability to pursue certain strategic transactions. The TMA specifies the portion of tax liability for which the Company will bear contractual responsibility, and the Company and GE will each agree to indemnify each other against any amounts for which such indemnified party is not responsible.

•Employee Matters Agreement – addresses certain employment, compensation, and benefits matters, including the allocation of employees between the Company and GE and the allocation and treatment of certain assets and liabilities relating to our employees and former employees.

•Trademark License Agreement – governs the rights and obligations between the Company and GE related to the use of certain of GE's trademarks.

•Intellectual Property Cross License Agreement – governs the rights and obligations between the Company and GE related to the allocation, license, and use of certain intellectual property rights, including certain patent rights.

2024 1Q FORM 10-Q 31

•Real Estate Matters Agreement – governs the allocation and transfer of real estate between the Company and GE and the colocation of the Company and GE following the Spin-Off.

•Framework Investment Agreement – sets forth, as between the Company and GE, the treatment of certain existing tax equity investments and certain existing commitments to fund tax equity and tax incentivized investments in U.S. onshore wind energy related projects that were arranged by our Financial Services business as well as under which new future tax equity investments will be made over the two years following the Spin-Off.

•Adoption of Incentive Plans – adopted (a) the GE Vernova Inc. 2024 Long-Term Incentive Plan (the GE Vernova LTIP) and (b) the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan and the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan (collectively, the GE Vernova Mirror LTIPs), in each case, effective as of the Distribution Date. The GE Vernova Mirror LTIPs were adopted to assume the converted awards of stock options and restricted stock units (including performance stock units) held by employees of GE Vernova or one of its subsidiaries, including those held by our executive officers, in each case as a result of the Spin-Off. Grants of equity awards made after the Spin-Off to our executive officers and other employees will be made under the GE Vernova LTIP. The GE Vernova LTIP and the GE Vernova Mirror LTIPs became effective as of the Distribution Date.

Following the Spin-Off, GE has remaining contracts entered into on behalf of GE Vernova, parent company guarantees, surety bonds, letters of credit, or similar instruments of credit support currently provided by or through GE or any of its subsidiaries for the benefit of us or any of our subsidiaries and similar credit support for non-customer related activities of GE Vernova (collectively, the GE credit support). Under the Separation and Distribution Agreement, the Company is obligated to use reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations under, all such credit support. Beginning in 2025, we will pay a quarterly fee to GE based on amounts related to the GE credit support. We are subject to other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE Vernova. While GE remains obligated under a contract or instrument, GE Vernova will be obligated to indemnify GE for credit support related payments that GE is required to make.

In connection with the Spin-Off, GE contributed cash of $515 million to GE Vernova to fund future operations and transferred restricted cash of $325 million to us such that the Company’s cash balance upon completion of the Spin-Off was approximately $4,200 million. The additional cash of $325 million transferred is restricted in connection with certain legal matters related to legacy GE operations, and a corresponding indemnification liability was recorded at the time of Spin-Off that reflects the use of these funds to settle any associated obligations and the return of any remaining cash to GE in a future reporting period once resolved.

On April 2, 2024, the Company entered into a credit agreement providing for a five-year unsecured revolving credit facility in an aggregate committed amount of $3,000 million. The facility was not utilized at the closing of the Spin-Off, however, we expect to use this facility to fund our near-term intra-quarter working capital needs. In addition, the Company entered into a standby letter of credit and bank guarantee facility providing for a five-year trade finance facility in an aggregate committed amount of $3,000 million. The trade finance facility is not expected to be utilized and will not provide direct liquidity to GE Vernova.

2024 1Q FORM 10-Q 32

EXHIBITS

Exhibit 2.1. Separation and Distribution Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 2.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+

Exhibit 3.1. Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).

Exhibit 3.2. Bylaws (incorporated by reference to Exhibit 3.2 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).

Exhibit 10.1. Credit Agreement, dated as of March 26, 2024, among GE Vernova Inc. (f/k/a GE Vernova LLC), GE Albany Funding Unlimited Company and GE Funding Operations Co., Inc., as borrowers, the other subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent (filed herewith).+

Exhibit 10.2. Standby Letter of Credit and Bank Guarantee Agreement dated as of March 26, 2024, among GE Vernova Inc. (f/k/a GE Vernova LLC), as the borrower, the issuing banks party thereto and HSBC Bank USA, National Association, as administrative agent (filed herewith).+

Exhibit 10.3. Transition Services Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.1 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).+

Exhibit 10.4. Tax Matters Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.2 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+

Exhibit 10.5. Employee Matters Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.3 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†

Exhibit 10.6. Trademark License Agreement, dated March 31, 2024, by and between General Electric Company and GE Infrastructure Technology LLC (incorporated by reference to Exhibit 10.4 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+

Exhibit 10.7. Real Estate Matters Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Inc. (incorporated by reference to Exhibit 10.5 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).+

Exhibit 10.8. Framework Investment Agreement, dated April 1, 2024, by and between General Electric Company and GE Vernova Investment Advisers, LLC (incorporated by reference to Exhibit 10.6 of the registrant’s Current Report on Form 8-K filed with the SEC on April 2, 2024, File No. 001-41966).†+

Exhibit 10.9. Form of Indemnification Agreement (incorporated by reference to Exhibit 10.6 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).

Exhibit 10.10. GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 of the registrant’s Registration Statement on Form S-8 filed with the SEC on April 3, 2024, File No. 001-41966).*

Exhibit 10.11. GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.3 of the registrant’s Registration Statement on Form S-8 filed with the SEC on April 3, 2024. File No. 001-41966).*

Exhibit 10.12. Offer Letter with Kenneth Parks (incorporated by reference to Exhibit 10.11 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*

Exhibit 10.13. Offer Letter with Rachel Gonzalez (incorporated by reference to Exhibit 10.12 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).†*

Exhibit 10.14. Offer Letter with Steven Baert (incorporated by reference to Exhibit 10.13 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).†*

Exhibit 10.15. Employment Agreement with Maví Zingoni.(incorporated by reference to Exhibit 10.14 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966.)†*

Exhibit 10.16. Offer Letter with Jessica Uhl (filed herewith).†*

Exhibit 10.17. Offer Letter with Victor Abate (filed herewith).*

Exhibit 10.18. GE Energy Supplementary Pension Plan (incorporated by reference to Exhibit 10.16 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*

Exhibit 10.19. GE Energy Excess Benefits Plan (incorporated by reference to Exhibit 10.17 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*

Exhibit 10.20. Amended GE Vernova Annual Executive Incentive Plan (incorporated by reference to Exhibit 10.18 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*

Exhibit 10.21. GE Vernova Restoration Plan (incorporated by reference to Exhibit 10.19 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*

Exhibit 10.22. GE Vernova U.S. Executive Severance Plan (incorporated by reference to Exhibit 10.20 of the registrant’s Registration Statement on Form 10 filed with the SEC on March 5, 2024, File No. 001-41966).*

Exhibit 31(a). Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended.

Exhibit 31(b). Certification Pursuant to Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended.

Exhibit 32. Certification Pursuant to 18 U.S.C. Section 1350.

2024 1Q FORM 10-Q 33

Exhibit 101. The following materials from GE Vernova Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in XBRL (eXtensible Business Reporting Language); (i) Combined Statement of Income (Loss) for the three months ended March 31, 2024 and 2023, (ii) Combined Statement of Financial Position at March 31, 2024 and December 31, 2023, (iii) Combined Statement of Cash Flows for the three months ended March 31, 2024 and 2023, (iv) Combined Statement of Comprehensive Income (Loss) for the three months ended March 31, 2024 and 2023, (v) Combined Statement of Changes in Equity for the three months ended March 31, 2024 and 2023, and (vi) Notes to Combined Financial Statements.
Exhibit 104. Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
†	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.
+	Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.
*	Management contract or compensatory plan or arrangement.

FORM 10-Q CROSS REFERENCE INDEX		Page(s)
Part I – FINANCIAL INFORMATION
Item 1.	Financial Statements	16-32
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4-15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12, 25
Item 4.	Controls and Procedures	15
Part II – OTHER INFORMATION
Item 1.	Legal Proceedings	27-28
Item 1A.	Risk Factors	(a)
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	None
Item 3.	Defaults Upon Senior Securities	None
Item 4.	Mine Safety Disclosures	None
Item 5.	Other Information	(b)
Item 6.	Exhibits	33-34
Signatures		34

(a) For a discussion of our risk factors, refer to "Risk Factors" included in our Information Statement dated March 8, 2024, which was furnished as Exhibit 99.1 to a Current Report on Form 8-K furnished with the Securities and Exchange Commission on March 8, 2024.

(b) None of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the three months ended March 31, 2024.

SIGNATURES

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 thereunto duly authorized.

April 30, 2024	/s/ Matthew J. Potvin
Date	Matthew J. Potvin Vice President, Chief Accounting Officer and Controller Principal Accounting Officer

2024 1Q FORM 10-Q 34

EX-10.1

Exhibit 10.1

CREDIT AGREEMENT

dated as of

March 26, 2024

Among

GE VERNOVA LLC,

GE ALBANY FUNDING UNLIMITED COMPANY,

GE FUNDING OPERATIONS CO., INC.,

as Borrowers,

The Other Subsidiary Borrowers From Time to Time Party Hereto,

JPMORGAN CHASE BANK, N.A.,

as the Administrative Agent,

And

The Lenders Party Hereto

$3,000,000,000 REVOLVING DOLLAR AND EURO CREDIT FACILITY

JPMORGAN CHASE BANK, N.A., CITIBANK, N.A., BANK OF AMERICA, N.A., GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., BNP PARIBAS SECURITIES CORP. AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as Joint Bookrunners and Joint Lead Arrangers

CITIBANK, N.A.,

as Syndication Agent

BOFA SECURITIES, INC., GOLDMAN SACHS BANK USA, MORGAN STANLEY SENIOR FUNDING, INC., BNP PARIBAS SECURITIES CORP., and CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
as Documentation Agents

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
Section 1.01.	Defined Terms	1
Section 1.02.	Classification of Loans and Borrowings	27
Section 1.03.	Terms Generally	27
Section 1.04.	Interest Rates	28
Section 1.05.	Currency Translation	28
ARTICLE II THE CREDITS		29
Section 2.01.	Commitments; Additional Commitments	29
Section 2.02.	Loans and Borrowings	30
Section 2.03.	Requests for Borrowings	31
Section 2.04.	Funding of Borrowings	32
Section 2.05.	Interest Elections	33
Section 2.06.	Termination and Reduction of Commitments	34
Section 2.07.	Repayment of Loans; Evidence of Debt	34
Section 2.08.	Prepayment of Loans	35
Section 2.09.	Fees	36
Section 2.10.	Interest	37
Section 2.11.	Alternate Rate of Interest	38
Section 2.12.	Increased Costs	40
Section 2.13.	Taxes	42
Section 2.14.	Payments Generally	46
Section 2.15.	Replacement of Lenders	47
Section 2.16.	Break Funding Payments	48
Section 2.17.	Illegality	49
Section 2.18.	Use of Proceeds	49
Section 2.19.	Defaulting Lenders	49
Section 2.20.	Letters of Credit	52
Section 2.21.	Extension of Final Maturity Date	58
ARTICLE III REPRESENTATIONS OF COMPANY		59
ARTICLE IV CONDITIONS		61
Section 4.01.	Effective Date; Closing Date	61
Section 4.02.	Each Credit Event	63
ARTICLE V AFFIRMATIVE COVENANTS		64
Section 5.01.	Financial Statements; Compliance Certificates; Other Information and Notices	64
Section 5.02.	Keeping of Books	65
Section 5.03.	Preservation of Existence	65
ARTICLE VI NEGATIVE COVENANTS		65

i

Section 6.01.	Fundamental Changes	65
Section 6.02.	Liens	66
Section 6.03.	Financial Covenant	67
Section 6.04.	Limitations on Non-Guarantor Subsidiary Indebtedness	68
Section 6.05.	Dividends and Distributions	69
Section 6.06.	Transactions with Affiliates	69
ARTICLE VII EVENTS OF DEFAULT		70
ARTICLE VIII THE ADMINISTRATIVE AGENT		70
Section 8.01.	Authorization and Action	74
Section 8.02.	Administrative Agent’s Reliance, Limitation of Liability, Etc	74
Section 8.03.	Posting of Communications	75
Section 8.04.	The Administrative Agent Individually	77
Section 8.05.	Successor Administrative Agent	77
Section 8.06.	Acknowledgements of Lenders and Issuing Banks	78
Section 8.07.	Certain ERISA Matters	79
Section 8.08.	Borrower Communications	80
ARTICLE IX MISCELLANEOUS		82
Section 9.01.	Notices	82
Section 9.02.	Waivers; Amendments	83
Section 9.03.	Expenses; Indemnity; Limitation on Liability	84
Section 9.04.	Successors and Assigns	86
Section 9.05.	Counterparts; Integration; Effectiveness	90
Section 9.06.	Governing Law; Jurisdiction; Consent to Service of Process	91
Section 9.07.	Headings	93
Section 9.08.	Confidentiality	93
Section 9.09.	WAIVER OF JURY TRIAL	94
Section 9.10.	Judgment Currency	94
Section 9.11.	USA PATRIOT Act	95
Section 9.12.	No Fiduciary Duty	95
Section 9.13.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	96
Section 9.14.	Erroneous Payments	96
Section 9.15.	Severability	100
Section 9.16.	Survival	100
Section 9.17.	Interest Rate Limitation	100
Section 9.18.	[Reserved].	100
Section 9.19.	Subsidiary Guarantors	101
Section 9.20.	Subsidiary Borrowers.	101
ARTICLE X GUARANTY		102
Section 10.01.	Guaranty	102
Section 10.02.	No Subrogation	103

ii

Section 10.03.	Amendments, etc. with respect to the Subsidiary Obligations	104
Section 10.04.	Guarantee Absolute and Unconditional	104
Section 10.05.	Reinstatement	105

iii

SCHEDULES:

Schedule 1.01    Applicable Margin

Schedule 2.01    Commitments

EXHIBITS:

Exhibit A    Form of Assignment and Acceptance

Exhibit B-1    Form of Increased Facility Activation Notice

Exhibit B-2    Form of New Lender Supplement

Exhibit C-1    Form of Tax Certificate (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit C-2    Form of Tax Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit C-3    Form of Tax Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit C-4    Form of Tax Certificate (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit D    Form of Compliance Certificate

Exhibit E    Form of Borrower Joinder Agreement

iv

CREDIT AGREEMENT (this “Agreement”), dated as of March 26, 2024 among GE VERNOVA LLC, a Delaware limited liability company (the “Company”), GE ALBANY FUNDING UNLIMITED COMPANY, an Irish private unlimited company incorporated under the laws of Ireland with registered number 591108 (“GE Albany”) and GE FUNDING OPERATIONS CO., INC., a Delaware corporation (“GE Funding”), the other Subsidiary Borrowers (as defined below) from time to time party hereto, the Lenders (as defined below) party hereto and JPMORGAN CHASE BANK, N.A., as the Administrative Agent (as defined below).

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR” 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 Alternate Base Rate. All ABR Loans shall be denominated in Dollars.

“Additional Lender” has the meaning set forth in Section 2.21(c).

“Adjusted Term SOFR Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars for any Interest Period, an interest rate per annum equal to (a) the Term SOFR for such Interest Period, plus (b) the Term SOFR Adjustment; 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., in its capacity as administrative agent for the Lenders hereunder. The Administrative Agent may act through one or more affiliates in London.

“Administrative Agent Fee Letter” means that certain fee letter, dated as of February 13, 2024, by and among the Company and the Administrative Agent.

“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.

“Agreed Currencies” means Dollars and Euros.

“Alternate Base Rate” means for any day a floating rate per annum equal to the higher of (i) 100% of the Prime Rate or (ii) the Federal Funds Effective Rate for such day; provided that any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Alternative Currency” means Euros.

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Company and its affiliated companies from time to time concerning or relating to bribery or corruption.

“Anti-Money Laundering Laws” has the meaning given to such term in Section 3(h).

“Applicable Issuing Bank” means, with respect to any Letter of Credit, the Issuing Bank that has issued or shall issue such Letter of Credit, and with respect to any LC Disbursement, the Issuing Bank that has made such LC Disbursement.

“Applicable Law” or “Applicable Laws” means, with respect to any Person, laws, common law, statutes, judgments, decrees, rules, constitutions, treaties, conventions, regulations, codes, ordinances, orders, and legally enforceable requirements of all Governmental Authorities, in each case, applicable to such Person.

“Applicable Margin” has the meaning set forth on Schedule 1.01

“Approved Borrower Portal” has the meaning given to such term in Section 8.08.

“Approved Electronic Platforms” has the meaning given to such term in Section 2.15.

“Assignment and Acceptance” means an assignment and acceptance 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 approved by the Administrative Agent.

“Available Tenor” means, as of any date of determination and with respect to any then-current Benchmark for any Agreed Currency, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, 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 2.11(e).

2

“Availability Period” means, with respect to the making of Loans, the period from and including the Closing Date to but excluding the earlier of the Final Maturity Date and the date of the termination of the relevant Commitments.

“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 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).

“Bank Secrecy Act” means The Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330), as amended.

“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 (i) Term Benchmark Borrowing denominated in Dollars, the Term SOFR Screen Rate or (ii) Term Benchmark Borrowing denominated in Euros, the EURIBOR Screen Rate; provided that, if a Benchmark Transition Event has occurred with respect to any then-current “Benchmark” for any Agreed Currency, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.11(b).

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

3

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

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

“Benchmark Replacement Conforming Changes” means, with respect to either the use or administration of Adjusted Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.11 and other technical, administrative or operational matters) that the Administrative Agent, in consultation with the Company, decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent, in consultation with the Company, decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Benchmark Replacement Date” means the earliest to occur of the following events with respect to any 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

4

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 non-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, 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 the occurrence of one or more of the following events with respect to any 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, 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), 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 not, or as of a specified future date will not be, representative.

5

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

“Benchmark Unavailability Period” means, with respect to any applicable Benchmark, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced such then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.11 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 2.11.

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

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

“Board” means the Board of Governors of the Federal Reserve System of the United States of America (or any successor).

“Borrower” means, as applicable, the Company, GE Albany, GE Funding or any other Subsidiary Borrower designated from time to time by the Company until (in the case of any Subsidiary Borrower) such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 9.20.

“Borrower Joinder Agreement” means a joinder agreement substantially in the form of Exhibit E.

“Borrowing” means Loans of the same Type, made to the same Borrower, 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 Date” means any Business Day specified by a Borrower as a date on which such Borrower requests the Lenders to make Loans hereunder.

6

“Borrowing Request” means a request by a Borrower for a Borrowing in a form and substance reasonably approved by such Borrower and the Administrative Agent, and signed by such Borrower and delivered in accordance with Section 2.03; provided that if such Borrowing Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City; provided that, in addition to the foregoing, a Business Day shall be (a) in relation to Loans denominated in Euros and in relation to the calculation or computation of EURIBOR, any day which is a TARGET Day, (b) in relation to Loans referencing the Adjusted Term SOFR Rate and any interest rate settings, fundings, disbursements, settlements or payments of any such Loans referencing the Adjusted Term SOFR Rate or any other dealings of such Loans referencing the Adjusted Term SOFR Rate, any such day that is a U.S. Government Securities Business Day and (c) in relation to the performance of any Obligations under the Loan Documents of any Subsidiary Borrower or Subsidiary Guarantor incorporated under the laws of Ireland the term “Business Day” shall exclude any day on which commercial banks are authorized to close under the laws of, or are in fact closed in, Ireland.

“Calculation Date” means (a) the last calendar day of each month (or, if such day is not a Business Day, the next succeeding Business Day); (b) with respect to any Letter of Credit denominated in Euros, each of the following: (i) the date on which such Letter of Credit is issued, (ii) the first Business Day of each calendar quarter and (iii) the date of any amendment of such Letter of Credit that has the effect of increasing the available balance thereof; and (c) at any time when a Default or Event of Default shall have occurred and be continuing, any other Business Day which the Administrative Agent may determine in its sole discretion to be a Calculation Date.

“Change Event” has the meaning given to such term in Section 2.12.

“Change in Law” has the meaning given to such term in Section 2.12.

“Change of Control” shall be deemed to have occurred if any Person or group of Persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding (i) any employee benefit plan of the Company and its Subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (ii) prior to the occurrence of the Spin, General Electric Company and its subsidiaries), shall have acquired beneficial ownership (within the meaning of Section 13(d) or 14(d) of the Exchange Act and the applicable rules and regulations thereunder) of more than 40% of the outstanding voting Equity Interests in the Company; provided that (i) the Spin and all transactions occurring on or before or substantially concurrently with the Spin shall not constitute a Change of Control and (ii) no acquisition of any non-voting Equity Interests of the Company by any Person or group of Persons shall constitute a Change of Control.

“Closing Date” has the meaning given to such term in Section 4.01.

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

7

“Commitment” means, with respect to each Lender, the commitment of such Lender to make Loans and to acquire participations in Letters of Credit hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.06, (b) increased from time to time pursuant to Section 2.01(c) or (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, or in the New Lender Supplement pursuant to which such Lender shall have become a party hereto, as applicable.

“Company” has the meaning assigned to such term in the preamble hereto.

“Compliance Certificate” means a certificate substantially in the form of Exhibit D of a responsible officer, treasurer or assistant or deputy treasurer of the Company containing information and calculations required to demonstrate compliance with Section 6.03 (which delivery may be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes).

“Consolidated EBITDA” means, for any Person for any period, Consolidated Net Income of such Person for such period adjusted to exclude the effects of (a) gains or losses from discontinued operations, (b) any extraordinary or other non-recurring non-cash gains, losses or expenses (including marks and impairments and non-cash restructuring charges), (c) interest expense, (d) income tax expense or benefit, (e) depreciation, amortization and other non-cash charges, (f) interest income, (g) equity income and losses, (h) other non-operating income or expense, (i) “spin-off” and separation costs (including costs related to the Spin), provided that adjustment for any cash expenses pursuant to this clause (i) shall be limited to such expenses incurred on or prior to the Closing Date or during the first six fiscal quarters of the Company ending after the Closing Date and (j) other cash restructuring charges, provided that the amount added in the calculation of Consolidated EBITDA pursuant to clause (j) in any period shall not exceed 15% of Consolidated EBITDA in the aggregate for such period (before giving effect to such adjustment). For the purpose of calculating Consolidated EBITDA for any Person for any period, if during such period such Person or any Subsidiary of such Person shall have made a Material Acquisition or Material Disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect to such Material Acquisition or Material Disposition as if such Material Acquisition or Material Disposition occurred on the first day of such period.

“Consolidated Leverage Ratio” means, for any period, the ratio of (a) Net Debt of the Company and its Subsidiaries as of the end of such period to (b) Consolidated EBITDA of the Company and its Subsidiaries for such period.

“Consolidated Net Income” means, for any Person for any period, the net income of such Person and its consolidated Subsidiaries, determined on a consolidated basis for such period in accordance with GAAP.

“Consolidated Tangible Assets” means, at any date, Consolidated Total Assets minus (without duplication) the net book value of all assets which would be treated as intangible assets, as determined on a consolidated basis in accordance with GAAP.

8

“Consolidated Total Assets” means, at any date, the net book value of all assets of the Company and its Subsidiaries as determined on a consolidated basis in accordance with GAAP.

“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.

“Credit Exposure” means, with respect to any Lender at any time, the sum of (x) the outstanding principal amount of such Lender’s Loans and (y) such Lender’s Pro Rata Percentage of the aggregate LC Exposure at such time (to the extent such LC Exposure has not been ratably funded by the Lenders and remains outstanding at such time).

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

“Defaulting Lender” means any Lender that (a) has failed, within two 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 Borrower 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 any Borrower 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 Business Days after request by a Borrower, 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 Borrower’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“Documentation Agents” means the Documentation Agents identified on the cover page of this Agreement.

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

“Domestic Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is not a Foreign Subsidiary. Unless otherwise qualified, all references to a “Domestic

9

Subsidiary” or to “Domestic Subsidiaries” in this Agreement shall refer to a Domestic Subsidiary or Domestic Subsidiaries of the Company.

“Domestic Subsidiary Borrower” means any Subsidiary Borrower which is a Domestic Subsidiary.

“EEA Financial Institution” means (a) any institution 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 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.

“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.

“EMU Legislation” means legislative measures of the European Union (including, without limitation, the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more member states.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements with any Governmental Authority, relating in any way to pollution, the protection of the environment, including natural resources, or health and safety, or to pollutants, contaminants or chemicals or any toxic or otherwise hazardous substances, materials or wastes.

“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.

“ERISA” means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto, as amended from time to time.

“ERISA Event” means, in each case with respect to the Plan, (a) a Lien of the PBGC shall be filed against the Company under Section 4068 of ERISA and such Lien shall remain undischarged for a period of 180 days after the date of filing, (b) the Company shall fail to pay, within 90 days of the due date, any material amount which it shall have become liable to

10

pay to the PBGC or to the Plan under Title IV of ERISA, (c) a determination that the Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), (d) 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 the Plan, (e) the receipt by the Company from the PBGC or a plan administrator of any notice relating to the intention to terminate or cause a trustee to be appointed to administer the Plan and such proceeding shall not have been dismissed or (f) conditions contained in Section 303(k)(1)(A) of ERISA for imposition of a lien shall have been met with respect to the Plan and a lien is placed on the Plan that remains undischarged for a period of 90 days.

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

“Erroneous Payment Deficiency Assignment” has the meaning given to such term in Section 9.14(d)(i).

“Erroneous Payment Return Deficiency” has the meaning given to such term in Section 9.14(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning given to such term in Section 9.14(e).

“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.

“EURIBOR” 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 EURIBOR Rate.

“EURIBOR Rate” means, with respect to any EURIBOR Borrowing for any Interest Period, the rate per annum appearing on the appropriate page of the Reuters screen (it being understood that this rate is the Euro interbank offered rate sponsored by the European Money Markets Institute (known as the “EMMI”) and the Financial Markets Association (known as the “ACI”)) (or on any successor or substitute page of Reuters, or any successor to or substitute for Reuters, providing rate quotations comparable to those currently provided on such page of Reuters, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euros in the London interbank market) (the “EURIBOR Screen Rate”) at approximately 11:00 a.m., Brussels time, two TARGET Days prior to the commencement of such Interest Period, as the rate for deposits in Euros with a maturity comparable to such Interest Period; provided that, if the rate appearing on such screen at such time shall be less than the Floor, such rate shall be deemed to be the Floor for the purposes of this Agreement.

“EURIBOR Screen Rate” has the meaning given to such term in the definition of “EURIBOR Rate”.

11

“Euros” or “€” means the single currency of Participating Member States introduced in accordance with the provision of Article 123 of the Treaty and, in respect of all payments to be made under this Agreement in Euros, means immediately available, freely transferable funds.

“Events of Default” has the meaning assigned to such term in Article VII.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exchange Rate” means, with respect to Euros on a particular date, the rate at which such currency may be exchanged into Dollars, as set forth on such date on the applicable Reuters currency page with respect to Euros. In the event that such rate does not appear on the applicable Reuters currency page, the Exchange Rate with respect to Euros shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Administrative Agent and the Company or, in the absence of such agreement, such Exchange Rate shall instead be the Administrative Agent’s (or its applicable affiliate’s) spot rate of exchange in respect of such currency, at or about 10:00 a.m., local time, at such date for the purchase of Dollars with Euros, for delivery two Business Days later; provided that, if at the time of any such determination, for any reason, no such spot rate is being quoted, the Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Taxes” means, with respect to the Administrative Agent, any Lender, or any other recipient of any payment to be made by or on account of any obligation of any Borrower hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated) or net profits and franchise Taxes (imposed in lieu of net income Taxes) by any jurisdiction as a result of such party being organized or resident, having its principal office or applicable lending office or doing business in such jurisdiction or having any other present or former connection with such jurisdiction (other than a business or other connection deemed to arise solely from such person having executed, delivered, become a party to, or performed its obligations or received a payment under, or enforced and/or engaged in any activities contemplated with respect to, this Agreement), (b) any withholding or Taxes attributable to any person’s failure to comply with any of Section 2.13(e), (f) and (i) of this Agreement, (c) any Tax that is imposed pursuant to a law in effect at the time such Lender becomes a party to this Agreement or designates a new lending office, except to the extent that such Lender or its assignor, if any, was entitled, immediately prior to such designation of a new lending office or assignment, to receive additional amounts from any Borrower with respect to any Tax pursuant to Section 2.13 and other than pursuant to an assignment request of any Borrower under Section 2.15, (d) any Tax in the nature of the branch profits Tax within the meaning of Section 884(a) of the Code and any similar Tax imposed by any jurisdiction, (e) any withholding Taxes that are imposed by reason of or pursuant to FATCA, (f) any withholding Tax imposed by Ireland on payments of interest to a Lender under this Agreement where such Tax would not be imposed if the Lender had been an Irish Qualifying Lender on that date, but on the date on which the payment falls due the Lender is not, or has ceased to be, an Irish Qualifying Lender other than as

12

a result of a change after the date it became a Lender under this Agreement in (or in the interpretation, administration, or application of) any law, or any Irish Treaty and (g) the Lender is an Irish Treaty Lender and a Borrower is able to demonstrate that the payment could have been made to the Lender without such withholding or deduction, had that Lender complied with its obligations under Section 2.13(k).

“Extension Request” means a written request from the Company to the Administrative Agent requesting an extension of the Final Maturity Date pursuant to Section 2.21.

“Facility” means the Loans and the Commitments, in each case, provided to or for the benefit of the Borrowers pursuant to the terms of this Agreement.

“Facility Fee” has the meaning given to such term in Section 2.09(a).

“Facility Fee Rate” has the meaning given to such term in Section 2.09(a).

“FATCA” means Sections 1471–1474 of the Code as of the date of this Agreement (or any successor Code provisions that are substantively similar thereto and which do not impose criteria that are materially more onerous than those contained in such Sections as of the date of this Agreement), any current or future regulations issued thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements implementing any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any of the foregoing.

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that, if the rate so published or quoted at such time shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Fee Letters” means the collective reference to the fee letters entered into by the Company, the Administrative Agent and the Lead Arrangers, in each case dated as of February 13, 2024.

“Final Maturity Date” means the later of (a) the fifth anniversary of the Closing Date and (b) if the maturity date is extended pursuant to Section 2.21, such extended maturity date as determined pursuant to such Section; provided, however, that, in each case, if such date is not a Business Day, then the Final Maturity Date shall be the immediately preceding Business Day.

“Fitch” means Fitch, Inc. or any successor.

13

“Floor” means 0.00%.

“Foreign Subsidiary” means, with respect to any Person, any Subsidiary of such Person that is organized under the laws of any jurisdiction outside the United States. Unless otherwise qualified, all references to a “Foreign Subsidiary” or to “Foreign Subsidiaries” in this Agreement shall refer to a Foreign Subsidiary or Foreign Subsidiaries of the Company.

“Foreign Subsidiary Borrower” means any Subsidiary Borrower that is a Foreign Subsidiary.

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

“GE Albany” has the meaning assigned to such term in the preamble hereto.

“GE Credit Agreement” means that certain Amended and Restated Credit Agreement, dated May 27, 2021 (as amended by the First Amendment, dated as of June 9, 2023), entered into among JPMorgan Chase Bank, N.A., as the administrative agent thereunder, General Electric Company, as the borrower thereunder, and the lenders from time to time party thereto.

“GE Funding” has the meaning assigned to such term in the preamble hereto.

“Governmental Authority” means the government of the United States of America, 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 including any applicable supranational bodies (such as the European Union or the European Central Bank).

“Increased Facility Activation Notice” means a notice substantially in the form of Exhibit B-1.

“Increased Facility Closing Date” means any Business Day designated as such in an Increased Facility Activation Notice.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments and (c) all guarantees by such Person of Indebtedness of others.

“Indemnified Taxes” means Taxes (other than Excluded Taxes and Other Taxes) that are imposed on or with respect to any payment by, or on account of an obligation of, any Borrower hereunder.

“Indemnitee” has the meaning given to such term in Section 9.03(b).

14

“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 or (d) the Company 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 (x) has not been established for the primary purpose of acquiring any Loans or Commitments, (y) 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 (z) 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; provided that, upon the occurrence and during the continuance of an Event of Default, any Person (other than a Lender) shall be an Ineligible Institution if after giving effect to any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding Credit Exposure or Commitments, as the case may be.

“Interest Election Request” means a request by a Borrower to convert or continue a Borrowing in accordance with Section 2.05.

“Interest Payment Date” means (a) with respect to any ABR Loan, the last day of each March, June, September and December and (b) with respect to any Term Benchmark Loan, the last day of the 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 months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period.

“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 thereof), as the relevant 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 pertaining to a Term Benchmark Borrowing 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 Interest Period shall extend beyond the Final Maturity Date. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“Irish Qualifying Lender” means a Lender which is beneficially entitled to interest payable to that Lender in respect of an advance under the Agreement that is:

a)a bank within the meaning of section 246 of the TCA which is carrying on a bona fide banking business in Ireland for the purposes of section 246(3)(a) of the TCA; or

15

b)a body corporate:

a.which, by virtue of the law of a Relevant Territory, is resident in the Relevant Territory for the purposes of tax and that Relevant Territory imposes a tax that generally applies to interest receivable in that Relevant Territory by companies from sources outside that Relevant Territory; or

b.where interest payable in respect of an advance:

ARTICLE Iis exempted from the charge to income tax under a double taxation agreement having force of law under the procedures set out in section 826(1) of the TCA; or

i.would be exempted from the charge to Irish income tax under a double taxation agreement entered into on or before the payment date of that interest if that double taxation agreement had the force of law under the provisions set out in section 826(1) of the TCA at that date,

except where interest is paid to that body corporate under the Agreement in connection with a trade or business which is carried on in Ireland by it through a branch or agency; or

c)which is a United States of America (“U.S.”) company which is incorporated in the U.S. and is taxed in the U.S. on its worldwide income except where interest is paid to that U.S. company under the Agreement in connection with a trade or business which is carried on in Ireland by it through a branch or agency; or

d)which is a U.S. limited liability company (LLC) provided that the ultimate recipients of the interest would, if they were themselves Lenders, be Qualifying Lenders within paragraph (b) or (c) of this definition and the business conducted through the LLC is so structured for non-tax commercial reasons and not for tax avoidance purposes, except where interest is paid to that LLC under the Agreement in connection with a trade or business which is carried on in Ireland by it through a branch or agency; or

e)a body corporate which:

a.advances money in the ordinary course of a trade which includes the lending of money;

b.in whose hands any interest payable in respect of monies so advanced is taken into account in computing the trading income of that body corporate and

c.such body corporate has complied with the notification requirements under section 246(5)(a) of the TCA; or

16

f)a qualifying company (within the meaning of section 110 of the TCA); or

g)an investment undertaking (within the meaning of section 739B of the TCA); or

h)an Irish Treaty Lender.

“Irish Treaty Lender” means a Lender, other than a Lender falling within paragraphs b), c) or d) of the definition of “Irish Qualifying Lender” which, subject to the completion of all necessary procedural formalities:

a)is treated as a resident of an Irish Treaty State for the purposes of an Irish Treaty;

b)does not carry on a business in Ireland through a permanent establishment with which that Lender’s participation in this Agreement is effectively connected; and

c)fulfils any other conditions which must be fulfilled under the Irish Treaty by residents of that Irish Treaty State for such residents to obtain full exemption from tax imposed by Ireland on interest payable under this Agreement.

“Irish Treaty State” means a jurisdiction which has a double taxation agreement with Ireland (an “Irish Treaty”) which is in effect and makes provision for full exemption from tax imposed by Ireland on interest.

“Issuing Bank” means each of BNP Paribas Securities Corp. and Credit Agricole Corporate and Investment Bank and each other Lender so designated as an “Issuing Bank” by any Borrower with such Lender’s consent and with prior written notice to the Administrative Agent, in its capacity as the issuer of Letters of Credit hereunder, and any of their successors in such capacity as provided in Section 2.20(i)(1). Each 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.

“Issuing Bank Individual Sublimit” means, (i) for each of the Issuing Banks party hereto on the Effective Date, the amount set forth in the schedule below next to such Issuing Bank’s name, (ii) for each Issuing Bank that replaces a previous Issuing Bank pursuant to Section 2.20(i)(1), the Issuing Bank Individual Sublimit of the replaced Issuing Bank that was in effect immediately prior to the replacement and (iii) for each additional Issuing Bank added pursuant to Section 2.20(i)(2), an amount agreed among the Company, the Administrative Agent and such additional Issuing Bank, with the Issuing Bank Individual Sublimit or Issuing Bank Individual Sublimits of one or more other Issuing Banks being reduced (with the consent of such Issuing Bank or Issuing Banks) such that the sum of all Issuing Bank Individual Sublimits shall equal $500,000,000.

17

Issuing Bank	Issuing Bank Individual Sublimit
BNP Paribas Securities Corp.	$250,000,000
Credit Agricole Corporate and Investment Bank	$250,000,000

“Issuing Bank Issued Amount” means, with respect to each Issuing Bank, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit at such time issued by such Issuing Bank plus (b) the aggregate amount of all LC Disbursements made by such Issuing Bank that have not yet been reimbursed by or on behalf of the Borrowers at such time.

“LC Collateral Account” has the meaning assigned to such term in Section 2.20(j).

“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 aggregate undrawn amount of all outstanding Letters of Credit at such time, plus (b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrowers at such time. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the amount available to be drawn under such Letter of Credit at such time. The LC Exposure of any Lender at any time shall be its Pro Rata Percentage of the total LC Exposure at such time.

“Lead Arrangers” means the Joint Bookrunners and Joint Lead Arrangers identified on the cover page of this Agreement.

“Legal Reservations” means:

(a) the principle that equitable remedies may be granted or refused at the discretion of the court and principles of good faith and fair dealing, the limitation of enforcement by laws relating to insolvency or reorganization and other laws generally affecting the rights of creditors and similar principles or limitations under the laws of any applicable jurisdiction;

(b) the time barring of claims under applicable laws and defenses of acquiescence, set-off or counterclaim and similar principles or limitations under the laws of any applicable jurisdiction;

(c) the principle that a court may construe a security interest expressed to be created by way of fixed security as being floating security;

18

(d) the principle that any additional interest imposed under any relevant agreement may be held to be unenforceable on the grounds that it is a penalty and thus void;

(e) the principle that a court may not give effect to an indemnity for legal costs incurred by an unsuccessful litigant;

(f) the principle that the creation or purported creation of security over any contract or agreement which is subject to a prohibition against transfer, assignment or charging may be void, ineffective or invalid and may give rise to a breach entitling the contracting party to terminate or take any other action in relation to such contract or agreement;

(g) similar principles, rights and defenses under the laws of any relevant jurisdiction to the extent that they are relevant and applicable; and

(h) any other matters which are set out as qualifications or reservations (however described) as to matters of law in any legal opinion delivered pursuant to the Loan Documents.

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

“Lenders” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to a New Lender Supplement or an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance.

“Letter of Credit” means any letter of credit or bank guarantee issued pursuant to this Agreement.

“Letter of Credit Application” means any letter of credit or bank guarantee application (or similar form or request) on the Applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit.

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

“Lien” means any mortgage, pledge, lien, security interest, charge, conditional sale or other title retention agreement or other similar encumbrance.

“Loan Document” means this Agreement, any guarantee agreement entered into by any Subsidiary of the Company in favor of the Administrative Agent for the benefit of the Lenders and Issuing Banks, any Letter of Credit, any Letter of Credit Application and any Borrower Joinder Agreement.

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

19

“Local Time” means, with respect to any Borrowing or payment made by any Borrower, New York City time or London time, as the case may be.

“Material Acquisition” means any acquisition or series of related acquisitions that involves consideration (including non-cash consideration) with a fair market value, as of the closing date thereof, in excess of $250,000,000.

“Material Adverse Effect” means a material adverse effect on (a) the business, property, operations or financial condition of the Company and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or the rights or remedies of the Administrative Agent or the Lenders hereunder, it being understood and agreed that a Material Adverse Effect shall not include any event, development or circumstance disclosed publicly by the Company prior to (x) in the case of Section 3(f), February 13, 2024 and (y) in each other case, the Effective Date.

“Material Disposition” means any sale, transfer, assignment, or other disposition or series of related sales, transfers, assignments or other dispositions by the Company or its Subsidiaries to any Person (other than any of the Company’s direct or indirect Subsidiaries) of any assets of the Company or its Subsidiaries, including a disposition of assets effected by the issuance of equity securities of a Subsidiary (other than (i) assets disposed of in the ordinary course of business, (ii) disposals of obsolete property or other property that is no longer useful in its business or (iii) assets disposed of pursuant to securitization, factoring, receivables financing and/or similar financing arrangements) that involves consideration (including non-cash consideration) with a fair market value, as of the closing date thereof, in excess of $250,000,000.

“Moody’s” means Moody’s Investors Service, Inc. or any successor.

“Net Debt” means Total Indebtedness minus (x) through and including the last day of the fourth full fiscal quarter occurring after the Closing Date, 75% and (y) on any date thereafter, 50%, of all unrestricted cash and cash equivalents (as defined in accordance with GAAP) of the Company and its Subsidiaries.

“New Lender” has the meaning given to such term in Section 2.01(c)(ii).

“New Lender Supplement” has the meaning given to such term in Section 2.01(c)(ii).

“Non-Extending Lender” has the meaning set forth in Section 2.21(a).

“Non-U.S. Lender” has the meaning given to such term in Section 2.13(e).

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

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

20

“Obligations” means (a) the due and punctual payment by the Borrowers of the principal of and premium, if any, and interest (including interest accruing, at the rate specified herein, during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on all Loans and all LC Exposure when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) the due and punctual payment or performance by the Borrowers of all other monetary obligations under this Agreement, any other Loan Document or Letter of Credit, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations accruing, at the rate specified herein or therein, or incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (c) without duplication of any of the foregoing, the Erroneous Payment Subrogation Rights.

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

“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, this Agreement, except any such Taxes that are imposed with respect to an assignment (other than an assignment made pursuant to Section 2.13(g) or 2.15) and as a result of a present or former connection between any Lender or Administrative Agent and the jurisdiction imposing such Tax (other than connections arising from the Lender or Administrative Agent having executed, delivered, become a party to, performed its obligations under, received payments under, or enforced this Agreement), excluding, for the avoidance of doubt, Excluded Taxes.

“Participant” has the meaning given to such term in Section 9.04(c).

“Participant Register” has the meaning given to such term in Section 9.04(c).

“Participating Member State” means a member of the European Communities that has the Euro as its currency in accordance with EMU Legislation.

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

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

“PDF”, when used in reference to notices via e-mail attachment, means portable document format or a similar electronic file format.

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

“Plan” means the General Electric Pension Plan.

21

“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.

“Pro Rata Percentage” means, with respect to any Lender, with respect to Loans or LC Exposure, a percentage equal to a fraction the numerator of which is such Lender’s Commitment and the denominator of which is the aggregate Commitments of all Lenders (if the Commitments have terminated or expired, the Pro Rata Percentages shall be determined based upon such Lender’s share of the aggregate Credit Exposure at that time).

“Proceeding” means any claim, litigation, investigation, action, 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 Debt Rating” means, as of any date, the rating that has been most recently announced by any of S&P, Moody’s or Fitch, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Company or, if any such rating agency shall have issued more than one such rating, the lowest such rating issued by such rating agency. For the purposes of determining the Applicable Margin, if the Company is split-rated and the ratings established by S&P, Moody’s and Fitch fall within different levels and (i) two ratings are equal and higher than the third, the Applicable Margin will be based on the higher rating, (ii) two ratings are equal and lower than the third, the Applicable Margin will be based on the lower rating or (iii) no ratings are equal, the Applicable Margin will be based on the intermediate rating. In the event that the Company shall maintain Public Debt Ratings from only two of S&P, Moody’s and Fitch and the Company is split-rated and (x) the ratings differential is one level, the Applicable Margin will be based on the higher rating and (y) the ratings differential is two levels or more, the Applicable Margin will be based on the level one level lower than the higher Public Debt Rating.

“Qualified Acquisition” means any acquisition or series of related acquisitions, all or any portion of which is debt-financed and that involves cash consideration of at least $1,000,000,000.

“Qualified Acquisition Election” has the meaning set forth in Section 6.03.

“Recipient” means (a) the Administrative Agent, (b) any Lender,(c) any Issuing Bank, as applicable or (d) any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder.

22

“Register” has the meaning set forth in Section 9.04.

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

“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 Governmental Body” means (i) with respect to a Benchmark Replacement in respect of Loans denominated in Dollars, the Federal Reserve Board and/or the NYFRB, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NYFRB or, in each case, any successor thereto, and (ii) with respect to a Benchmark Replacement in respect of Loans denominated in Euros, the European Central Bank, or a committee officially endorsed or convened by the European Central Bank or, in each case, any successor thereto.

“Relevant Rate” means (i) with respect to any Term Benchmark Borrowing denominated in Dollars, the Adjusted Term SOFR Rate and (ii) with respect to any Term Benchmark Borrowing denominated in Euros, the EURIBOR Rate.

“Relevant Territory” means

a)a member state of the European Union (other than Ireland); or

b)to the extent not a member state of the European Union, a jurisdiction with which Ireland has entered into a double taxation agreement that either has the force of law by virtue of section 826(1) of the TCA or which will have the force of law on completion of the procedures set out in section 826(1) of the TCA.

“Required Lenders” means, at any time, Lenders having Credit Exposures (USD Equivalent) and unused Commitments (USD Equivalent) representing more than 50% of the sum of the total Credit Exposures (USD Equivalent) and unused Commitments (USD Equivalent) at such time and based upon the Exchange Rate then in effect.

“Reset Date” means the second Business Day following each Calculation Date, provided that, in connection with any Calculation Date designated pursuant to clause (b) of the definition thereof, the applicable Reset Date shall be such Calculation Date.

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

“Response Date” has the meaning set forth in Section 2.21(a).

“S&P” means S&P Global Ratings or any successor.

23

“Sanctioned Country” means a country or territory which at any time is the subject of any Sanctions (at the date of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Kherson and Zaporizhzhia regions of Ukraine, 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 OFAC, the U.S. Department of State, the United Nations Security Council or any similar list maintained by the European Union or any EU member state or the United Kingdom, (b) any Person organized or ordinarily resident in a Sanctioned Country or (c) any Person directly or indirectly 50% or more owned by, or otherwise controlled by, any Person or Persons referenced in clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, France or His Majesty’s Treasury of the United Kingdom.

“SOFR” means a rate 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 Loan” means a Loan that bears interest at a rate based on the Adjusted Term SOFR Rate.

“Spin” means the substantially simultaneous consummation of the distribution of 100% of the Company’s common stock to the holders of General Electric Company common stock as contemplated by and in the manner set forth in that certain Information Statement on Form 10 as filed with the Securities and Exchange Commission on February 15, 2024.

“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 or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless otherwise specified, all references to a “Subsidiary” in this Agreement shall refer to a Subsidiary of the Company.

“Subsidiary Borrower” means GE Albany, GE Funding and any other Subsidiary that becomes a party hereto pursuant to Section 9.20, in each case until such time as such Subsidiary Borrower is removed as a party hereto pursuant to Section 9.20.

24

“Subsidiary Guarantor” has the meaning set forth in Section 9.19.

“Syndication Agent” means the Syndication Agent identified on the cover page of this Agreement.

“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer payment system which utilizes a single shared platform and which was launched on November 19, 2007.

“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be operative, such other payment system, if any, determined by the Administrative Agent to be a suitable replacement) is open for the settlement of payments in Euros.

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

“TCA” means the Taxes Consolidation Act 1997 of Ireland.

“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 EURIBOR Rate or the Adjusted Term SOFR Rate.

“Term SOFR” 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 published by the Term SOFR Administrator and identified 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 Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then, so long as such day is otherwise a U.S. Government Securities Business Day, the Term SOFR for such Term SOFR Determination Day will be the Term SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such Term SOFR was published by the Term SOFR Administrator, so long as such first preceding U.S. Government Securities Business Day is not more than five (5) U.S. Government Securities Business Days prior to such Term SOFR Determination Day.

“Term SOFR Adjustment” means a percentage equal to 0.10% per annum.

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

“Term SOFR Reference Rate” means, with respect to any Term Benchmark Borrowing denominated in Dollars and for any tenor comparable to the applicable Interest

25

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 Term SOFR Administrator.

“Ticking Fee” has the meaning set forth in Section 2.09(d).

“Total Indebtedness” means, as of any date, the sum of the aggregate principal amount of indebtedness of the Company and its Subsidiaries outstanding as of such date in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, but excluding in any event obligations of the Company or any Subsidiary as an account party or applicant in respect of acceptances, letters of credit, surety bonds, letters of guaranty or similar arrangements unless such acceptance, letter of credit, surety bond or letter of guaranty either is drawn or payable or supports an obligation that is drawn or payable; provided that, notwithstanding the foregoing, Total Indebtedness shall not include any indebtedness incurred by the Company or any of its Subsidiaries to the extent the proceeds thereof are (a) intended to be used to finance one or more acquisitions or investments not prohibited hereunder and (b) held by the Company or any Subsidiary in a segregated account pending such application (or pending the redemption or prepayment of such indebtedness in the event such acquisition or investment is not consummated), until such time as such proceeds are released from such segregated account.

“Transactions” means the Spin, the execution, delivery and performance by the Borrowers of this Agreement, the borrowing of Loans and issuance of Letters of Credit hereunder and the use of the proceeds thereof.

“Treaty” means the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1987, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice Treaty (which was signed at Nice on February 26, 2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states.

“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, the EURIBOR Rate or the Alternate Base Rate.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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.

26

“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.

“USD Equivalent” means, with respect to an amount of Euros, on any date, the amount of Dollars that may be purchased with such amount of Euros at the Exchange Rate in effect on such date.

“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.

“Withholding Agent” means the Borrowers and the Administrative Agent.

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

SECTION 1.02Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Type (e.g., “ABR Loan” or “Term Benchmark Loan”). Borrowings also may be classified and referred to by Type (e.g., “an ABR Borrowing” or “Term Benchmark Borrowing”).

SECTION 1.03Terms 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 reference herein to any Person shall be construed to include such Person’s successors and assigns, (b) 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 and (c) 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.

27

SECTION 1.04Interest Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate, Adjusted Term SOFR or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Adjusted Term SOFR, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrowers. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR, Adjusted Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender, any Issuing Bank 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 1.05Currency Translation.

(a)All references in the Loan Documents to Loans, Letters of Credit, Obligations, covenant baskets and other amounts shall be denominated in Dollars unless expressly provided otherwise. Compliance with all such Dollar denominated amounts shall be based on the USD Equivalent of any amounts denominated or reported under a Loan Document in a currency other than Dollars and shall be determined by the Administrative Agent on any Reset Date. Notwithstanding anything herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, the applicable Borrower shall repay such Obligation (including any interest thereon) in such other currency. All fees payable under Section 2.09 shall be payable in Dollars. Notwithstanding anything to the contrary in this Agreement, with respect to the amount of any Indebtedness, Lien, or affiliate transaction, no Default or Event of Default shall be deemed to have occurred solely as a result of any Dollar basket being exceeded due to a change in the rate of currency exchange occurring after the time of any such specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Section 7.01(c) or (j) being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the date on which the relevant judgment was entered and/or the date the relevant Indebtedness was incurred.

28

(b)Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Term Benchmark Loan or the issuance, amendment or extension of a Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Borrowing, Loan or Letter of Credit is denominated in an Alternative Currency, such amount shall be the USD Equivalent of such amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as the case may be.

ARTICLE II

THE CREDITS

SECTION 2.01Commitments; Additional Commitments.

(a)Subject to the terms and conditions set forth herein, each Lender agrees to make Loans in Dollars or Euros to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in the USD Equivalent of such Lender’s Credit Exposure exceeding such Lender’s Commitment. Within the foregoing limit and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Loans, except that no borrowing or reborrowing may occur after the Availability Period. The Loans denominated in Dollars shall in each case be ABR Loans or SOFR Loans, as each Borrower shall request. The Loans denominated in Euros shall in each case be EURIBOR Loans.

(i)Not later than 11:00 a.m., Brussels time, two TARGET Days preceding the Borrowing Date with respect to each Borrowing (or, in the case of a ABR Borrowing at a time when EURIBOR Loans shall be outstanding, promptly on such Borrowing Date), the Administrative Agent shall determine the Exchange Rate with respect to Euros as of such date and give notice thereof to the applicable Borrower and the Lenders. The Exchange Rate so determined shall become effective on such Borrowing Date for the purposes of determining the availability under the Commitments (it being understood that such availability shall be calculated and determined by applying such Exchange Rate to the aggregate principal amount of Loans made in Euros to the applicable Borrower which are outstanding on such Borrowing Date).

(b)Not later than 2:00 p.m., New York City time, on each Calculation Date (so long as any EURIBOR Loans shall be outstanding), the Administrative Agent shall determine the Exchange Rate with respect to Euros as of such Calculation Date and give notice thereof to the applicable Borrower and the Lenders. The Exchange Rate so determined shall become effective on the next succeeding Reset Date. If, on any Reset Date, the total Credit Exposure (USD Equivalent) exceeds an amount equal to 105% of the total Commitments, then the applicable Borrower shall, within three Business Days after notice thereof from the Administrative Agent, prepay Loans in an amount such that, after giving effect thereto, the total Credit Exposure (USD Equivalent) does not exceed the total Commitments (such calculation to be made using the Exchange Rate that is effective on such Reset Date); provided that any such prepayment shall be accompanied by accrued interest to the extent required by Section 2.10 but

29

shall be without premium or penalty of any kind (other than any payments required under Section 2.16).

(c)The Company and any one or more Lenders (including New Lenders) may, with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Closing Date, agree that such Lenders shall obtain or increase the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Lenders (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the total Commitments may not be increased by an amount greater than $750,000,000, and (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 (or approximately the Euro equivalent, as the case may be). No Lender shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Lenders of any such increase.

(i)Any additional bank, financial institution or other entity which, with the consent of the Company, the Administrative Agent and the Issuing Banks (not to be unreasonably withheld, delayed or conditioned and solely required to the extent that the Administrative Agent and/or the Issuing Banks would have had a consent right in the event of an assignment to such New Lender pursuant to Section 9.04(b)), elects to become a “Lender” under this Agreement in connection with any transaction described in Section 2.01(c)(i) shall execute a New Lender Supplement (each, a “New Lender Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Lender”) shall become a Lender for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

(ii)On each Increased Facility Closing Date with respect to which there are Loans then outstanding, the New Lender(s) under such Facility and/or the Lender(s) that have increased their Commitments shall make Loans, the proceeds of which will be used to prepay the Loans of other Lenders under such Facility, so that, after giving effect thereto, the resulting Loans outstanding under such Facility are allocated ratably among the Lenders under such Facility in accordance with Section 2.02 based on their respective unused Commitments under such Facility after giving effect to such Increased Facility Closing Date.

SECTION 2.02Loans 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 unused Commitments. Subject to Section 2.11, each Borrowing denominated in Dollars shall be comprised entirely of ABR Loans or SOFR Loans as the Borrower may request in accordance herewith. Subject to Section 2.11, each Borrowing denominated in Euros shall be comprised entirely of EURIBOR Loans.

30

(b)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.

(c)Each Lender at its option may make any Term Benchmark 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 Borrowers to repay such Loan in accordance with the terms of this Agreement.

(d)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 $5,000,000 (or approximately the Euro equivalent for a EURIBOR Borrowing) and not less than $25,000,000 (or approximately the Euro equivalent for a EURIBOR Borrowing) for Term Benchmark Borrowings; provided that each such Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000; provided that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of the total Commitments. 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 ten Term Benchmark Borrowings in Dollars and ten Term Benchmark Borrowings in Euros.

(e)Notwithstanding any other provision of this Agreement, no Borrower shall 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 Final Maturity Date.

SECTION 2.03Requests for Borrowings. To request a Borrowing, the applicable Borrower (or the Company on its behalf) shall deliver to the Administrative Agent a Borrowing Request (a) in the case of a Term Benchmark Borrowing, not later than 11:00 a.m., Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of a ABR Borrowing, 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 may be provided by hand delivery or email with PDF attachment to the Administrative Agent of a written Borrowing Request. Each such Borrowing Request shall specify the following information in compliance with Section 2.02:

(1)the aggregate amount and currency of the requested Borrowing;

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

(3)in the case of Borrowings denominated in Dollars, whether such Borrowing is to be a ABR Borrowing or a SOFR Borrowing;

31

(4)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

(5)the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.04.

If no election as to the Type of Borrowing is specified for a Borrowing denominated in Dollars, 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 month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, 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 2.04Funding of Borrowings.

(a)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds in the applicable currency by 1:00 p.m., Local Time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. The Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account 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 2.20(e) shall be remitted by the Administrative Agent to the Applicable Issuing Bank.

(b)Unless the Administrative Agent shall have received notice from a Lender prior to the proposed time 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 2.04(a) and may, in reliance upon such assumption, make available to the applicable 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 (x) the Administrative Agent shall notify the applicable Borrower of such inaction promptly following the Administrative Agent’s discovery of such inaction and (y) the applicable Lender and the applicable 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 such Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the Federal Funds Effective Rate (or, in the case of EURIBOR Loans, such other customary overnight rate as shall be specified by the Administrative Agent) or (ii) in the case of such Borrower, the interest rate applicable to such Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

32

SECTION 2.05Interest 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, during or after the Availability Period, the applicable 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. A 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, the applicable Borrower (or the Company on its behalf) shall notify the Administrative Agent of such election by telephone or in writing 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 telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or email with PDF attachment to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the applicable Borrower; provided that, if such Interest Election Request is submitted through an Approved Borrower Portal, the foregoing signature requirement may be waived at the sole discretion of the Administrative Agent.

(c)Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(1)the applicable Borrower and 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 (3) and (4) below shall be specified for each resulting Borrowing);

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

(3)in the case of Borrowings denominated in Dollars, whether the resulting Borrowing is to be an ABR Borrowing or a SOFR Borrowing; and

(4)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 applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration.

33

(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 any 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 continued as a Term Benchmark Borrowing in the same Agreed Currency for an additional Interest Period of one month.

SECTION 2.06Termination and Reduction of Commitments.

(a)Unless previously reduced or terminated pursuant to this Section 2.06, each Lender’s Commitments shall terminate on the Final Maturity Date. If the Closing Date does not occur on or before July 15, 2024, then each Lender’s Commitments shall terminate on July 15, 2024 at 11:59 p.m.

(b)The Company may at any time terminate, or from time to time reduce, any of the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $50,000,000 and (ii) the Company shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.08, the USD Equivalent of the total Credit Exposures would exceed the total Commitments.

(c)The Company shall notify the Administrative Agent of any election to terminate or reduce any of the Commitments under paragraph (b) of this Section 2.06 at least three 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 applicable Lenders of the contents thereof. Each notice delivered by the Company pursuant to this Section 2.06 shall be irrevocable; provided that a notice of termination of the Commitments delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a capital markets transaction, in which case such notice may be revoked by the Company (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 shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

SECTION 2.07Repayment of Loans; Evidence of Debt.

(a)Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan made to such Borrower on the Final Maturity Date in the applicable currency.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of each Borrower to such Lender resulting from

34

each Loan made by such Lender to such Borrower, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the 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 each 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 2.07(b) or 2.07(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 each Borrower to repay the Loans to it in accordance with the terms of this Agreement.

(e)Any Lender may reasonably request that Loans made by it to any Borrower be evidenced by a promissory note. In such event, the applicable Borrower shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and such Borrower. Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.08Prepayment of Loans.

(a)Subject to prior notice in accordance with paragraph (b) of this Section 2.08, each Borrower may at its option, at any time, without premium or penalty of any kind (other than any payments required under Section 2.16), prepay, in whole or in part, any Borrowings in the applicable currency.

(b)The applicable Borrower (or the Company on its behalf) shall notify the Administrative Agent by telephone or in writing (in the case of any telephonic notification, confirmed by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the Administrative Agent) of any prepayment hereunder (i) in the case of prepayment of a Term Benchmark Borrowing, not later than 11:00 a.m., Local Time, on the date three Business Days prior to the date of prepayment or (ii) in the case of prepayment of a ABR Borrowing, not later than 10:00 a.m., Local Time, on 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 Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents

35

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 shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.10.

SECTION 2.09Fees.

(a)The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee (such fee, the “Facility Fee”) in Dollars, which shall accrue at a rate per annum equal to the Applicable Margin under the caption “Facility Fee Rate” on the daily amount of the Commitments of such Lender during the period from and including the Closing Date to but excluding the date on which such Commitment terminates. Accrued Facility Fees shall be payable in arrears on the date that is 15 days after the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date. All Facility Fees shall be computed on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first business day but excluding the last day).

(b)The Company agrees to pay the fees set forth in the Fee Letters.

(c)The Company 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 Company and the Administrative Agent.

(d)The Company agrees to pay to the Administrative Agent for the account of each Lender a ticking fee (such fee, the “Ticking Fee”) in Dollars, which shall accrue at a rate per annum equal to the Applicable Margin under the caption “Ticking Fee Rate” on the daily amount of each Commitment of such Lender during the period from and including the date that is 90 days after the Effective Date to but excluding the earlier of (x) the Closing Date and (y) the date on which all of the Commitments hereunder are terminated. Accrued Ticking Fees, if any, shall be payable in arrears on the earlier of the Closing Date and July 15, 2024. All Ticking Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(e)The Company agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee (such fee, the “Participation Fee”) with respect to its participations in Letters of Credit at a per annum rate equal to the Applicable Margin applicable to Term Benchmark Loans, on the average daily amount of such Lender’s Pro Rata Percentage of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing 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 a fronting fee (such fee, the “Fronting Fee”), which shall accrue at the rate of 0.125% per annum on the daily maximum amount then available to be drawn under each Letter of Credit issued by such Issuing Bank during the period from and including the Closing Date to but excluding the later of the date of termination of the

36

Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, renewal or extension of any Letter of Credit or processing of drawings thereunder. 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 date that is 15 days after such day, commencing on the first such date to occur after the Closing 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. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 30 days after written 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.

(f)All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Facility Fees, Ticking Fees and Participation Fees, to the Lenders and, in the case of the Fronting Fees, the Applicable Issuing Banks. Fees paid shall not be refundable under any circumstances.

SECTION 2.10Interest.

(a)The Loans comprising each ABR Borrowing shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

(b)The Loans comprising each Term Benchmark Borrowing shall bear interest at a rate per annum equal to the Adjusted Term SOFR Rate (in the case of Loans denominated in Dollars) or the EURIBOR Rate (in the case of Loans denominated in Euro), as applicable, for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c)[reserved].

(d)Accrued interest on each Loan shall be payable in the applicable currency in arrears on each Interest Payment Date for such Loan; provided that (i) in the event of any repayment or prepayment of any Loan (other than a prepayment of a 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, (ii) 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 and (iii) all accrued interest on a Loan shall be payable upon termination of the Commitments applicable to such Loan and upon the Final Maturity Date.

(e)All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or Term Benchmark Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

37

SECTION 2.11Alternate Rate of Interest.

(a)Subject to clauses (b), (c), (d), (e) and (f) of this Section 2.11, if:

(i)the Administrative Agent determines (which determination shall be conclusive absent manifest error) prior to the commencement of any Interest Period for a Term Benchmark Borrowing, that adequate and reasonable means do not exist for ascertaining the Benchmark for the applicable Agreed Currency and such Interest Period; or

(ii)the Administrative Agent is advised by the Required Lenders that prior to the commencement of any Interest Period for a Term Benchmark Borrowing, the Adjusted Term SOFR Rate or the EURIBOR Rate for the applicable Agreed Currency and 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 the applicable Agreed Currency and such Interest Period;

then the Administrative Agent shall give notice thereof to the Company and the Lenders by telephone or electronic mail as promptly as practicable thereafter and, until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark or (y) the applicable Borrower (or the Company on its behalf) delivers a new Interest Election Request in accordance with the terms of Section 2.05 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, (1) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a SOFR Borrowing shall instead be deemed to be an Interest Election Request for an ABR Borrowing and (2) any Borrowing Request that requests a SOFR Borrowing shall instead be deemed to be a Borrowing Request for an ABR Borrowing and (B) for Loans denominated in Euro, (1) any Interest Election Request that requests a continuation of any Borrowing as a EURIBOR Borrowing shall instead be deemed to be an Interest Election Request for an ABR Borrowing denominated in Dollars (in an amount equal to the USD Equivalent of the amount in Euro requested therein) and (2) any Borrowing Request that requests a EURIBOR Borrowing shall instead be deemed to be a Borrowing Request for an ABR Borrowing denominated in Dollars (in an amount equal to the USD Equivalent of the amount in Euro requested therein); 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 in any Agreed Currency is outstanding on the date of the Company’s receipt of the notice from the Administrative Agent referred to in this Section 2.11(a) with respect to a Relevant Rate applicable to such Term Benchmark Loan, then until (x) the Administrative Agent notifies the Company and the Lenders that the circumstances giving rise to such notice no longer exist with respect to the relevant Benchmark and (y) the applicable Borrower (or the Company on its behalf) delivers a new Interest Election Request in accordance with the terms of Section 2.05 or a new Borrowing Request in accordance with the terms of Section 2.03, (A) for Loans denominated in Dollars, any SOFR 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

38

Business Day), be converted by the Administrative Agent to, and shall constitute, an ABR Loan, on such day and (B) for Loans denominated in Euro, any EURIBOR 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, at the applicable Borrower’s option (1) converted into an ABR Loan denominated in Dollars (in an amount equal to the USD Equivalent of the amount in Euro requested therein) or (2) be prepaid by such Borrower (it being agreed that if such Borrower does not make an election prior to the last day of the Interest Period applicable to such Loan, option (1) above will be deemed to have been selected).

(b)Notwithstanding anything to the contrary herein or in any other Loan Document, upon the occurrence of a Benchmark Transition Event, the Administrative Agent and the Company may amend this Agreement to replace any then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all affected Lenders and the Company so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.11(b) will occur prior to the applicable Benchmark Transition Start Date.

(c)In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, in consultation with the Company, 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 Company and the Lenders and Issuing Banks of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Company of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.11(e) and (y) the commencement of any Benchmark Unavailability Period with respect to any applicable Benchmark. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to Sections 2.11(b), (c), (d), (e) and (f), 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 2.11.

(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

39

Replacement), (i) if the applicable then-current Benchmark is a term rate (including the Term SOFR Reference Rate or the EURIBOR Screen 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 not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) 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 not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(f)Upon the Company’s receipt of notice of the commencement of a Benchmark Unavailability Period, any Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of, any Loan bearing interest with respect to the applicable Benchmark to be made, converted or continued during any Benchmark Unavailability Period and, failing that, (A) any request (or any deemed request for) for any Borrowing denominated in Dollars as, or conversion of any Borrowing denominated in Dollars to, or continuation of any Borrowing denominated in Dollars as, a Term Benchmark Borrowing shall be ineffective and such Borrowing shall be made or converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing and (B)  any request (or any deemed request for) for any Borrowing denominated in Euro as, or the continuation of any Borrowing denominated in Euro as, a Term Benchmark Borrowing shall be ineffective and such Borrowing shall be made or converted to on the last day of the Interest Period applicable thereto, an ABR Borrowing denominated in Dollars (in an amount equal to the USD Equivalent of the amount in Euro requested therein).

SECTION 2.12Increased Costs. In the event that by reason of any change after the date of this Agreement in Applicable Law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment after the date of this Agreement of any requirement or directive (whether or not having the force of law) of any Governmental Authority (each a “Change Event”); 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, but only in the event that the applicable Change Event results in the applicable Lender or Issuing Bank being in a materially different adverse position than exists as of the Closing Date with respect to any of the items described in categories (a) and (b) below 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

40

pursuant to Basel III, shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued (collectively, a “Change in Law”):

(a)any Lender or Issuing Bank shall, with respect to this Agreement, be subject to any Tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than (i) any Indemnified Taxes or Other Taxes in respect of which additional amounts are payable (or would be so payable but for an exception under Section 2.13) pursuant to Section 2.13; or (ii) Excluded Taxes); or

(b)any reserve, capital adequacy, special deposit, liquidity or similar requirements should be imposed on either the commitments to lend or the foreign claims of deposits of any Lender or Issuing Bank;

and if any of the above-mentioned measures shall result in a material increase in the cost to such Lender or such Issuing Bank of making or maintaining its Loans, Letters of Credit or Commitments or a material reduction in the amount of principal or interest received or receivable by such Lender or such Issuing Bank in respect thereof, then upon prompt written notification (which shall include the date of effectiveness of such change, adoption or enactment) and demand being made by such Lender or such Issuing Bank for such additional cost or reduction, the Company shall pay to such Lender, within 30 days of such demand being made by such Lender or such Issuing Bank, such additional cost or reduction; provided, however, that the Company shall not be responsible for any such cost or reduction that may accrue to such Lender or such Issuing Bank with respect to the period between the occurrence of the event which gave rise to such cost or reduction and the date on which notification is given by such Lender or such Issuing Bank to the Company; and provided, further, that the Company or such Issuing Bank shall not be obligated to pay such Lender or such Issuing Bank any such additional cost or reduction unless such Lender or such Issuing Bank certifies to the Company that at such time such Lender or such Issuing Bank shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section; and provided, further, that any such additional cost or reduction allocated to any Loan, Letter of Credit or Commitment shall not exceed the Company’s pro rata share of all costs attributable to all loans or advances or commitments to all borrowers by such Lender or such Issuing Bank that collectively result in the consequences for which such Lender or such Issuing Bank is to be compensated by the Company. Within 30 days of receipt of such notification, the Company will pay such additional costs as may be applicable to the period subsequent to notification or prepay in full all Loans or Letters of Credit outstanding under this Agreement so affected by such additional costs, together with interest and fees accrued thereon to the date of prepayment in full. Such Lender or such Issuing Bank shall use reasonable efforts (consistent with its internal policy applied on a non-discriminatory basis and legal and regulatory restrictions) to designate a different applicable lending office for the Loans made by it and its Commitments or to take other appropriate actions if such designation or actions, as the case may be, will avoid the need for, or reduce the amount of, any increased costs to the Company incurred under this Section, and will not, in the opinion of such Lender or such Issuing Bank, be otherwise disadvantageous to such Lender or such Issuing Bank.

41

SECTION 2.13Taxes.

(a)Any and all payments by or on account of any obligation of the Borrowers hereunder shall be made free and clear of and without deduction or withholding for any Taxes, except as required by law; provided that, if the applicable Withholding Agent shall be required to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives from the applicable Borrower an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable Withholding Agent shall make such deductions or withholdings and (iii) the applicable Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law. For the avoidance of doubt, a Tax imposed by reason of or pursuant to FATCA is a Tax required by law to be deducted or withheld.

(b)In addition, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(c)The Company (or the applicable Subsidiary Borrower) shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Lender, as the case may be (other than any penalties, interest and expenses resulting from any bad faith, gross negligence or willful misconduct of the Administrative Agent or such Lender), whether or not such Indemnified Taxes or Other 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 Company by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)As soon as practicable after any payment of Taxes by any Borrower to a Governmental Authority, such Borrower 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.

(e)Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Company and the Administrative Agent, at the time or times prescribed by Applicable Law or reasonably requested by the Company or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Lender, if reasonably requested by the Company or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Company or the Administrative Agent as will enable the Company or the Administrative Agent to determine whether or not such Lender is

42

subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, (i) each Lender (or assignee or Participant) that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Company and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) a copy of IRS Form W-9 certifying that such Lender (or assignee or Participant) is exempt from U.S. federal backup withholding Tax, (ii) each Lender (or assignee or Participant) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall deliver to the Company and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been purchased) a copy of IRS Form W-8BEN or W-8BEN-E, Form W-8ECI or Form W- 8IMY (together with any applicable underlying IRS forms), and, in the case of a Non-U.S. Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, a certificate substantially in the form of Exhibit C-1, C-2, C-3 or C-4, as applicable, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding Tax on payments under this Agreement, and (iii) if a payment made to a Lender under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable documentation or reporting requirements of FATCA (including those required pursuant to Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Company and the Administrative Agent, at the time or times prescribed by law and at such time or times reasonably requested by the Company 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 Company or the Administrative Agent as may be necessary for the Borrowers and the Administrative Agent to comply with its obligations under FATCA, to determine that such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment (and, solely for purposes of this Section 2.13(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement). Such forms and documentation shall be delivered by each Lender on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Company or the Administrative Agent. In addition, each Lender shall deliver such forms and documentation promptly upon the expiration, obsolescence or invalidity of any form or documentation previously delivered by such Lender. Each Lender shall promptly notify the Company and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Company or the Administrative Agent (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section, a Lender shall not be required to deliver any form and documentation pursuant to this Section that such Lender is not legally able to deliver.

(f)Any Non-U.S. Lender shall, to the extent it is legally entitled to do so, deliver to the Company 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 Non-U.S. Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of

43

the Company 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 Company and the Administrative Agent to determine the withholding or deduction required to be made.

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 Company and the Administrative Agent in writing of its legal inability to do so.

(g)The Administrative Agent and each Lender shall use reasonable efforts (consistent with its internal policy applied on a non-discriminatory basis and legal and regulatory restrictions) to designate a different applicable lending office for the Loans made by it and its Commitments or to take other appropriate actions if such designation or actions, as the case may be, will avoid the need for, or reduce the amount of, any payments the Borrowers are required to make under this Section 2.13, and will not, in the opinion of the Administrative Agent or such Lender, be otherwise disadvantageous to the Administrative Agent or such Lender.

(h)Each Lender shall severally indemnify the Administrative Agent within 10 days after written demand therefor, (i) for the full amount of any Taxes attributable to such Lender that are payable or paid by the Administrative Agent and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(e) relating to the maintenance of a Participant Register, in each case, including 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 set off and apply any and all amounts at any time owing to such Lender under this Agreement or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (h).

(i)With respect to payments made by the Borrowers to the Administrative Agent for the benefit, or on account of any Lender (or Participant), (i) each Administrative Agent that is a “United States person” as defined in Section 7701(a)(30) of the Code will provide an IRS Form W-9, and (ii) each Administrative Agent that is not a “United States person” as defined in Section 7701(a)(30) of the Code will, prior to any payment made by the Borrowers to such Administrative Agent, provide an IRS Form W-8IMY (a) certifying its status as a qualified intermediary, (b) assuming primary withholding responsibility for purposes of chapters 3 and 4 of the Code, and (c) either (1) assuming primary IRS Form 1099 reporting and backup withholding responsibility or (2) assuming reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that it maintains and that are held by specified U.S. persons as permitted under Treasury Regulations Section 1.6049-4(c)(4)(i) or (c)(4)(ii) in lieu of IRS Form 1099 reporting. No Administrative Agent shall be permitted to make the election described in Section 1471(b)(3) of the Code.

44

(j)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 2.13 (including by the payment of additional amounts pursuant to this Section 2.13), 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 2.13 with respect to Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party 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 2.13(j) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority, other than any penalties, interest or other charges resulting from any bad faith, negligence or willful misconduct of such indemnified party) in the event that such indemnified party is required to repay such refund to such Governmental Authority. 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. Notwithstanding anything to the contrary in this Section 2.13(j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.13(j) to the extent that the payment of such amount 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.

(k)A Lender that is an Irish Qualifying Lender solely on account of being an Irish Treaty Lender and any Borrower which makes a payment to which that Irish Treaty Lender is entitled, shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorization to make that payment without any deduction or withholding of any Tax imposed by Ireland.

(l)Each party which becomes a Lender on the day on which this Agreement is entered into confirms that, on such date, it is an Irish Qualifying Lender (other than an Irish Treaty Lender), unless it notifies the Company and the Administrative Agent in writing that it is not an Irish Qualifying Lender or is an Irish Treaty Lender. Each party which becomes a Lender after the date of this Agreement shall indicate, in the Assignment and Acceptance which it executes on becoming a Lender and for the benefit of the Administrative Agent and without liability to any Borrower, which of the following categories it falls in: (a) an Irish Qualifying Lender (other than an Irish Treaty Lender); (b) an Irish Treaty Lender or (c) not an Irish Qualifying Lender. If a Lender fails to indicate its status in accordance with this clause, then such Lender shall be treated for the purposes of this Agreement (including by the relevant Borrowers) as if it is not an Irish Qualifying Lender until such time as it notifies the Company and the Administrative Agent which category applies. An Assignment and Acceptance shall not be invalidated by any failure of a Lender to comply with this paragraph. A Lender shall promptly notify the Company and the Administrative Agent if it ceases to be an Irish Qualifying Lender.

(m)Following a written request from a Borrower, the relevant Lender shall provide to the relevant Borrower any correct, complete and accurate information available to the

45

Lender necessary for the relevant Borrower to comply with its obligations under sections 891A, 891E, 891F and 891G of the TCA.

(n)For purposes of this Section 2.13, the term “Lender” shall include any Issuing Bank.

SECTION 2.14Payments Generally.

(a)Unless otherwise specified herein, each Borrower shall make each payment required to be made by it hereunder (including under Section 2.12, 2.13, 2.16, or otherwise) prior to 1:00 p.m., Local Time, on the date when due and in immediately available funds, without set-off 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 to the applicable account designated to the Company by the Administrative Agent, except that payments pursuant to Sections 2.12, 2.13, 2.16, 2.20 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute in like funds any such payments received by the Administrative agent 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. All payments hereunder shall be made in the currency in which the applicable payment obligation is due.

(b)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, (ii) second, towards payment of unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of unreimbursed LC Disbursements then due to such parties and (iii) third, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)If any Lender shall, by exercising any right of counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans under such Facility and accrued interest thereon than the proportion received by any other Lender within such Facility, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders within such Facility to the extent necessary so that the benefit of all such payments made under such Facility shall be shared by the Lenders within such Facility ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; 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

46

payment made by a 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 to any assignee or Participant, other than to the Company or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). Each 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 such Borrower’s rights of counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

(d)Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment from a Borrower is due to the Administrative Agent for the account of the Lenders hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due.    In such event, if any Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender 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 Federal Funds Effective Rate (or, in the case of EURIBOR Loans, such other customary overnight rate as shall be specified by the Administrative Agent).

(e)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b) or 2.14(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

SECTION 2.15Replacement of Lenders.

(a)If any Lender or Issuing Bank requests compensation, or is entitled to payments, under Section 2.12 or Section 2.13 or is affected in the manner described in Section 2.17 and, in each case, such Lender or Issuing Bank has declined or is unable to designate a different lending office in accordance with Section 2.12 or Section 2.13(g), or if any Lender or Issuing Bank is a Defaulting Lender, then the Company may, at its sole expense and effort (in the case of a claim for compensation under, or payments pursuant to, Section 2.12 or Section 2.13 or in the case of illegality under Section 2.17) or at the expense and effort of any such Defaulting Lender, upon notice to such Lender or Issuing Bank and the Administrative Agent, require such Lender or Issuing Bank 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 2.12 or Section 2.13) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender or Issuing Bank, if a Lender or Issuing Bank accepts such assignment); provided that (i) the Company shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks, to the extent the Administrative Agent’s or Issuing Banks’

47

consent would have been required for such assignment under Section 9.04(b)), which consent shall not unreasonably be withheld or delayed, (ii) such Lender or Issuing Bank 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 applicable Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under, or payments pursuant to, Section 2.12 or Section 2.13 or from illegality under Section 2.17, such assignment will result in a reduction in such compensation or payments or eliminate the illegality, as the case may be. A Lender or Issuing Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or Issuing Bank or otherwise, the circumstances entitling the Company to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Company, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system as to which the Administrative Agent and such parties are participants (“Approved Electronic Platforms”)), and (ii) the Lender or Issuing Bank 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 or Issuing Bank; provided that any such documents shall be without recourse to or warranty by the parties thereto.

SECTION 2.16Break Funding Payments. In the event of (a) the payment of any principal of any Term Benchmark Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term Benchmark other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice is permitted to be revocable under Section 2.08(b) and is revoked in accordance herewith), or (d) 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 Company pursuant to Section 2.15, then, in any such event, the Company shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Term Benchmark Loan, the loss to any Lender attributable to any such event shall be deemed to include an amount reasonably determined by such Lender to be equal to the excess, if any, of (i) the amount of interest that such Lender would pay for a deposit equal to the principal amount of such Loan for the period from the date of such payment, conversion, failure or assignment to the last day of the then current Interest Period for such Loan (or, in the case of a failure to borrow, convert or continue, the duration of the Interest Period that would have resulted from such borrowing, conversion or continuation) if the interest rate payable on such deposit were equal to the Adjusted Term SOFR Rate or EURIBOR Rate, as applicable, for such Interest Period, over (ii) the amount of interest (as reasonably determined by such Lender) that such Lender would

48

earn on such principal amount for such period if such Lender were to invest such principal amount for such period at the interest rate that would be bid by such Lender (or an affiliate of such Lender) for deposits in the relevant currency from other banks in the applicable interbank market at the commencement of such period. 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 Company and shall be conclusive absent manifest error. The Company shall pay such Lender the amount shown as due on any such certificate within 15 days after receipt thereof.

SECTION 2.17Illegality. Notwithstanding any other provision herein, if the adoption of or any change in Applicable Law or regulation or in the interpretation or application thereof shall make it unlawful for any Lender to make or maintain Term Benchmark Loans as contemplated by this Agreement, (a) the Commitment of such Lender hereunder to make Term Benchmark Loans, continue Term Benchmark Loans as such and convert ABR Loans into SOFR Loans shall forthwith be canceled and (b) such Lender’s Loans then outstanding as Term Benchmark Loans, if any, (i) in the case of Loans denominated in Dollars, shall be converted automatically to ABR Loans and (ii) in the case of Loans denominated in Euro, shall be deemed prepaid and reborrowed as ABR Loans in an aggregate principal amount equal to the USD Equivalent of the original Euro denominated Loan, in each case, on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion or repayment of a Term Benchmark Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Company shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.16. If circumstances subsequently change so that any affected Lender shall determine that it is no longer so affected, such Lender will promptly notify the Company and the Administrative Agent, and upon receipt of such notice, the obligations of such Lender to make or continue Term Benchmark Loans or to convert ABR Loans into Term Benchmark Loans shall be reinstated.

SECTION 2.18Use of Proceeds. The proceeds of any Borrowing and any Letter of Credit shall be available (and the applicable Borrower agrees that it shall use such proceeds) for general corporate purposes of the Company and its Subsidiaries. No Borrower will request any Borrowing or use any Letter of Credit, and no Borrower will, and each Borrower will procure that its Subsidiaries and its or their respective directors, officers, employees and agents will not, use the proceeds of any Loans or Letters 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 to be conducted by 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 2.19Defaulting 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:

49

(a)the Facility Fees, Ticking Fees, Participation Fees and Fronting Fees shall cease to accrue on the Commitments, Loans and/or Letters of Credit (or participations therein) of such Defaulting Lender;

(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, or otherwise) 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 hereunder; third, to cash collateralize LC Exposure with respect to Defaulting Lender in accordance with this Section; fourth, as the Company may request (so long as no Default or Event of 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 Company, 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; sixth, to the payment of any amounts owing to the Lenders or Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of Default exists, to the payment of any amounts owing to any Borrower as a result of any judgment of a court of competent jurisdiction obtained by such Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; 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 each Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure are held by the Lenders pro rata in accordance with the Commitments 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 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; and

(c)the Commitment and 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

50

each Lender affected thereby. If the Company, the Issuing Banks and the Administrative Agent agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans and LC Exposure of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and LC Exposure to be held pro rata by the Lenders in accordance with their respective Pro Rata Percentages and reimburse each such Lender for any costs of the type described in Section 2.16 incurred by any Lender as a result of such purchase, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of any Borrower while that Lender was a Defaulting Lender; and

(d)if any LC Exposure exists at the time a Lender becomes a Defaulting Lender then:

(1)all or any part of LC Exposure of such Defaulting Lender shall be reallocated among the non-Defaulting Lenders in accordance with their respective Pro Rata Percentages, (x) but only to the extent the sum of all non-Defaulting Lenders’ Credit Exposure plus such Defaulting Lender’s LC Exposure does not exceed the total of all non-Defaulting Lenders’ Commitments and (y) only to the extent that no Event of Default shall have occurred and be continuing as of the date the applicable Lender became a Defaulting Lender;

(2)if the reallocation described in clause (i) above cannot, or can only partially, be effected, the applicable Borrower shall within three Business Days following notice by the Administrative Agent cash collateralize, for the benefit of the Issuing Banks, such 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 2.20(j) for so long as such LC Exposure is outstanding;

(3)if the applicable Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, such Borrower or the Administrative Agent shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.09(e) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(4)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 Sections 2.09(a) or 2.09(e), as applicable, shall be adjusted in accordance with such non-Defaulting Lenders’ Pro Rata Percentages; and

(5)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 Lender hereunder, all letter of credit fees payable under Section 2.09(e) with respect to such Defaulting Lender’s LC Exposure shall be payable to the Issuing Banks entitled to reimbursement until such LC Exposure is reallocated and/or cash collateralized; and

51

(e)so long as such Lender is a Defaulting Lender, the Issuing Banks shall not be required to issue or increase any Letter of Credit, unless the Applicable Issuing Bank, as the case may be, is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the applicable Borrower in accordance with Section 2.19(c), and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.19(c)(1) (and such Defaulting Lender shall not participate therein).

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 applicable 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.

In the event that each of the Administrative Agent, the Company 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 Pro Rata Percentage.

The Company may terminate the unused amount of the Commitment of any Lender that is a Defaulting Lender upon not less than two Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Lenders thereof); provided that (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim such Borrower, the Administrative Agent, any Issuing Bank or any Lender may have against such Defaulting Lender.

The rights and remedies against, and with respect to, a Defaulting Lender under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies that the Administrative Agent, any Lender or any Borrower may at any time have against, or with respect to, such Defaulting Lender.

SECTION 2.20Letters of Credit.

(a)General. Subject to the terms and conditions set forth herein, any Borrower may request the issuance of Letters of Credit denominated in Agreed Currencies for its own account or for the account of any of its Subsidiaries, with each Letter of Credit being in a form reasonably acceptable to the Administrative Agent and the Applicable Issuing Bank, at any time and from time to time from and after the Closing Date and before the Final Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Letter of Credit Application or other agreement submitted by any

52

Borrower to, or entered into by any Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control.

(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the applicable Borrower shall hand deliver (or transmit by electronic communication, including an Approved Borrower Portal, if arrangements for doing so have been approved by the respective Issuing Bank) to the Applicable Issuing Bank and the Administrative Agent (prior to 12:30 p.m., New York time, at least three Business Days prior to the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with Section 2.20(c)), the amount and Agreed Currency of such Letter of Credit, whether the Letter of Credit will be for the account of the applicable Borrower or a Subsidiary thereof (specifying the applicable Subsidiary), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by the Applicable Issuing Bank, the applicable Borrower also shall submit a Letter of Credit Application. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the applicable Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) the aggregate LC Exposure shall not exceed $500,000,000, (ii) the aggregate Credit Exposure shall not exceed the aggregate Commitments and (iii) the Issuing Bank Issued Amount with respect to the Applicable Issuing Bank shall not exceed the Issuing Bank Individual Sublimit of the Applicable Issuing Bank. An Issuing Bank shall not be under any obligation to issue any Letter of Credit if:

(1)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;

(2)the issuance of such Letter of Credit would violate one or more policies of such Issuing Bank applicable to letters of credit generally; or

(3)such Letter of Credit is not a “standby” Letter of Credit.

(c)Expiration Date. Each Letter of Credit shall expire no later than the date that is five years after the date of the issuance of such Letter of Credit (or, in the case of any renewal or extension thereof, five years after such renewal or extension); provided that any Letter of Credit may provide for the automatic extension thereof for additional periods of up to

53

five years (each, an “Auto-Extension Letter of Credit”) (provided further that any such Auto-Extension Letter of Credit must, if requested by the Applicable Issuing Bank, permit the Applicable Issuing Bank to prevent any such extension at least once in each five-year 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 period to be agreed upon at the time such Letter of Credit is issued). Notwithstanding the foregoing, any Letter of Credit that expires (including any renewal or extension period in the case of an Auto-Extension Letter of Credit) later than the close of business on the date that is five Business Days prior to the Final Maturity Date (the “Cash Collateralization Deadline”) shall be required to be cash collateralized pursuant to Section 2.20(j) or pursuant to other terms reasonably acceptable to the Applicable Issuing Bank and the Administrative Agent, or backstopped pursuant to arrangements reasonably acceptable to the Applicable Issuing Bank, in each case, prior to the Cash Collateralization Deadline.

(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, the Applicable Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Applicable Issuing Bank, a participation in such applicable Letter of Credit equal to such Lender’s Pro Rata Percentage, as applicable, of the aggregate amount available to be drawn under such applicable Letter of Credit. In consideration and in furtherance of the foregoing, each Lender hereby absolutely and unconditionally agrees on a several basis to pay to the Administrative Agent, for the account of the Applicable Issuing Bank, such Lender’s Pro Rata Percentage of each LC Disbursement made by the Applicable Issuing Bank and not reimbursed by the applicable Borrower on the date due as provided in Section 2.20(e), or of any reimbursement payment required to be refunded to such Borrower for any reason in each case in the applicable Agreed Currency. 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, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e)Reimbursement. If the Applicable Issuing Bank shall make any LC Disbursement in respect of such Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement in the applicable Agreed Currency by paying to the Administrative Agent an amount equal to such LC Disbursement not later than noon on the date that is one Business Day immediately following the day that such Borrower receives notice that such LC Disbursement is made; provided that, such Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 that such payment be financed with a Borrowing in an equivalent amount and, to the extent so financed, such Borrower’s obligation to make such payment shall be discharged and replaced by the resulting Borrowing. If the applicable 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 such Borrower in respect thereof and such Lender’s Pro Rata Percentage thereof. Promptly following receipt of such notice, each

54

applicable Lender shall pay to the Administrative Agent such Pro Rata Percentage of the payment in the applicable Agreed Currency, then due from the applicable Borrower, in the same manner as provided in Sections 2.04(a) and 2.04(b) with respect to Loans made by such Lender (and Sections 2.04(a) and 2.04(b) shall apply, mutatis mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Applicable Issuing Bank the amounts so received by it from the applicable Lenders. Promptly following receipt by the Administrative Agent of any payment from the applicable Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Applicable Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse the Applicable Issuing Bank, then to such applicable Lenders and the Applicable Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse the Applicable Issuing Bank for any LC Disbursement (other than the funding of a Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the applicable Borrower of their obligation to reimburse such LC Disbursement.

(f)Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as provided in Section 2.20(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 Applicable 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, in the absence of gross negligence or willful misconduct by such Applicable Issuing Bank (as finally determined by a court of competent jurisdiction), 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, each Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their 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 such Letter of Credit’s Applicable Issuing Bank; provided that the foregoing shall not be construed to excuse an Issuing Bank from liability to the Borrowers 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 Borrowers to the extent permitted by Applicable Law) suffered by any Borrower that are caused by such Issuing Bank’s gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). 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, the Applicable Issuing Bank may, in its sole discretion, either accept and make payment

55

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 Laws 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 applicable Borrower by telephone or electronic mail of such demand for payment and whether the Applicable 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 such Borrower of its obligation to reimburse the Applicable Issuing Bank and the Lenders with respect to any such LC Disbursement.

(h)Interim Interest. If the Applicable Issuing Bank shall make any LC Disbursement, then, unless the applicable 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 such Borrower reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans. Interest accrued pursuant to this paragraph shall be for the account of the Applicable Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to Section 2.20(e) to reimburse the Applicable Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i)Replacement of an Issuing Bank; Additional Issuing Banks; Resignation.

(1)Any Issuing Bank may be replaced at any time by written notice by any Borrower to such Issuing Bank, with the consent of the Administrative Agent 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 applicable Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.08(b). From and after the effective date of any such replacement, (i) 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 thereafter and (ii) 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.

(2)The Company may, at any time and from time to time with the consent of the Administrative Agent (which consent shall not be unreasonably withheld, denied, conditioned or delayed) and such Lender, designate one or more additional Lenders to act as an issuing bank under the terms of this Agreement. Any Lender designated as an issuing bank pursuant to this paragraph (i)(2) shall be deemed to be an “Issuing Bank” (in addition to being a

56

Lender) in respect of Letters of Credit issued or to be issued by such Lender, and, with respect to such Letters of Credit, such term shall thereafter apply to such new Issuing Bank and such Lender.

(3) Subject to the appointment of a successor Issuing Bank with respect to, or another existing Issuing Bank willing to assume, its Issuing Bank Individual Sublimit, any Issuing Bank may resign at any time by giving 30 days’ prior notice to the Administrative Agent, the Lenders and the Company. After the resignation of an Issuing Bank hereunder, the retiring Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation, but shall not be required to issue additional Letters of Credit or to extend, reinstate, or otherwise amend any then existing Letter of Credit.

(j)Cash Collateralization. If any Event of Default shall occur and be continuing, or if any Letter of Credit extends past the Final Maturity Date, on the Business Day that the Company receives notice from the Required Lenders (or, if the maturity of the Loans has been accelerated, the Administrative Agent) demanding the deposit of cash collateral pursuant to this paragraph, the Company shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “LC Collateral Account”), an amount in cash equal to 100% of the LC Exposure of the Borrowers as of such date plus 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 Company described in Section 7(d) or (e). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. In addition, and without limiting the foregoing or Section 2.20(c), if any LC Exposure remain outstanding after the expiration date specified in Section 2.01, the Company shall immediately deposit into the LC Collateral Account an amount in cash equal to 100% of such LC Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Company hereby grants the Administrative Agent a security interest in any such LC Collateral Account to secure the Obligations of the Borrowers with respect to the LC Exposure required to be cash collateralized pursuant to this paragraph. Other than any interest earned on the investment of such deposits, which investments shall be made only with the consent of the Company (to be given in its sole discretion) and if so made, at the Company’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in each such account. Moneys in each such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements on account of the Borrowers for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the LC Exposure at such time or, if the maturity of the Loans has been accelerated, be applied to satisfy other Obligations. If the Company 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

57

aforesaid) shall be returned to the Company within three Business Days after all such Events of Defaults have been cured or waived.

(k)Reporting. No later than 9:00 a.m., New York City time, on the second Business Day prior to the last day of each calendar quarter (the “Reporting Time”), each Issuing Bank shall provide the Administrative Agent with a summary of all (A) outstanding issuances at such time and (B) Letter of Credit activity during such calendar quarter. It is understood and agreed that, for purposes of the calculation of fees payable pursuant to Section 2.09(d), any Letter of Credit activity occurring after the Reporting Time shall be deemed to have occurred in the immediately succeeding calendar quarter.

SECTION 2.21Extension of Final Maturity Date.

(a)The Company may, by sending an Extension Request to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Lenders), after the first anniversary of the Closing Date but at least three months in advance of the Final Maturity Date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date but, for the avoidance of doubt, no more than once in any year), request that the Lenders extend such Final Maturity Date then in effect to the first anniversary of the Final Maturity Date then in effect. Each Lender, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such day is not a Business Day, the immediately following Business Day (the “Response Date”) advise the Administrative Agent in writing whether or not such Lender agrees to such extension (each Lender that so advises the Administrative Agent that it will not extend the Final Maturity Date, being referred to herein as a “Non-Extending Lender”); provided that any Lender that does not advise the Administrative Agent by the Response Date and any Defaulting Lender shall be deemed to be a Non-Extending Lender. The election of any Lender to agree to such extension shall not obligate any other Lender to agree.

(b)(i) If, on the Response Date, Lenders holding Commitments that aggregate to 50% or more of the total Commitments then in effect shall not have agreed to extend the Final Maturity Date, then such Final Maturity Date shall not be so extended and the outstanding principal balance of all Loans and other amounts payable hereunder shall be payable on such Final Maturity Date.

(ii)If (and only if), on the Response Date, Lenders holding Commitments that aggregate to more than 50% of the total Commitments then in effect shall have agreed to extend the Final Maturity Date, then the Final Maturity Date shall be extended to the date that is the first anniversary of the then-current Final Maturity Date (subject to satisfaction of the conditions set forth in Section 2.21(d)) with respect to Lenders that have so agreed to extend. In the event of such extension, the Commitment of each Non-Extending Lender shall terminate on the Final Maturity Date in effect prior to such extension, all Loans and other amounts payable hereunder to such Non-Extending Lenders shall become due and payable on such Final Maturity Date and the total Commitments of the

58

Lenders hereunder shall be reduced by the Commitments of the Non-Extending Lenders so terminated on such Final Maturity Date.

(c)In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Company shall have the right on or before the Final Maturity Date in effect prior to the requested extension, at its own expense, to require any Non-Extending Lender to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-Extending Lender, which may include any Lender (each an “Additional Lender”), provided that (w) such Additional Lender, if not already a Lender hereunder, shall be subject to the approval of the Administrative Agent and the Issuing Banks (such approvals not to be unreasonably withheld, conditioned or delayed), to the extent the consent of the Administrative Agent or the Issuing Banks would be required to effect an assignment under Section 9.04, (x) such assignment shall become effective as of a date specified by the Company (which shall not be later than the Final Maturity Date in effect prior to the requested extension), (y) the Additional Lender shall pay to such Non-Extending Lender in immediately available funds on the effective date of such assignment the principal of and interest accrued to the date of payment on the Loans made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) such Non-Extending Lender shall not be required to sign and deliver any assignment form in order for such assignment to become effective.

(d)As a condition precedent to each such extension, the Company shall deliver to the Administrative Agent a certificate of the Company dated as of the Final Maturity Date then in effect certifying that, before and after giving effect to such extension, the representations and warranties contained in Section 3 and the other Loan Documents are true and correct in all material respects on and as of the Final Maturity Date, except (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all material respects on and as of the Final Maturity Date and (ii) to the extent any such representations or warranties are limited to a specific date, in which case, such representations and warranties are accurate in all material respects as of such specific date.

(e)There shall be no more than two such extensions pursuant to this Section 2.21.

ARTICLE III

REPRESENTATIONS OF COMPANY

The Company represents, and each of the Subsidiary Borrowers represents as to itself, as follows:

(a)Each Borrower has been duly organized or incorporated (as applicable) and is validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization or incorporated (as applicable), and each Borrower has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement.

59

(b)The execution, delivery and performance by each Borrower of this Agreement (i) has been duly authorized by all necessary corporate action and (ii) does not and will not violate any provision of any law or regulation, or contractual or corporate restrictions, in each case, binding on such Borrower and material to the Company and its Subsidiaries, taken as a whole (except to the extent such violation would not reasonably be expected to have a Material Adverse Effect).

(c)This Agreement constitutes a legal, valid and binding obligation of each Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity, (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and (iii) any other Legal Reservations.

(d)The proceeds of the Loans made to the Borrowers shall not be used for a purpose which violates Regulation U.

(e)As of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending against any Borrower or, to the knowledge of the Borrowers, threatened by or against, the Company or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect.

(f)(i) The consolidated balance sheet of the Company (as a carve-out business of the General Electric Company) and its statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2023, reported on by Deloitte & Touche LLP, independent public accountants, or other independent certified public accountants of nationally recognized standing, as filed with the Securities and Exchange Commission, present fairly, in all material respects, the financial position and results of operations and cash flows of the Company and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP; and (ii) since December 31, 2023, to the date hereof, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Company and its Subsidiaries, taken as a whole.

(g)The Company maintains in effect policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Company and its Subsidiaries and, to the knowledge of the Company, their respective directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Company or any Subsidiary nor, to the knowledge of the Company or such Subsidiary, any of their respective directors, officers or employees or any of their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No part of the proceeds of the Loans or the Transactions will be used by the Company in violation of Anti-Corruption Laws or applicable Sanctions.

60

(h)The Company maintains in effect policies and procedures reasonably designed to ensure compliance by the Company, its Subsidiaries and their respective directors, officers, employees and agents with the Anti-Money Laundering Laws. The operations of the Company and its Subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations, to the extent applicable, and the applicable anti-money laundering statutes of jurisdictions where the Company and its Subsidiaries conduct business, and the rules and regulations thereunder (collectively, the “Anti-Money Laundering Laws”).

(i)Except, in each case, as would not reasonably be expected to have a Material Adverse Effect, (i) the Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable federal or state laws, (ii) there are no pending or, to the knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to the Plan, and (iii) no ERISA Event has occurred.

(j)Except as which would not otherwise have a Material Adverse Effect, to the knowledge of the Borrowers, the Borrowers are in compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with all permits, licenses and other authorizations required by such Environmental Laws. This paragraph (j) shall constitute the sole and exclusive representation and warranty regarding environmental matters, including those under or related to Environmental Laws.

(k)No Borrower is required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended.

(l)No Borrower is an Affected Financial Institution.

ARTICLE IV

CONDITIONS

SECTION 4.01Effective Date; Closing Date.

(a)This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Effective Date”):

(1)The Administrative Agent (or its counsel) shall have received from each Borrower, each Lender and each Issuing Bank, either (i) a counterpart of this Agreement signed on behalf of such party or parties or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party or parties have signed a counterpart of this Agreement.

(2)The Lenders, the Issuing Banks, the Administrative Agent and the Lead Arrangers having received all fees required to be paid, to the extent required to be paid on or prior to the Effective Date.

61

(3)The Administrative Agent having received, at least five days prior to the Effective Date, all documentation and other information regarding each Borrower requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and, to the extent such Borrower constitutes a “legal entity customer” thereunder, the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten Business Days prior to the Effective Date.

(4)The Administrative Agent shall have received the favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) in-house counsel for the Borrowers, (ii) Gibson, Dunn & Crutcher LLP, counsel to the Borrowers and (iii) A&L Goodbody LLP, special Irish counsel to GE Albany. The Company hereby requests such counsel to deliver such opinions.

(5)Since December 31, 2023, there has been no Material Adverse Effect on the Company and its Subsidiaries, taken as a whole.

(6)The Administrative Agent having received (x) a certificate, dated as of the Effective Date, signed by the Group Vice President, Treasurer, Head of Tax or Chief Financial Officer of the Company (or any other officer of the Company duly authorized to execute such certificate), confirming, on and as of the Effective Date, (I) the representations and warranties of the Borrowers set forth in this Agreement are true and correct in all material respects on and as of the Effective Date (except that (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects on and as of the Effective Date and (ii) to the extent any representation or warranty is expressly related to an earlier date, such representation or warranty was true and correct in all material respects as of such earlier date) and (II) no Default or Event of Default has occurred and is continuing on and as of the Effective Date (or would result from the occurrence of the Effective Date), (y) certificates, dated as of the Effective Date, signed by the secretary, assistant secretary or any other officer of each Borrower duly authorized to execute such certificate, certifying as to (i) specimen signatures of the persons authorized to execute Loan Documents on behalf of such Borrower, (ii) copies of such Borrower’s constituent organizational documents, (iii) the resolutions of the board of directors or other appropriate governing body of such Borrower authorizing the execution, delivery and performance of the Loan Documents to which it is a party and (iv) a certificate of good standing (or equivalent thereof in the relevant jurisdiction) for such Borrower from its jurisdiction of organization or incorporation certifying as to the good standing (or equivalent thereof) of such Borrower.

(b)The obligations of the Lenders to make Loans or 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) (such date, the “Closing Date”), which Closing Date shall occur on or before July 15, 2024:

(1)The Effective Date shall have occurred.

(2)The Lenders, the Issuing Banks, the Administrative Agent and the Lead Arrangers having received all fees and expenses required to be paid on or prior to the

62

Closing Date, and in the case of expenses, for which invoices have been presented at least three Business Days before the Closing Date.

(3)The Administrative Agent having received a certificate, dated the Closing Date and signed by the Group Vice President, Treasurer, Head of Tax or Chief Financial Officer of the Company (or any other officer of the Company duly authorized to execute such certificate), confirming, on and as of the Closing Date, (x) the representations and warranties of the Borrowers set forth in this Agreement are true and correct in all material respects on and as of the Closing Date (except that (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects on and as of the Closing Date and (ii) to the extent any representation or warranty is expressly related to an earlier date, such representation or warranty was true and correct in all material respects as of such earlier date), (y) no Default or Event of Default has occurred and is continuing on and as of the Closing Date (or would result from the occurrence of the Closing Date, including the borrowing of any Loans on the Closing Date and the use of proceeds therefrom) and (z) that there has been no change to the matters contained in the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(6)(y) (or otherwise attaching any applicable updates thereto).

(4)The Spin shall have been consummated or will be consummated substantially concurrently with occurrence of the Closing Date.

(5)To the extent any Borrowing will be requested to be made on the Closing Date, the delivery of a Borrowing Request.

(6)Prior to or substantially concurrently with the effectiveness of this Agreement on the Closing Date, any principal, interest and fees outstanding under the GE Credit Agreement shall have been paid in full and all commitments thereunder shall have been terminated; and the Administrative Agent shall have received customary evidence thereof.

The Administrative Agent shall notify the Borrowers, the Issuing Banks and the Lenders of each of the Effective Date and the Closing Date, and each such notice shall be conclusive and binding. For the purposes of determining whether the conditions precedent specified in Section 4.01(a) or (b) have been satisfied, each Lender and each Issuing Bank shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required thereunder to be consent to, approved by, acceptable to or satisfactory to the Lenders and/or the Issuing Banks, as applicable, unless the Administrative Agent shall have received notice from such Lender or such Issuing Bank prior to the Effective Date or the Closing Date, as applicable, specifying its objection thereto.

SECTION 4.02Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing (other than any Borrowing on the Closing Date) or issue, amend or renew or extend any Letter of Credit (other than on the Closing Date) is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:

63

(a)With respect to any Loan, the Administrative Agent shall have received a duly executed Borrowing Request, and, with respect to any Letter of Credit, the Administrative Agent and the applicable Issuing Bank shall have received a duly executed Letter of Credit request in compliance with Section 2.20(b) hereof or, in each case, such other notice or request reasonably satisfactory to the Administrative Agent;

(b)the representations of the Borrowers set forth in this Agreement (except for the representations set forth in Section 3(e) and 3(f)) 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 that (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects (ii) to the extent any representation or warranty expressly relates to an earlier date, such representation or warranty shall have been true and correct as of such earlier date); and

(c)at the time of and immediately after giving effect to such Borrowing no Default or Event of Default shall have occurred and be continuing.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by the relevant Borrower on the date thereof as to the matters specified in Sections 4.02(b) and 4.02(c).

ARTICLE V

AFFIRMATIVE COVENANTS

The Company hereby agrees that, from and after the Closing Date and so long as the Commitments remain in effect or any Obligation or other amount is owing to any Lender, Issuing Bank or the Administrative Agent hereunder, the Company shall:

SECTION 5.01Financial Statements; Compliance Certificates; Other Information and Notices. Furnish to the Administrative Agent and each Lender:

(a)as soon as available, but in any event within 90 days after the end of each fiscal year of the Company ended after the Closing Date, a copy of the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing;

(b)as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Company ended after the Closing Date, the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of

64

income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter;

(c)concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and 5.01(b), a Compliance Certificate;

(d)reasonably promptly upon reasonable request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations; and

(e)promptly, upon any Chief Financial Officer, Treasurer or other executive financial officer of the Company obtaining actual knowledge thereof, give notice (unless available in the public filings or releases of the Company or its Subsidiaries) to the Administrative Agent and each Lender of the occurrence of any Default or Event of Default.

All financial statements required to be delivered pursuant to Section 5.01(a) and (b) above shall be complete and correct in all material respects and shall be prepared in accordance with GAAP. Timely filing of such financial statements and information with the Securities and Exchange Commission shall constitute compliance with Section 5.01(a) and 5.01(b).

SECTION 5.02Keeping of Books. Keep proper books and records and maintain properties useful and necessary in its business except as would not reasonably be expected to have a Material Adverse Effect.

SECTION 5.03Preservation of Existence. (a) Preserve and maintain its existence and (b) comply in all respects with all applicable laws, rules, regulations and orders, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided, however, in the case of the foregoing clause (a), the Company may consummate any merger or consolidation or other transaction permitted under Section 6.01.

ARTICLE VI

NEGATIVE COVENANTS

The Company hereby agrees that, from and after the Closing Date and so long as the Commitments remain in effect or any Obligation or other amount is owing to any Lender, any Issuing Bank or the Administrative Agent hereunder:

SECTION 6.01Fundamental Changes. The Company shall not consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person or persons, unless:

(a)the person formed by such consolidation or into which the Company is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability

65

company, partnership, trust or other entity, and shall expressly assume, by an amendment or joinder supplemental hereto, executed and delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, the due and punctual payment of the principal of and any interest or other expenses on all the Loans and the performance or observance of every covenant of this Agreement or the Fee Letters on the part of the Company to be performed or observed;

(b)immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; and

(c)the Company (or such person so assuming the obligations of the Company) has delivered to the Administrative Agent and the Lenders such customary certificates, opinions or supplemental agreements, including as to authority and enforceability of any joinder, supplement or amendment documentation reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent, and any information or documentation reasonably requested by any Lender through the Administrative Agent under any applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and, to the extent the Borrower constitutes a “legal entity customer” thereunder, the Beneficial Ownership Regulation.

(d)The foregoing shall not prohibit the Company from (i) converting its organizational form from a limited liability company to a corporation and/or (ii) changing its name to GE Vernova Inc., so long as, in each case, (1) the Company remains a Delaware entity and (2) the Company provides any information or documentation reasonably requested by any Lender through the Administrative Agent under any applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and, to the extent the Company constitutes a “legal entity customer” thereunder, the Beneficial Ownership Regulation.

SECTION 6.02Liens. The Company shall not, and shall not permit any Subsidiary Guarantor, to create, incur, assume or suffer to exist any Lien securing Indebtedness for borrowed money upon any of its property or assets, whether now owned or hereafter acquired, other than the following:

(a)Liens in connection with any sale, transfer, participation, pledge or other disposition of any receivables, payables, loans, leases, other payment rights (whether secured or unsecured) or other financial assets of the Company, the Subsidiary Guarantors and any assets related to the foregoing (including any equipment or other assets subject to any lease), and in each case with all ancillary rights, supporting obligations and rights under any related credit support or hedging arrangements, in connection with any asset based financing or asset sale transaction or series of related transactions (including, without limitation, future flow financings, factorings, participations, asset backed securitizations, covered bonds, asset based lending and similar financing structures) that may be entered into by the Company and the Subsidiary Guarantors in the ordinary course of business;

66

(b)(i) Liens granted to secure Indebtedness (including other obligations related thereto) in whole or in part acquired, advanced, guaranteed, insured or otherwise supported by any Governmental Authority, or any export-import bank, export credit agency, development bank or agency or other similar agency or (ii) Liens in favor of any Person who insures, assumes or secures credit risk or bad debt risk relating to any such Indebtedness referenced in (b)(i) above in the ordinary course of business;

(c)Liens on the property or assets of, or securing the Indebtedness of, a Person existing at the time such Person is consolidated or merged with, or at the time all or substantially all of the assets of such Person are acquired by, the Company or any Subsidiary Guarantor;

(d)Liens in favor of any Governmental Authority to secure progress, advance or other payments pursuant to any agreement, contract or provision of any Applicable Law;

(e)Liens securing obligations under any repurchase or securities lending agreement or transaction or other similar short-term financings under 365 days entered into by the Company or any Subsidiary Guarantor, including, but not limited to, any Liens granted to intermediaries providing clearing, custody or similar services;

(f)Liens on any LC Collateral Account as contemplated by Section 2.20(j) of this Agreement;

(g)Liens not permitted by the foregoing clauses (a) to (f), inclusive, if at the time of, and after giving effect to, the creation or assumption of any such Lien, the aggregate amount (without duplication) of all outstanding Indebtedness for borrowed money of the Company and Subsidiary Guarantors secured by all such Liens under this clause (g) does not exceed, together with the outstanding aggregate principal amount of Indebtedness incurred in reliance on Section 6.04(m), 7.5% of Consolidated Tangible Assets; and

(h)any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (a) to (g), inclusive.

SECTION 6.03Financial Covenant. The Company shall not permit, on the last day of any fiscal quarter beginning with the first full fiscal quarter end date following the Closing Date, the Consolidated Leverage Ratio for the four consecutive fiscal quarters of the Company ending with such fiscal quarter end date to exceed 3.50:1.00 (the “Base Leverage Ratio”); provided that, in the event the Company consummates a Qualified Acquisition after the Closing Date, the Company may elect (a “Qualified Acquisition Election”) upon notice to the Administrative Agent on or prior to the date that the next Compliance Certificate is delivered pursuant to Section 5.01(c) following the consummation of such Qualified Acquisition, that the Consolidated Leverage Ratio level set forth above shall be increased from the Base Leverage Ratio to 4:00:1.00 for the four consecutive fiscal quarters ending after the consummation of such Qualified Acquisition (including the fiscal quarter in which the Qualified Acquisition was consummated), it being understood and agreed that, following such four fiscal quarters, the

67

Consolidated Leverage Ratio applicable under this Section 6.03 shall be the Base Leverage Ratio; provided, further, that following any such four-quarter period during which the Base Leverage Ratio was increased following a Qualified Acquisition Election, there shall be two consecutive fiscal quarters for which the Base Leverage Ratio shall apply notwithstanding any further Qualified Acquisitions.

SECTION 6.04Limitations on Non-Guarantor Subsidiary Indebtedness. The Company shall not permit any Subsidiary (other than any Subsidiary Guarantor) to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, other than the following:

(a)Indebtedness in existence on the date hereof and, in the case of any Subsidiary Borrower, Indebtedness incurred hereunder in accordance with this Agreement;

(b)Indebtedness owed to the Company or any Subsidiary of the Company;

(c)Indebtedness incurred to finance the acquisition, lease, construction, replacement, repair or improvement of any assets, including financing lease obligations, mortgage financings and purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings);

(d)Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

(e)Indebtedness that is effectively subordinated to the payment obligations of the Borrowers to the Lenders and Issuing Banks hereunder to the reasonable satisfaction of the Administrative Agent;

(f)Indebtedness under swap agreements, hedge agreements or other similar arrangements entered into for the purpose of hedging risks associated with the Company’s and its Subsidiaries’ operations (including, without limitation, interest rate and foreign exchange and commodities price risks), in each case, in the ordinary course of business and not for speculative purposes;

(g)Indebtedness of any Person that becomes a Subsidiary after the Effective Date (including any Indebtedness assumed in connection with the acquisition of a Subsidiary); provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary;

(h)Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of credit card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

68

(i)Indebtedness in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations or with respect to reimbursement obligations with respect to trade obligations, in each case, incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation;

(j)Indebtedness in respect of credit card obligations, netting services, overdraft protections, treasury, depository, pooling and other cash management arrangements, including, in all cases, in connection with deposit accounts and any cash pooling arrangements;

(k)Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(l)Indebtedness constituting guarantees of Indebtedness otherwise permitted pursuant to this Section 6.04; and

(m)Indebtedness not permitted by the foregoing clauses (a) to (l), inclusive, if at the time of, and after giving effect to, the incurrence or assumption thereof, the aggregate outstanding amount (without duplication) of all such Indebtedness does not exceed, together with the aggregate outstanding principal amount of Indebtedness for borrowed money of the Company and Subsidiary Guarantors secured by Liens incurred or assumed pursuant to Section 6.02(g), 7.5% of Consolidated Tangible Assets.

SECTION 6.05Dividends and Distributions. The Company will not declare, make or pay any dividends and distributions in respect of its Equity Interests while an Event of Default has occurred and is continuing, except (a) the Company may declare and pay dividends with respect to its Equity Interests payable solely in additional common Equity Interests, (b) the Company may pay cash in lieu of the issuance of fractional shares of its common Equity Interests upon the exercise of options and warrants, and (c) the Company may make dividends and pay distributions declared while no Default or an Event of Default has occurred and is continuing.

SECTION 6.06Transactions with Affiliates. The Company will not, and will not permit any of its Subsidiaries to, enter into any material transaction after the Closing Date (after giving effect to the Spin) with any Affiliate of the Company or any of its Subsidiaries, except on terms and conditions not materially less favorable to the Company or such Subsidiary than would reasonably be obtained by it in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to:

(a)renewals, extensions, amendments and replacements of transactions existing on the Effective Date on terms not materially less favorable to the Company and its Subsidiaries than such transaction as in effect on the Effective Date;

(b)for the avoidance of doubt, transactions with Persons that cease to be Affiliates upon the consummation of the Spin;

69

(c)transactions between or among the Company and/or its Subsidiaries;

(d)employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees;

(e)dividends and distributions permitted by Section 6.05 and any issuance or sale by the Company of its Equity Interests;

(f)transactions with any Person that is an Affiliate solely because the Company or any Subsidiary or Subsidiaries owns Equity Interests in, or Controls, such Person; and

(g)transactions with any Person that is an Affiliate because one or more of its directors is also a director of the Company or any Subsidiary, so long as such director abstains from voting as a director of the Company or such Subsidiary, as the case may be, on any matter involving such other Person.

ARTICLE VII

EVENTS OF DEFAULT

If any of the following events (“Events of Default”) shall occur:

(a)any Borrower shall fail to pay when due any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement made to it;

(b)any Borrower shall fail to pay (i) any interest on any Loan or (ii) any fee payable under Section 2.09, and such failure shall not be cured within ten days after receipt by the Company of notice of such failure from the Administrative Agent;

(c)if a default shall occur in respect of any other Indebtedness of any Borrower in an aggregate principal amount of $250,000,000 or more and such default shall continue after the applicable grace period, if any, specified in such agreement or instrument, and the effect of such event or condition is to cause, or permit the holder or holders of such Indebtedness to cause, the acceleration of such Indebtedness;

(d)bankruptcy, reorganization, insolvency, receivership, or similar proceedings are instituted by or against any Borrower, and, if instituted against any Borrower, are not vacated within 60 days;

(e)any Borrower makes a general assignment for the benefit of creditors;

(f)any Borrower is unable to pay its debts generally as they become due and admits expressly such inability in writing;

(g)any representation or warranty made in writing or deemed made by or on behalf of any Borrower in or in connection with any Loan Document, or in any report, certificate,

70

financial statement or other document furnished in connection with this Agreement, shall prove to have been incorrect in any material respect when made or deemed made;

(h)any Borrower shall fail to observe or perform Section 5.03(a) or Article VI;

(i)any Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Sections 7(a), 7(b) or 7(h)), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or the Required Lenders to the Company;

(j)one or more final judgments for the payment of money in an aggregate amount in excess of $250,000,000 (to the extent not covered by insurance as to which an insurance company has not denied coverage or by an indemnification agreement, with another creditworthy (as reasonably determined by the Company) indemnitor, as to which the indemnifying party has not denied liability) shall be rendered against any Borrower and the same shall remain undischarged for a period of 60 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 such Borrower to enforce any such judgment; or

(k)a Change of Control shall occur,

then, and in every such event (other than an event with respect to any Borrower described in Section 7(d) or 7(e)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Company, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) make a demand for deposit of cash collateral pursuant to Section 2.20(j), and (iii) 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 interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers; and in case of any event with respect to the Borrowers described in Section 7(d) or 7(e), the Commitments shall automatically terminate and the principal of the Loans of any Borrower then outstanding, together with accrued interest thereon and all fees and other obligations of any Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Company.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01Authorization and Action. (a) Each Lender and each Issuing Bank hereby irrevocably appoints the entity named as Administrative Agent in the heading of this

71

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. Without limiting the foregoing, each Lender and each Issuing Bank 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.

(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 (1) 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 (2) 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 Company, 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.

(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. The motivations of the Administrative Agent, Syndication Agent and Documentation Agents are commercial in nature and not to invest in the general performance or operations of the Company. Without limiting the generality of the foregoing:

72

(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 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 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)nothing in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element of any sum received by the Administrative Agent for its own account;

(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)None of any Syndication Agent, any Documentation Agent or any Lead 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 any Borrower 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 reimbursement obligations in respect of LC Disbursements 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 Borrowers) 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

73

(including any claim under Sections 2.09, 2.10, 2.12, 2.13 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 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, 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 Company’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Company or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions.

SECTION 8.02Administrative Agent’s Reliance, Limitation of Liability, Etc. (a) Neither the Administrative Agent nor any of its Related Parties shall be (1) 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 (x) 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 (y) 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 (2) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Borrower 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 emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Borrower to perform its obligations hereunder or thereunder.

(b)The Administrative Agent shall be deemed not to have knowledge of any 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

74

by the Company, a Lender or an Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) 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, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) 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. 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 the Company, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank, or any Exchange Rate or USD Equivalent.

(c)Without limiting the foregoing, the Administrative Agent (1) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (2) may rely on the Register to the extent set forth in Section 9.04(b), (3) may consult with legal counsel (including counsel to the Borrowers), 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, (4) 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 any Borrower in connection with this Agreement or any other Loan Document, (5) 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 (6) 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).

SECTION 8.03Posting of Communications. (a) The Company 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”).

75

(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 and the Company 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 and the Company 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 LEAD ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY BORROWER, 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 BORROWER’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 any Borrower 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.

(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

76

of the Loan Documents. Each Lender and Issuing Bank agrees (1) 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 (2) that the foregoing notice may be sent to such email address.

(e)Each of the Lenders, each of the Issuing Banks and the Company 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 8.04The Administrative Agent Individually. With respect to its Commitment, Loans 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 Company, 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 8.05Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Banks and the Company, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right, (with, so long as no Event of Default exists, the consent of the Company) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 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 Company (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

77

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. The fees payable by the Company to a successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Company and such successor. 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.

(b)Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 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 Company, whereupon, on the date of effectiveness of such resignation stated in such notice, (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and continue to be entitled to the rights set forth in such Loan Document, until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section, and (2) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (i) 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 (ii) 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 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.

SECTION 8.06Acknowledgements of Lenders and Issuing Banks. (a) Each Lender and each Issuing Bank acknowledges that (1) the Loan Documents set forth the terms of a commercial lending facility, (2) in participating as a Lender, 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 investing in the general performance or operations of the Company, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Lender and each Issuing Bank agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities law), (3) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger, any Syndication Agent, any Documentation Agent 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 (4) it is sophisticated with respect to decisions

78

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 Lead Arranger any Syndication Agent, any Documentation Agent 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 Company 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.

(b)Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Acceptance 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.

SECTION 8.07 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, and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that at least one of the following is and will be true:

(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

79

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, and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrowers, that none of the Administrative Agent, or any Lead Arranger, any Syndication Agent, any Documentation Agent or any of their respective Affiliates is a fiduciary with respect to 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, Syndication Agent and Documentation Agent 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 (1) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments, this Agreement and any other Loan Documents (2) 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 (3) 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, facility 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.

SECTION 8.08Borrower Communications. (a) The Administrative Agent, the Lenders and the Issuing Banks agree that the Borrowers may, but shall not be obligated to, make any Borrower Communications to the Administrative Agent through an electronic platform

80

chosen by the Administrative Agent to be its electronic transmission system (the “Approved Borrower Portal”).

(b)Although the Approved Borrower Portal 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), each of the Lenders, each of the Issuing Banks and the Company 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 the Borrowers that are added to the Approved Borrower Portal, and that there may be confidentiality and other risks associated with such distribution. Each of the Lenders, each of the Issuing Banks and the Company hereby approves distribution of Borrower Communications through the Approved Borrower Portal and understands and assumes the risks of such distribution.

(c)THE APPROVED BORROWER PORTAL IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER COMMUNICATION, OR THE ADEQUACY OF THE APPROVED BORROWER PORTAL AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED BORROWER PORTAL AND THE BORROWER 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 BORROWER COMMUNICATIONS OR THE APPROVED BORROWER PORTAL. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY LEAD ARRANGER, ANY DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO ANY BORROWER, 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 THE BORROWERS’ TRANSMISSION OF BORROWER COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED BORROWER PORTAL.

“Borrower Communications” means, collectively, any Borrowing Request, Interest Election Request, notice of prepayment, notice requesting the issuance, amendment or extension of a Letter of Credit or other notice, demand, communication, information, document or other material provided by or on behalf of any Borrower pursuant to any Loan Document or the transactions contemplated therein which is distributed by any Borrower to the Administrative Agent through an Approved Borrower Portal.

81

(a)Each of the Lenders, each of the Issuing Banks and the Company agrees that the Administrative Agent may, but (except as may be required by Applicable Law) shall not be obligated to, store the Borrower Communications on the Approved Borrower Portal in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(b)Nothing herein shall prejudice the right of the Borrowers to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing (including by electronic transmission) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email with PDF attachment (unless any party has previously notified the other parties hereto that it does not wish to receive notices by email), as follows:

(a)if to the Borrowers, to it at GE Vernova LLC, 1 River Road, Building 40, 5th Floor, Schenectady NY 12345, Attention of Head of Corporate Finance – GE Vernova Treasury; email: GEVernova.treasury@ge.com;

(b)if to the Administrative Agent: JPMorgan Chase Bank, N.A., Loan & Agency Services Group, 500 Stanton Christiana Road, NCC 5, 1st Floor, Newark, DE 19713, Attention of Marsea Medori (Telephone No. 302-634-1928) and Jacob Mcnett (Telephone No. 302-634-3367), email: marsea.medori@chase.com and jacob.mcnett@chase.com (for agency withholding tax inquires, email: agency.tax.reporting@jpmorgan.com and for agency compliance/financials/IntraLinks™, email: covenant.compliance@jpmchase.com), with a copy to:

(1)JPMorgan Chase Bank, N.A., 8181 Communications Pkwy, Bldg B, 6th Floor, Plano, TX 75024, Attention of Will Price, email: will.price@jpmorgan.com; and

(2)in the case of a EURIBOR Borrowing, J.P. Morgan Europe Ltd, 25 Bank Street, Canary Wharf, Floor 06 London, E14 5JP, United Kingdom, email: loan_and_agency_london@jpmorgan.com;

(c)if to any Issuing Bank, to it at its address as separately provided by such Issuing Bank from time to time to any Borrower; and

(d)if to any other Lender, to it at its address (or telephone number or email) set forth in its Administrative Questionnaire.

82

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 delivered through Approved Electronic Platforms or Approved Borrower Portals, to the extent provided in paragraph (e) below, shall be effective as provided in said paragraph (e).

(e)Notices and other communications to the Borrowers, the Lenders, the Administrative Agent and the Issuing Banks hereunder may be delivered or furnished by using Approved Electronic Platforms or Approved Borrower Portals (as applicable), in each case, 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 Borrowers 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.

(f)Unless the Administrative Agent otherwise prescribes, (1) 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 (2) 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 (1) and (2) 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.

(g)Any party hereto may change its address or telephone number for notices and other communications hereunder by notice to the other parties hereto.

SECTION 9.02Waivers; 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, any Issuing Bank 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 Company therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, 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 Issuing Bank or any Lender may have had notice or knowledge of such Default at the time.

83

(b)Subject to Section 2.11(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 Company and the Required Lenders or by the Company and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment or change any applicable currency of any 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 any of the provisions of this Section 9.02, Section 2.14(b), the definition of “Required Lenders”, “Pro Rata Percentage” or any other provision hereof relating to “pro rata sharing” provisions, any payment “waterfall”, or 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; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Issuing Bank hereunder without the prior written consent of such Issuing Bank.

(c)If the Administrative Agent and the Company acting together identify (i) any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement, then the Administrative Agent and the Company shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and (ii) changes to administrative or ministerial provisions contained herein reasonably believed to be required as a result of the addition of Subsidiary Borrowers pursuant to Section 9.20, such amendment shall become effective without any further action or consent of any other party to this Agreement if the same is not objected to in writing by the Required Lenders within five Business Days of receipt of notice thereof.

SECTION 9.03Expenses; Indemnity; Limitation on Liability. (a) The Company shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, any Issuing Bank or the Lenders, in connection with the enforcement or protection of its rights in connection with this Agreement.

84

(b)The Company shall indemnify the Lead Arrangers, the Administrative Agent, the Syndication Agent, the Documentation Agents, 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 reasonable and documented out-of-pocket fees, charges and disbursements of counsel (in the case of legal fees, subject to the penultimate sentence of this paragraph), 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 or the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom 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 or (iii) any actual or prospective Proceeding relating to any of the foregoing, regardless of whether any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party, any Borrower, or their respective Affiliates or any of its or their equityholders, securityholders or creditors, or any other Person and whether based on contract, tort or any other theory; provided that, such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) a material breach of the obligations of any Indemnitee or any of its Related Parties hereunder, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) a Proceeding between or among Indemnitees that does not involve any act or omission by the Company or its Affiliates, other than against a Lead Arranger, the Administrative Agent or another agent in their capacity as such. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Company with a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee, it is anticipated that a single counsel selected by the Company may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approvals of the Company (not to be unreasonably withheld or delayed) and the relevant Indemnitee (not to be unreasonably withheld or delayed). This Section 9.03(b) shall not apply with respect to Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c)To the extent permitted by Applicable Law (1) no Borrower shall assert, and the Borrowers hereby waive, any claim against the Administrative Agent, any Lead Arranger, any Syndication Agent, any Documentation Agent, 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, any Approved Electronic Platform and any Approved Borrower Portal), and (2) 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

85

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 clause (c) shall relieve each Borrower of any obligation it may have to indemnify an Indemnitee, as provided in clause (b) above, against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party; provided, further, that this clause (c) shall not limit the Company’s obligations under clause (b) above.

(d)Each Lender severally agrees to pay any amount required to be paid by the Company 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 Company and without limiting the obligation of the Company to do so), ratably according to their respective Pro Rata 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 Pro Rata 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. 

(e)This Section 9.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the payment in full of the Obligations, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any provision hereof. All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.

SECTION 9.04Successors 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 any Issuing Bank that issues any Letter of Credit in accordance with the definition of “Issuing Bank” herein), except that (i) no Borrower may 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 a Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations

86

hereunder except in accordance with this Section. 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 any Issuing Bank that issues any Letter of Credit in accordance with the definition of “Issuing Bank” herein), Participants (to the extent provided in paragraph (c) of this Section), the Lead Arrangers, the Administrative Agent, the Syndication Agent, the Documentation Agents and, to the extent expressly contemplated hereby, the Related Parties of each of the Lead Arrangers, the Administrative Agent, the Syndication Agent, the Documentation Agents, the Administrative Agent, each Issuing Bank 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 paragraph (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); provided that Goldman Sachs Bank USA, as a Lender hereunder, may assign its rights and obligations hereunder to Goldman Sachs Lending Partners LLC without the consent of the Company or the Administrative Agent; with the prior consent (such consents not to be unreasonably withheld, conditioned or delayed) of:

(1)the Company; provided that no consent of the Company shall be required for an assignment to a Lender or an Affiliate of a Lender or, if an Event of Default has occurred and is continuing arising under Sections 7(a), (b), (d), or (e) , any other assignee;

(2)the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is a Lender (other than a Defaulting Lender) with a Commitment immediately prior to giving effect to such assignment; and

(3)each Issuing Bank; providedthat no consent of an Issuing Bank shall be required if (x) an Event of Default occurs with respect to the Company under Sections 7(a), (b), (d), or (e) and (y) such Issuing Bank has no outstanding Letters of Credit at that time.

(ii)Assignments shall be subject to the following additional conditions:

(1)except in the case of an assignment to a Lender or an Affiliate of a Lender 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 Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Company and the Administrative Agent otherwise consents;

(2)each partial assignment of a Lender’s rights and obligations under a Facility shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement;

87

(3)the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Acceptance or (y) to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Acceptance are participants, together with a processing and recordation fee of $3,500 payable by the assignor or the assignee;

(4)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 contacts to whom all syndicate-level information (which may contain material non-public information about the Borrowers 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; provided that any consent of the Company otherwise required under this Section 9.04(b)(ii) shall not be required if an Event of Default under Section 7(a), Section 7(b), Section 7(d), or Section 7(e) has occurred and is continuing.

(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 Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 2.12, 2.13, 2.16, and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 9.04(c).

(iv)The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments 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 Borrowers, 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 Company, any Issuing Bank and any Lender at any reasonable time and from time to time upon reasonable prior notice.

(v)Upon its receipt of (x) a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee or (y) to the extent applicable, an

88

agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Acceptance 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 Section 9.04(b) and any written consent to such assignment required by Section 9.04(b), the Administrative Agent shall accept such Assignment and Acceptance 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 Sections 2.04(b), 2.14(d) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Acceptance 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.

(c)Any Lender may, without the consent of the Company, the Administrative Agent or any Issuing Bank, sell participations to one or more banks or other entities (each, 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 Commitments and 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 Borrowers, the Issuing Banks, the Administrative Agent 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 Company agrees that each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.16 (subject to the requirements and limitations therein, including the requirements under Section 2.13(e) and (f) (it being understood that the documentation required under Section 2.13(e) and (f) shall be delivered to the participating Lender)) to the same extent and subject to the same conditions as if it were a Lender and had acquired its interest by assignment pursuant to Section 9.04(b) at the time of the participation; provided that such Participant (A) agrees to be subject to the provisions of Section 2.15 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive unless the sale of the participation to such Participant is made with the Company’s prior written consent. A Participant shall not be entitled to the benefits of Section 2.13 unless the Company is notified of the Participation sold to such Participant and such Participant complies with Section 2.13 as though it were a Lender. Each Lender that sells a participation agrees, at the Company’s request and expense, to use reasonable efforts to cooperate with the Company to effectuate the provisions of Section 2.15 with respect to any Participant. Each Lender that sells a participation shall, acting solely for this purpose as a non-

89

fiduciary agent of the Borrowers, shall 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 this Agreement (the “Participant Register”); provided that, except as set forth in the penultimate sentence of this Section 9.04(c), 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 Loans or its other obligations hereunder) to any Person except to the extent that such disclosure is necessary to establish that such Loan 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, the Borrowers and the Administrative Agent shall treat such person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. In consideration of this Section 9.04(c), the Participant Register shall be available for inspection by the Company upon reasonable request and prior notice, provided that the Company in good faith determines it is necessary or appropriate to access the Participant Register in order to establish that the Loans and other obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 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.

SECTION 9.05Counterparts; Integration; Effectiveness.

(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 and the other Loan Documents 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.

(b)Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Loan Document and/or (z) 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

90

thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by 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 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, (1) 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 any Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (2) 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, the Company hereby (i) 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 and the Borrowers, Electronic Signatures transmitted by 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, (ii) 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), (iii) 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 (iv) 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 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 the Company and/or any Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

SECTION 9.06Governing Law; Jurisdiction; Consent to Service of Process.

91

(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 agree that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other Loan Document 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)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 (whether based on contract, tort or any other theory and whether at law or in equity) 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 (i) 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 any Borrower or its properties in the courts of any jurisdiction, (ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (iii) affect which courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any Letter of Credit or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter of Credit contains its own jurisdiction submission clause.

(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 paragraph (c) of this Section. 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.

92

(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. Upon any Foreign Subsidiary becoming a Subsidiary Borrower, such Subsidiary Borrower hereby agrees to irrevocably and unconditionally appoint the Company as its agent to receive on behalf of such Subsidiary Borrower and its property service of copies of the summons and complaint and any other process which may be served in any action or proceeding in any such New York State or Federal court described in this Section. In any such action or proceeding in such New York State or Federal court, such service may be made on such Subsidiary Borrower by delivering a copy of such process to such Subsidiary Borrower in care of the Company. Each Subsidiary Borrower hereby irrevocably and unconditionally authorizes and directs the Company to accept such service on its behalf. As an alternate method of service, each Subsidiary Borrower irrevocably and unconditionally consents to the service of any and all process in any such action or proceeding in such New York State or Federal court by mailing of copies of such process to such Subsidiary Borrower by certified or registered air mail at its address specified in the Borrower Joinder Agreement. Each Subsidiary Borrower agrees that, to the fullest extent permitted by Applicable Law, 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.

SECTION 9.07Headings. 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 9.08Confidentiality. Each of the Administrative Agent, each of the Lenders and each of the Issuing Banks (including any Affiliate of any Issuing Bank that issues any Letter of Credit in accordance with the definition of “Issuing Bank” herein) 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 regulatory authority, any self-regulatory authority or any credit insurance provider, (c) to the extent required by Applicable Laws or regulations (including of any self-regulatory authority) 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 any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, 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 Company and its obligations hereunder, (g) with the consent of the Company, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis from a source other than the Company or (i) on a confidential basis to (i) any rating agency in connection with rating the Company or its Subsidiaries or the

93

Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facility. For the purposes of this Section, “Information” means all information received from the Company or its Affiliates or furnished on their behalf relating to the Company, its Affiliates or its or their businesses, other than any such information that is available to the Administrative Agent, any Lender or any Issuing Bank on a nonconfidential basis prior to disclosure by the Company or its Affiliate 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. Any Person required to maintain the confidentiality of Information as provided in this Section 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.

SECTION 9.09WAIVER 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 AND WHETHER AT LAW OR IN EQUITY). 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 9.10Judgment 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 Borrowers 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 applicable Borrower in the Agreement Currency, such 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

94

originally due to the Administrative Agent or any Lender in such Currency, the Administrative Agent or such Lender, as the case may be, agrees to return the amount of any excess to the applicable Borrower (or to any other Person who may be entitled thereto under Applicable Law).

SECTION 9.11USA PATRIOT Act. Each Lender hereby notifies the Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrowers, which information includes the name and address of each Borrower and other information that will allow such Lender to identify each Borrower in accordance with the Act and the Beneficial Ownership Regulation. Each Borrower shall promptly provide such information upon request by any Lender.

SECTION 9.12No Fiduciary Duty.

(a)The Company acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Recipient will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Recipient is acting solely in the capacity of an arm’s length contractual counterparty to the Company 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, the Company or any other person. The Company agrees that it will not assert any claim against any Recipient based on an alleged breach of fiduciary duty by such Recipient in connection with this Agreement and the transactions contemplated hereby. Additionally, the Company acknowledges and agrees that no Recipient is advising the Company as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Company 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 Recipients shall have no responsibility or liability to the Company with respect thereto.

(b)The Company further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Recipient, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, 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 Recipient 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, the Company and other companies with which the Company may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Recipient 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, the Company acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Recipient and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Company may have conflicting interests regarding the

95

transactions described herein and otherwise. No Recipient will use confidential information obtained from the Company by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Company in connection with the performance by such Recipient of services for other companies, and no Recipient will furnish any such information to other companies. The Company also acknowledges that no Recipient has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Company, confidential information obtained from other companies.

SECTION 9.13Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement 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 this Agreement 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 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:

(1)a reduction in full or in part or cancellation of any such liability;

(2)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

(3)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 9.14Erroneous Payments.

(a)If the Administrative Agent (x) notifies a Lender, Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y)

96

demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 9.14 and held in trust for the benefit of the Administrative Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) 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 this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(1)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(2)such Lender or Issuing Bank shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.14(b).

97

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

(c)Each Lender or Issuing Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank under any Loan Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Issuing Bank under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loans (but not its Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loans (but not Commitments), the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be waived by the Administrative Agent in such instance)), and is hereby (together with the Company) deemed to execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an electronic platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any promissory notes evidencing such Loans to the Borrowers or the Administrative Agent (but the failure of such Person to deliver any such promissory notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender, (D) the Administrative Agent and the Company shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loans subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

98

(i)Subject to Section 9.04 (but excluding, in all events, any assignment consent or approval requirements (other than any consent of the Company required under Section 9.04(b))), the Administrative Agent may, in its discretion, sell any Loans acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, or other distribution in respect of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e)The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Issuing Bank, to the rights and interests of such Lender or Issuing Bank, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided, that the Obligations of the Borrowers under the Loan Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loans that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers; provided that, this Section 9.14 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 Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment 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 is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrowers for the purpose of making such Erroneous Payment on the Obligations.

(f)To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, 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 Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

99

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

SECTION 9.15Severability. 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 9.16Survival. All covenants, agreements, representations and warranties made by the Borrowers 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, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent 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 and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 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 Commitments or the termination of this Agreement or any provision hereof.

SECTION 9.17Interest 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 9.18[Reserved].

100

Section 9.19Subsidiary Guarantors.

(a)At any time, from time to time, the Company may cause any one or more of its Subsidiaries to guarantee the Obligations hereunder by causing such Subsidiary (each such Subsidiary, a “Subsidiary Guarantor”) to (a) execute and deliver to the Administrative Agent a counterpart of a guaranty in form and substance reasonably acceptable to the Company and the Administrative Agent and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.01(a)(3), clauses (y) and (z) of Section 4.01(a)(6) and favorable opinions of counsel to such Subsidiary, in each case, in form, content and scope reasonably satisfactory to the Administrative Agent.

(b)Each Subsidiary Guarantor shall be automatically released from its guarantee obligations upon the earliest of (x) such Subsidiary ceasing to be a Subsidiary of the Company as a result of a transaction permitted hereunder, (y) upon the payment in full of all Obligations hereunder (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been cash collateralized pursuant to Section 2.20(j) or pursuant to other terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent or backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent) and the termination of all Commitments hereunder and (z) notification from the Company to the Administrative Agent that (1) the Company desires that such Subsidiary Guarantor be released from its guarantee obligations and (2) no Default or Event of Default has occurred and is continuing prior to such release or would result as a result of such release.

(c)The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent to, at the sole expense of the Company, execute and deliver (1) any guarantee contemplated by clause (a) above and (2) any documentation reasonably requested by the Company or any Subsidiary Guarantor to evidence any release in accordance with clause (b) above.

SECTION 9.20Subsidiary Borrowers.

(a)At any time, from time to time, the Company may designate (x) any Domestic Subsidiary of the Company as a Domestic Subsidiary Borrower, with the consent of the Administrative Agent (not to be unreasonably withheld) and (y) any Foreign Subsidiary of the Company as a Foreign Subsidiary Borrower, with the consent of each Lender and Issuing Bank (provided, that no such Lender or Issuing Bank may withhold such consent unless it is unable to make extensions of credit or provide Commitments to such Subsidiary Borrower pursuant to any Applicable Law) and the Administrative Agent (not to be unreasonably withheld) upon (A) ten Business Days’ prior notice to the Administrative Agent (such notice to contain the name, primary business address and taxpayer identification number of such Subsidiary), (B) the execution and delivery by the Company, such Subsidiary and the Administrative Agent of a Borrower Joinder Agreement, providing for such Subsidiary to become a Subsidiary Borrower, (C) the agreement and acknowledgment by the Company that the Guaranty in Article X covers the Obligations of such Subsidiary, (D) the delivery to the Administrative Agent of corporate or other applicable resolutions, other corporate or other applicable documents, certificates and legal

101

opinions in respect of such Subsidiary reasonably equivalent to comparable documents delivered on the Effective Date and (E) the delivery to the Administrative Agent of any documentation or other information reasonably requested by the Administrative Agent and necessary to satisfy obligations of the Lenders for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations.

(b)Each Subsidiary Borrower shall be automatically released from its obligations upon (x) the payment in full of all Obligations hereunder (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit that have been cash collateralized pursuant to Section 2.20(j) or pursuant to other terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent or backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent)and (y) notification from the Company to the Administrative Agent that (1) the Company desires that such Subsidiary Borrower be released from its obligations and (2) no Default or Event of Default has occurred and is continuing prior to such release or would result as a result of such release (it being understood that in the event any Subsidiary Borrower shall cease to be a Subsidiary of the Company as a result of a transaction permitted hereunder, the Company shall remove such Subsidiary Borrower in accordance with the terms of this clause (b)).

(c)The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent to, at the sole expense of the Company, execute and deliver (1) any Borrower Joinder Agreement contemplated by clause (a) above and (2) any documentation reasonably requested by the Company or any Subsidiary Guarantor to evidence any release in accordance with clause (b) above.

ARTICLE X

GUARANTY

SECTION 10.01Guaranty.

(a)The Company hereby unconditionally and irrevocably guarantees, for payment and not for collection, and as primary obligor and not merely as surety, to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Banks and their respective successors, indorsees, transferees and assigns the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations of the Subsidiary Borrowers (the “Subsidiary Obligations”).

(b)In any action or proceeding involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting the rights of creditors generally, if the obligations of the Company under this Article X would otherwise be held or determined to be avoidable, invalid or unenforceable on account of the amount of the Company’s liability under this Article X, then, notwithstanding any other provision of this Article X to the contrary, the amount of such liability shall, without any further action by the Company or the Administrative Agent or any Lender or any Issuing Bank, be automatically

102

limited and reduced to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined hereunder being the Company’s “Maximum Liability”). This Section 10.01(b) with respect to the Maximum Liability of the Company is intended solely to preserve the rights of the Administrative Agent, the Lenders and the Issuing Banks to the maximum extent not subject to avoidance under Applicable Law. The Company agrees that the Subsidiary Obligations may at any time and from time to time exceed the Maximum Liability of the Company hereunder without impairing this guarantee or affecting the rights and remedies of the Administrative Agent or any Lender hereunder; provided that nothing in this sentence shall be construed to increase the Company’s obligations hereunder beyond its Maximum Liability.

(c)This guarantee shall remain in full force and effect until all the Subsidiary Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated.

(d)No payment made by the Company, any other guarantor or any other Person or received or collected by the Administrative Agent, any Lender or any Issuing Bank from the Company, any guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Company hereunder which shall, notwithstanding any such payment (other than any payment made by the Company in respect of the Subsidiary Obligations or any payment received or collected from the Company in respect of the Subsidiary Obligations), remain liable for the Subsidiary Obligations until the Subsidiary Obligations shall have been satisfied by payment in full in immediately available funds and the Commitments have been terminated.

SECTION 10.02No Subrogation.

    Notwithstanding any payment made by the Company hereunder or any set-off or application of funds of the Company by the Administrative Agent, any Lender or any Issuing Bank, the Company shall not be entitled to be subrogated to any of the rights of the Administrative Agent, any Lender or any Issuing Bank against the Subsidiary Borrowers or any guarantor or guarantee or right of offset held by the Administrative Agent, any Lender or any Issuing Bank for the payment of the Subsidiary Obligations nor shall the Company seek or be entitled to seek any contribution or reimbursement from the Subsidiary Borrowers or any guarantor in respect of payments made by the Company under this guarantee, until the Subsidiary Obligations are paid in full in immediately available funds and the Commitments have been terminated. All rights and claims of the Company based upon or relating to any right of contribution, reimbursement, indemnification or subrogation against the Subsidiary Borrowers or any guarantor shall be fully subordinated to the Subsidiary Obligations until the Subsidiary Obligations are paid in full in immediately available funds and the Commitments have been terminated. If any amount shall be paid to the Company on account of such subrogation rights at any time when all of the Subsidiary Obligations shall not have been paid in full in immediately available funds, such amount shall be held by the Company for the benefit of the Administrative Agent, the Lenders and the Issuing Banks, and shall, forthwith upon receipt by the Company, be

103

turned over to the Administrative Agent in the exact form received by the Company (duly indorsed by the Company to the Administrative Agent, if required), to be applied against the Subsidiary Obligations whether matured or unmatured, in such order as the Administrative Agent may determine.

SECTION 10.03Amendments, etc. with respect to the Subsidiary Obligations.

To the fullest extent permitted by Applicable Law, the Company shall remain obligated under this guarantee notwithstanding that, without any reservation of rights against the Company and without notice to or further assent by the Company, any demand for payment of any of the Subsidiary Obligations made by the Administrative Agent, any Lender or any Issuing Bank, may be rescinded by the Administrative Agent, such Lender or such Issuing Bank and any of the Subsidiary Obligations continued, and the Subsidiary Obligations or the liability of any other Person upon or for any part thereof, or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the Administrative Agent, any Lender or any Issuing Bank, and this Agreement and any other documents executed and delivered in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, in accordance with Section 9.02, as the Administrative Agent (or the Required Lenders or all Lenders, as the case may be) may deem advisable from time to time, and any guarantee or right of offset at any time held by the Administrative Agent, any Lender or any Issuing Bank for the payment of the Subsidiary Obligations may be sold, exchanged, waived, surrendered or released without affecting the Company’s obligations under this Article X.

SECTION 10.04Guarantee Absolute and Unconditional.

To the fullest extent permitted by Applicable Law, the Company waives any and all notice of the creation, renewal, extension or accrual of any of the Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent, any Lender or any Issuing Bank upon this guarantee or acceptance of this guarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Article X; and all dealings between the Company, on the one hand, and the Administrative Agent, the Lenders and the Issuing Banks, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Article X. To the fullest extent permitted by Applicable Law, the Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Subsidiary Borrowers with respect to the Subsidiary Obligations. The Company understands and agrees that this guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not merely of collectability without regard to, and the Company hereby waives (to the extent permitted by Applicable Law) all rights, claims or defenses that it might otherwise have with respect to, each of the following: (a) the validity or enforceability of this Agreement, any of the Subsidiary Obligations or any other guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any Lender or any Issuing Bank, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be

104

asserted by the Subsidiary Borrowers or any other Person against the Administrative Agent, any Lender or any Issuing Bank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Subsidiary Borrowers) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Subsidiary Borrowers for the Subsidiary Obligations, or of the Company under this Article X, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Company, the Administrative Agent, any Lender or any Issuing Bank may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Subsidiary Borrowers or any guarantor or any other Person or against any guarantee for the Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any Lender or any Issuing Bank to make any such demand, to pursue such other rights or remedies or to collect any payments from the Subsidiary Borrowers, any guarantor or any other Person or to realize upon any such guarantee or to exercise any such right of offset, or any release of the Subsidiary Borrowers, any guarantor or any other Person or any such guarantee or right of offset, shall not relieve the Company of any obligation or liability under this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Lender or any Issuing Bank against the Company under this Article X. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

SECTION 10.05Reinstatement.

This Article X shall continue to be effective, or shall be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Subsidiary Obligations is rescinded or must otherwise be restored or returned by the Administrative Agent, any Lender or any Issuing Bank upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Subsidiary Borrower, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, such Subsidiary Borrower or any substantial part of its property, or otherwise, all as though such payments had not been made.

105

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

COMPANY
GE VERNOVA LLC


By:    /s/ Robert M. Giglietti                
Name: Robert M. Giglietti
Title:    President & Treasurer

[Signature Page to GE Vernova Syndicated Credit Agreement]

SUBSIDIARY BORROWER

GE ALBANY FUNDING UNLIMITED COMPANY


By:     /s/ Shane Pounch                
Name: Shane Pounch
Title:    Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

SUBSIDIARY BORROWER

GE FUNDING OPERATIONS CO., INC.


By:     /s/ Robert Giglietti                
Name: Robert Giglietti
Title:    President

[Signature Page to GE Vernova Syndicated Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender


By:    /s/ Will Price                    
Name: Will Price
Title:    Executive Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

CITIBANK, N.A., as a Lender


By:    /s/ Daniel Boselli                
Name: Daniel Boselli
Title:    Vice President

[Signature Page to GE Vernova Syndicated Credit Agreement]

BANK OF AMERICA, N.A.,as a Lender


By:    /s/ Mukesh Singh                
Name: Mukesh Singh
Title:    Managing Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

Goldman Sachs Bank USA, as a Lender


By:    /s/ Jonathan Dworkin                
Name: Jonathan Dworkin
Title:    Authorized Signatory

[Signature Page to GE Vernova Syndicated Credit Agreement]

MORGAN STANLEY BANK, N.A., as a Lender


By:    /s/ Michael King                
Name: Michael King
Title:    Authorized Signatory

[Signature Page to GE Vernova Syndicated Credit Agreement]

BNP PARIBAS, as a Lender and an Issuing Bank


By:    /s/ Christopher Sked                
Name: Christopher Sked
Title:    Managing Director

By:    /s/ Rick Pace                    
Name: Rick Pace
Title:    Managing Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as a Lender


By:    /s/ Paul Arens                    
Name: Paul Arens
Title:    Director

By:    /s/ Gordon Yip                
Name: Gordon Yip
Title:    Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

Australia and New Zealand Banking Group Limited, as a Lender


By:    /s/ Robert Grillo                
Name: Robert Grillo
Title:    Executive Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

Banco Santander, S.A., New York Branch, as a Lender


By:    /s/ Andres Barbosa                
Name: Andres Barbosa
Title:    Managing Director

By:    /s/ Arturo Prieto                
Name: Arturo Prieto
Title:    Managing Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

Bank of China, New York Branch, as a Lender


By:    /s/ Raymond Qiao                
Name: Raymond Qiao
Title:    Executive Vice President

[Signature Page to GE Vernova Syndicated Credit Agreement]

BARCLAYS BANK PLC, as a Lender


By:    /s/ Sydney G. Dennis                
Name: Sydney G. Dennis
Title:    Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

China Construction Bank, New York Branch, as a Lender


By:    /s/ Suosheng Li                
Name: Suosheng Li
Title:    General Manager

[Signature Page to GE Vernova Syndicated Credit Agreement]

DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender


By:    /s/ Marko Lukin                
Name: Marko Lukin
Title:    Vice President
Email:    marco.lukin@db.com
Phone: +1 (212) 250-7283

By:    /s/ Ming K Chu                
Name: Ming K Chu
Title:    Director
Email:    ming.k.chu@db.com
Phone: +1 (212) 250-5451

[Signature Page to GE Vernova Syndicated Credit Agreement]

HSBC Bank USA, National Association,      as a Lender


By:    /s/ Patrick Mueller                
Name: Patrick Mueller
Title:    Managing Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

ING Bank N.V., Dublin Branch, as a Lender


By:    /s/ Robert O’Donoghue            
Name: Robert O’Donoghue
Title:    Managing Director

By:    /s/ Sean Hassett                
Name: Sean Hassett
Title:    Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

MIZUHO BANK, LTD., as a Lender


By:    /s/ Edward Sacks                
Name: Edward Sacks
Title:    Authorized Signatory

[Signature Page to GE Vernova Syndicated Credit Agreement]

MUFG BANK, LTD., as a Lender


By:    /s/ Wolfgang Arbaczewski            
Name: Wolfgang Arbaczewski
Title:    Authorized Signatory

[Signature Page to GE Vernova Syndicated Credit Agreement]

Société Générale, as a Lender


By:    /s/ Shelley Yu                    
Name: Shelley Yu
Title:    Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

Sumitomo Mitsui Banking Corporation, as a Lender


By:    /s/ Jun Ashley                    
Name: Jun Ashley
Title:    Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

UniCredit Bank GmbH, New York Branch, as a Lender


By:    /s/ Douglas Riahi                
Name: Douglas Riahi
Title:    Managing Director

By:    /s/ Karan Dedhia                
Name: Karan Dedhia
Title:    Senior Associate

[Signature Page to GE Vernova Syndicated Credit Agreement]

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender


By:    /s/ Cara Younger                
Name: Cara Younger
Title:    Managing Director

By:    /s/ Armen Semizian                
Name: Armen Semizian
Title:    Managing Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

Commerzbank AG, New York Branch, as a Lender


By:    /s/ Matthew Ward                
Name: Matthew Ward
Title:    Managing Director

By:    /s/ Robert Sullivan                
Name: Robert Sullivan
Title:    Vice President

[Signature Page to GE Vernova Syndicated Credit Agreement]

Danske Bank A/S, as a Lender


By:    /s/ Christiaan Rudolf Barnard            
Name: Christiaan Rudolf Barnard
Title:    Senior Banker

By:    /s/ Anna Matveeva                
Name: Anna Matveeva
Title:    Senior Relationship Manager

[Signature Page to GE Vernova Syndicated Credit Agreement]

Lloyds Bank plc, as a Lender


By:    /s/ Iain Brown                    
Name: Iain Brown
Title:    Associate Director, Lending Execution

[Signature Page to GE Vernova Syndicated Credit Agreement]

National Westminster Bank plc, as a Lender


By:    /s/ Jonathan Eady                
Name: Jonathan Eady
Title:    Director

[Signature Page to GE Vernova Syndicated Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION, as a Lender


By:    /s/ Eleanor Orlando                
Name: Eleanor Orlando
Title:    Vice President

[Signature Page to GE Vernova Syndicated Credit Agreement]

Royal Bank of Canada, as a Lender


By:    /s/ Seema Pasha                
Name: Seema Pasha
Title:    Vice President

[Signature Page to GE Vernova Syndicated Credit Agreement]

STANDARD CHARTERED BANK, as a Lender


By:    /s/ Kristopher Tracy                
Name: Kristopher Tracy
Title:    Director, Financing Solutions

[Signature Page to GE Vernova Syndicated Credit Agreement]

State Street Bank & Trust, as a Lender


By:    /s/ Terence Whelan                
Name: Terence Whelan
Title:    VP

[Signature Page to GE Vernova Syndicated Credit Agreement]

The Toronto Dominion Bank, New York Branch, as a Lender


By:    /s/ David Perlman                
Name: David Perlman
Title:    Authorized Signatory

[Signature Page to GE Vernova Syndicated Credit Agreement]

Westpac Banking Corporation, as a Lender


By:    /s/ Daniel Sutton            
Name: Daniel Sutton
Title:    Tier 2 Attorney

[Signature Page to GE Vernova Syndicated Credit Agreement]

EX-10.2

Exhibit 10.2

STANDBY LETTER OF CREDIT AND BANK GUARANTEE AGREEMENT

dated as of

March 26, 2024

Among

GE VERNOVA LLC,

as the Borrower,

HSBC BANK USA, NATIONAL ASSOCIATION,

as the Administrative Agent,

And

The Issuing Banks Party Hereto

$3,000,000,000 STANDBY LETTER OF CREDIT AND BANK GUARANTEE FACILITY

HSBC BANK USA, NATIONAL ASSOCIATION, BNP PARIBAS SECURITIES CORP., SOCIÉTÉ GÉNÉRALE, CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, STANDARD CHARTERED BANK, AND COMMERZBANK AG, NEW YORK BRANCH,
as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
Section 1.01.	Defined Terms	1
Section 1.02.	Terms Generally	18
Section 1.03.	Interest Rates	18
Section 1.04.	Currency Translation	19
ARTICLE II THE CREDITS		20
Section 2.01.	Letters of Credit and Bank Guarantees	20
Section 2.02.	Reallocation of Commitments; Additional Commitments	25
Section 2.03.	Termination and Reduction of Commitments	26
Section 2.04.	Evidence of Obligations	27
Section 2.05.	Fees	27
Section 2.06.	Increased Costs	28
Section 2.07.	Taxes	30
Section 2.08.	Payments Generally	33
Section 2.09.	Replacement of Issuing Banks	34
Section 2.10.	Use of Issuances	35
Section 2.11.	Defaulting Banks	35
Section 2.12.	Extension of Termination Date	37
Section 2.13.	Illegality	38
ARTICLE III REPRESENTATIONS OF COMPANY		39
ARTICLE IV CONDITIONS		41
Section 4.01.	Effective Date; Closing Date	41
Section 4.02.	Each Credit Event	43
ARTICLE V AFFIRMATIVE COVENANTS		43
Section 5.01.	Financial Statements; Compliance Certificates; Other Information and Notices	43
Section 5.02.	Keeping of Books	44
Section 5.03.	Preservation of Existence	44
Section 5.04.	Reporting of Issuances	44
ARTICLE VI NEGATIVE COVENANTS		45
Section 6.01.	Fundamental Changes	45
Section 6.02.	Liens	46
Section 6.03.	Financial Covenant	47
Section 6.04.	Limitations on Non-Guarantor Subsidiary Indebtedness	47
Section 6.05.	Dividends and Distributions	49
Section 6.06.	Transactions with Affiliates	49
ARTICLE VII EVENTS OF DEFAULT		49
ARTICLE VIII THE ADMINISTRATIVE AGENT		51

i

Section 8.01.	Authorization and Action	51
Section 8.02.	Administrative Agent’s Reliance, Limitation of Liability, Etc	54
Section 8.03.	Posting of Communications	55
Section 8.04.	The Administrative Agent Individually	56
Section 8.05.	Successor Administrative Agent	57
Section 8.06.	Acknowledgements of Issuing Banks	58
Section 8.07.	Certain ERISA Matters	58
ARTICLE IX MISCELLANEOUS		60
Section 9.01.	Notices	60
Section 9.02.	Waivers; Amendments	61
Section 9.03.	Expenses; Indemnity; Limitation on Liability	62
Section 9.04.	Successors and Assigns	64
Section 9.05.	Counterparts; Integration; Effectiveness	68
Section 9.06.	Governing Law; Jurisdiction; Consent to Service of Process	69
Section 9.07.	Headings	70
Section 9.08.	Confidentiality	71
Section 9.09.	WAIVER OF JURY TRIAL	71
Section 9.10.	Judgment Currency	72
Section 9.11.	USA PATRIOT Act	72
Section 9.12.	No Fiduciary Duty	72
Section 9.13.	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	73
Section 9.14.	Erroneous Payments	74
Section 9.15.	Severability	77
Section 9.16.	Survival	77
Section 9.17.	Interest Rate Limitation	78
Section 9.18.	Subsidiary Guarantors	78

ii

SCHEDULES:

Schedule 1.01    Facility Fee Rate and Issuance Fee Rate

Schedule 2.01    Commitments

EXHIBITS:

Exhibit A    Form of Assignment and Acceptance

Exhibit B-1    Form of Increased Facility Activation Notice

Exhibit B-2    Form of New Bank Supplement

Exhibit C-1    Form of Tax Certificate (For Non-U.S. Banks That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit C-2    Form of Tax Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)

Exhibit C-3    Form of Tax Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit C-4    Form of Tax Certificate (For Non-U.S. Banks That Are Partnerships For U.S. Federal Income Tax Purposes)

Exhibit D    Form of Compliance Certificate

iii

STANDBY LETTER OF CREDIT AND BANK GUARANTEE AGREEMENT (this “Agreement”), dated as of March 26, 2024 among GE VERNOVA LLC, a Delaware limited liability company (the “Borrower”), the Issuing Banks (as defined below) party hereto and HSBC BANK USA, NATIONAL ASSOCIATION, as the Administrative Agent (as defined below).

The parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Additional Bank” has the meaning set forth in Section 2.12(c).

“Administrative Agent” means HSBC Bank USA, National Association, in its capacity as administrative agent (in such capacity and including any successors) for the Issuing Banks hereunder.

“Administrative Agent Fee Letter” means that certain fee letter, dated as of February 14, 2024, by and among the Borrower and the Administrative Agent.

“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.

“Agreed Currencies” means Dollars and each Alternative Currency.

“Alternate Base Rate” means for any day a floating rate per annum equal to the higher of (i) 100% of the Prime Rate or (ii) the Federal Funds Effective Rate for such day plus 0.50%; provided that, any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, as the case may be.

“Alternative Currency” means Euros and, with respect to any Issuing Bank, any other currency to the extent (i) the Applicable Issuing Bank has the capacity and operational and legal ability to make Issuances in such currencies and (ii) Issuances in such currencies are compliant with generally applicable internal policies of the Applicable Issuing Bank (in each

case of clauses (i) and (ii), as determined in good faith by such Applicable Issuing Bank); provided that, each such currency is a lawful currency that is readily available to the applicable Issuing Bank (including through its applicable branch or Affiliate, or relevant correspondent bank, issuing the relevant Issuance as permitted hereby), freely transferable and able to be converted into Dollars.

“ALOC Platform” means General Electric’s proprietary automated e-auction trade finance platform.

“Anti-Corruption Laws” means all laws, rules and regulations of any jurisdiction applicable to the Borrower and its affiliated companies from time to time concerning or relating to bribery or corruption including, without limitation, the Foreign Corrupt Practices Act of 1977, as amended.

“Anti-Money Laundering Laws” has the meaning given to such term in Section 3(h).

“Applicable Issuing Bank” means, with respect to any Letter of Credit or Bank Guarantee, the Issuing Bank that has issued or shall issue such Issuance, and with respect to any Disbursement, the Issuing Bank that has made such Disbursement.

“Applicable Law” or “Applicable Laws” means, with respect to any Person, laws, common law, statutes, judgments, decrees, rules, constitutions, treaties, conventions, regulations, codes, ordinances, orders, and legally enforceable requirements of all Governmental Authorities, in each case, applicable to such Person.

“Applicable Requirements” shall mean, (i) the International Standby Practices 1998, ICC Pub. No. 590 (“ISP 98” or such later version thereof as may be in effect at the time of issuance and adhered to by the applicable Issuing Bank) for Letters of Credit, or (ii) the Uniform Rules for Demand Guarantees, 2010 Revision, ICC Pub. No. 758 (“URDG 758”) for Bank Guarantees. A Letter of Credit or Bank Guarantee, as applicable, shall be subject to an applicable governing law if so stated on the face of such Letter of Credit or Bank Guarantee for matters not governed by ISP 98 or URDG 758, as applicable; provided that, in the event that there is a conflict between such applicable governing law and ISP 98 or URDG 758, as applicable, the ISP 98 or URDG 758, as applicable, shall control.

“Approved Electronic Platforms” has the meaning given to such term in Section 2.09.

“Assignment and Acceptance” means an assignment and acceptance entered into by an Issuing Bank 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 approved by the Administrative Agent.

2

“Availability Period” means, with respect to the making of Issuances, the period from and including the Closing Date to but excluding the earlier of the Termination Date and the date of the termination of the relevant Commitments.

“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 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).

“Bank Guarantee” means a bank guarantee issued pursuant to this Agreement.

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

“Bank Secrecy Act” means The Currency and Foreign Transactions Reporting Act (31 U.S.C. §§ 5311-5330), as amended.

“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.

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

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

3

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

“Borrower” has the meaning given to such term in the preamble hereto.

“Business Day” means, any day (other than a Saturday or a Sunday) on which banks are open for business in New York City.

“Calculation Date” means (a) the last calendar day of each month (or, if such day is not a Business Day, the next succeeding Business Day); (b) with respect to any Letter of Credit or Bank Guarantee denominated in an Alternative Currency, each of the following: (i) the date on which such Letter of Credit or Bank Guarantee is issued, (ii) the first Business Day of each calendar quarter and (iii) the date of any amendment of such Letter of Credit or Bank Guarantee that has the effect of increasing the available balance thereof; and (c) at any time when a Default or Event of Default shall have occurred and be continuing, any other Business Day which the Applicable Issuing Bank may determine in its sole discretion to be a Calculation Date.

“Change in Law” has the meaning given to such term in Section 2.06.

“Change of Control” shall be deemed to have occurred if any Person or group of Persons (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding (i) any employee benefit plan of the Borrower and its Subsidiaries and any Person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan and (ii) prior to the occurrence of the Spin, General Electric Company and its subsidiaries), shall have acquired beneficial ownership (within the meaning of Section 13(d) or 14(d) of the Exchange Act and the applicable rules and regulations thereunder) of more than 40% of the outstanding voting Equity Interests in the Borrower; provided that, (i) the Spin and all transactions occurring on or before or substantially concurrently with the Spin shall not constitute a Change of Control and (ii) no acquisition of any non-voting Equity Interests of the Borrower by any Person or group of Persons shall constitute a Change of Control.

“Closing Date” has the meaning given to such term in Section 4.01.

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

“Collateral Account” has the meaning assigned to such term in Section 2.01(h).

“Collateral Deadline” has the meaning assigned to such term in Section 2.01(c)(ii).

“Commitment” means, with respect to each Issuing Bank, the commitment of such Issuing Bank to make Issuances, as such commitment may be (a) reduced from time to time pursuant to Section 2.03, (b) increased from time to time pursuant to Section 2.02 or (c) reduced or increased from time to time pursuant to assignments by or to such Issuing Bank pursuant to Section 9.04. The initial amount of each Issuing Bank’s Commitment is set forth on Schedule

4

2.01, in the Assignment and Acceptance pursuant to which such Issuing Bank shall have assumed its Commitment, or in the New Bank Supplement pursuant to which such Issuing Bank shall have become a party hereto, as applicable.

“Commitment Fee” has the meaning given to such term in Section 2.05(a).

“Commitment Fee Rate” has the meaning given to such term in Section 2.05(a).

“Compliance Certificate” means a certificate substantially in the form of Exhibit D of a responsible officer, treasurer or assistant or deputy treasurer of the Borrower containing information and calculations required to demonstrate compliance with Section 6.03 (which delivery may be by electronic communication including facsimile or email transmission and shall be deemed to be an original authentic counterpart thereof for all purposes).

“Consolidated EBITDA” means, for any Person for any period, Consolidated Net Income of such Person for such period adjusted to exclude the effects of (a) gains or losses from discontinued operations, (b) any extraordinary or other non-recurring non-cash gains, losses or expenses (including marks and impairments and non-cash restructuring charges), (c) interest expense, (d) income tax expense or benefit, (e) depreciation, amortization and other non-cash charges, (f) interest income, (g) equity income and losses, (h) other non-operating income or expense, (i) “spin-off” and separation costs (including costs related to the Spin), provided that, adjustment for any cash expenses pursuant to this clause (i) shall be limited to such expenses incurred on or prior to the Closing Date or during the first six fiscal quarters of the Borrower ending after the Closing Date and (j) other cash restructuring charges, provided that the amount added in the calculation of Consolidated EBITDA pursuant to clause (j) in any period shall not exceed 15% of Consolidated EBITDA in the aggregate for such period (before giving effect to such adjustment). For the purpose of calculating Consolidated EBITDA for any Person for any period, if during such period such Person or any Subsidiary of such Person shall have made a Material Acquisition or Material Disposition, Consolidated EBITDA for such period shall be calculated after giving pro forma effect to such Material Acquisition or Material Disposition as if such Material Acquisition or Material Disposition occurred on the first day of such period.

“Consolidated Leverage Ratio” means, for any period, the ratio of (a) Net Debt of the Borrower and its Subsidiaries as of the end of such period to (b) Consolidated EBITDA of the Borrower and its Subsidiaries for such period.

“Consolidated Net Income” means, for any Person for any period, the net income of such Person and its consolidated Subsidiaries, determined on a consolidated basis for such period in accordance with GAAP.

“Consolidated Tangible Assets” means, at any date, Consolidated Total Assets minus (without duplication) the net book value of all assets which would be treated as intangible assets, as determined on a consolidated basis in accordance with GAAP.

5

“Consolidated Total Assets” means, at any date, the net book value of all assets of the Borrower and its Subsidiaries as determined on a consolidated basis in accordance with GAAP.

“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.

“Credit Documents” means collectively, this Agreement, as to any Letter of Credit or Bank Guarantee, each Issuance Application, and any other document or agreement entered into by the Borrower or a Subsidiary with or in favor of the Applicable Issuing Banks in connection with such instruments, the Fee Letters and any agreement creating or perfecting rights in the cash collateral pursuant to the provisions of Section 2.01(h), except that the term “Credit Documents” shall not include any Letter of Credit or Bank Guarantee issued pursuant to this Agreement.

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

“Default Rate” means an interest rate (before as well as after judgment) equal to the Alternate Base Rate plus 2.00% per annum.

“Defaulting Bank” means any Issuing Bank that (a) has failed, within two Business Days of the date required to be issued, to (i) issue any Letter of Credit or Bank Guarantee, or (ii) pay over to the Borrower any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Issuing Bank notifies the Administrative Agent in writing that such failure is the result of such Issuing Bank’s good faith determination that a condition precedent to an Issuance (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its issuance obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Issuing Bank’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to issuing an Issuance under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three Business Days after request by the Borrower, acting in good faith, to provide a certification in writing from an authorized officer of such Issuing Bank that it will comply with its obligations (and is financially able to meet such obligations as of the date of certification) to make prospective Issuances under this Agreement, provided that such Issuing Bank shall cease to be a Defaulting Bank pursuant to this clause (c) upon the Borrower’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

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

6

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

“EEA Financial Institution” means (a) any institution 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 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.

“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.

“EMU Legislation” means legislative measures of the European Union (including, without limitation, the European Council regulations) for the introduction of, changeover to or operation of the Euro in one or more member states.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements with any Governmental Authority, relating in any way to pollution, the protection of the environment, including natural resources, or health and safety, or to pollutants, contaminants or chemicals or any toxic or otherwise hazardous substances, materials or wastes.

“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.

“ERISA” means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto, as amended from time to time.

“ERISA Event” means, in each case with respect to the Plan, (a) a Lien of the PBGC shall be filed against the Borrower under Section 4068 of ERISA and such Lien shall remain undischarged for a period of 180 days after the date of filing, (b) the Borrower shall fail to pay, within 90 days of the due date, any material amount which it shall have become liable to pay to the PBGC or to the Plan under Title IV of ERISA, (c) a determination that the Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA), (d) 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 the Plan, (e) the receipt by the Borrower

7

from the PBGC or a plan administrator of any notice relating to the intention to terminate or cause a trustee to be appointed to administer the Plan and such proceeding shall not have been dismissed or (f) conditions contained in Section 303(k)(1)(A) of ERISA for imposition of a lien shall have been met with respect to the Plan and a lien is placed on the Plan that remains undischarged for a period of 90 days.

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

“Erroneous Payment Deficiency Assignment” has the meaning given to such term in Section 9.14(d)(i).

“Erroneous Payment Return Deficiency” has the meaning given to such term in Section 9.14(d)(i).

“Erroneous Payment Subrogation Rights” has the meaning given to such term in Section 9.14(e).

“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” or “€” means the single currency of Participating Member States introduced in accordance with the provision of Article 123 of the Treaty and, in respect of all payments to be made under this Agreement in Euros, means immediately available, freely transferable funds.

“Events of Default” has the meaning assigned to such term in Article VII.

“Excess Exposure” has the meaning set forth in Section 2.01(b)(v).

“Excess Exposure Collateral” has the meaning set forth in Section 2.01(b)(v).

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended.

“Exchange Rate” means, with respect to any Alternative Currency on a particular date, the rate at which such currency may be exchanged into Dollars, as set forth on such date on the applicable Reuters currency page with respect to such Alternative Currency. In the event that such rate does not appear on the applicable Reuters currency page, the Exchange Rate with respect to the Alternative Currency shall be determined by reference to such other publicly available service for displaying exchange rates as may be agreed upon by the Applicable Issuing Bank and the Borrower or, in the absence of such agreement, such Exchange Rate shall instead be the Applicable Issuing Bank’s (or its applicable affiliate’s) spot rate of exchange in respect of such currency, at or about 10:00 a.m., local time, at such date for the purchase of Dollars with the Alternative Currency, for delivery two Business Days later; provided that, if at the time of any such determination, for any reason, no such spot rate is being quoted, the Applicable Issuing

8

Bank may use any reasonable method it deems appropriate to determine such rate, and such determination shall be conclusive absent manifest error.

“Excluded Taxes” means, with respect to the Administrative Agent, any Issuing Bank, or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on (or measured by) its net income (however denominated) or net profits and franchise Taxes (imposed in lieu of net income Taxes) by any jurisdiction as a result of such party being organized or resident, having its principal office or applicable lending office or doing business in such jurisdiction or having any other present or former connection with such jurisdiction (other than a business or other connection deemed to arise solely from such person having executed, delivered, become a party to, or performed its obligations or received a payment under, or enforced and/or engaged in any activities contemplated with respect to, this Agreement), (b) any withholding or Taxes attributable to any person’s failure to comply with any of Section 2.07(e), (f) and (i) of this Agreement, (c) any Tax that is imposed pursuant to a law in effect at the time such Issuing Bank becomes a party to this Agreement or designates a new lending office, except to the extent that such Issuing Bank or its assignor, if any, was entitled, immediately prior to such designation of a new lending office or assignment, to receive additional amounts from the Borrower with respect to any Tax pursuant to Section 2.07 and other than pursuant to an assignment request of the Borrower under Section 2.09, (d) any Tax in the nature of the branch profits Tax within the meaning of Section 884(a) of the Code and any similar Tax imposed by any jurisdiction and (e) any withholding Taxes that are imposed by reason of or pursuant to FATCA.

“Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all outstanding Letters of Credit and Bank Guarantees at such time, determined without regard to whether any conditions to drawing could be met at that time, plus (b) the aggregate amount of all Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. Unless otherwise specified herein, the amount of a Letter of Credit or Bank Guarantee at any time shall be deemed to be the amount available to be drawn under such Letter of Credit or Bank Guarantee at such time.

“Extension Request” means a written request from the Borrower to the Administrative Agent requesting an extension of the Termination Date pursuant to Section 2.12.

“Facility” means the Issuances and the Commitments, in each case, provided to or for the benefit of the Borrower pursuant to the terms of this Agreement.

“FATCA” means Sections 1471–1474 of the Code as of the date of this Agreement (or any successor Code provisions that are substantively similar thereto and which do not impose criteria that are materially more onerous than those contained in such Sections as of the date of this Agreement), any current or future regulations issued thereunder or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, any intergovernmental agreements implementing any of the foregoing and any fiscal or regulatory legislation, rules or practices adopted pursuant to any of the foregoing.

9

“Federal Funds Effective Rate” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it; provided that, if the rate so published or quoted at such time shall be less than zero, such rate shall be deemed to be zero 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 (or any successor).

“Fee Letters” means the collective reference to the fee letters entered into by the Borrower, the Administrative Agent and the Lead Arrangers, in each case dated as of February 14, 2024.

“Financial Issuance” means the Issuance of a Letter of Credit or Bank Guarantee that represents an irrevocable obligation to a third-party beneficiary: (a) to repay money borrowed by, or advanced to, or for the account of, a second party (the account party); or (b) to make payment on behalf of the account party, in the event that the account party fails to fulfill its obligation to the beneficiary.

“Fitch” means Fitch, Inc. or any successorto its rating agency business.

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

“GE Credit Agreement” means that certain Amended and Restated Credit Agreement, dated May 27, 2021 (as amended by the First Amendment, dated as of June 9, 2023), entered into among JPMorgan Chase Bank, N.A., as the administrative agent thereunder, General Electric Company, as the borrower thereunder, and the lenders from time to time party thereto.

“Governmental Authority” means the government of the United States of America, 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 including any applicable supranational bodies (such as the European Union or the European Central Bank).

“Increased Facility Activation Notice” means a notice substantially in the form of Exhibit B-1.

“Increased Facility Closing Date” means any Business Day designated as such in an Increased Facility Activation Notice.

10

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments and (c) all guarantees by such Person of Indebtedness of others.

“Indemnified Taxes” means Taxes (other than Excluded Taxes and Other Taxes) that are imposed on or with respect to any payment by, or on account of an obligation of, the Borrower hereunder.

“Indemnitee” has the meaning given to such term in Section 9.03(b).

“Ineligible Institution” means (a) a natural person, (b) a Defaulting Bank or its Bank 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 or (d) 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 (x) has not been established for the primary purpose of acquiring any Issuances or Commitments, (y) 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 (z) 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; provided that, upon the occurrence and during the continuance of an Event of Default, any Person (other than an Issuing Bank) shall be an Ineligible Institution if after giving effect to any proposed assignment to such Person, such Person would hold more than 25% of the then outstanding Exposure or Commitments, as the case may be.

“Issuance Application” means any standby letter of credit or bank guarantee application (or similar form or request) on the Applicable Issuing Bank’s standard form in connection with any request for a Letter of Credit or Bank Guarantee.

“Issuance Fee Rate” has the meaning given to such term in Section 2.05(e).

“Issuances” means the issuance of a Letter of Credit or Bank Guarantee made by the Applicable Issuing Bank pursuant to this Agreement and/or the related Letter of Credit or Bank Guarantee, as applicable.

“Issuing Bank” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to a New Bank Supplement or an Assignment and Acceptance, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Acceptance. Each Issuing Bank may, in its discretion, arrange for one or more Letters of Credit or Bank Guarantees to be issued by Affiliates or branch offices of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate or branch with respect to a Letter of Credit or Bank Guarantee issued by such Affiliate or branch; provided that such Affiliate or branch office has agreed in writing to be an Issuing Bank.

11

“Lead Arrangers” means the Joint Bookrunners and Joint Lead Arrangers identified on the cover page of this Agreement.

“Letter of Credit” means any standby letter of credit issued pursuant to this Agreement.

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

“Lien” means any mortgage, pledge, lien, security interest, charge, conditional sale or other title retention agreement or other similar encumbrance.

“Local Time” means, with respect to any Issuance or payment made by the Borrower, New York City time or London time, as the case may be.

“Material Acquisition” means any acquisition or series of related acquisitions that involves consideration (including non-cash consideration) with a fair market value, as of the closing date thereof, in excess of $250,000,000.

“Material Adverse Effect” means a material adverse effect on (a) the business, property, operations or financial condition of the Borrower and its Subsidiaries taken as a whole or (b) the validity or enforceability of this Agreement or the rights or remedies of the Administrative Agent or the Issuing Banks hereunder, it being understood and agreed that a Material Adverse Effect shall not include any event, development or circumstance disclosed publicly by the Borrower prior to (x) in the case of Section 3(f), February 14, 2024 and (y) in each other case, the Effective Date.

“Material Disposition” means any sale, transfer, assignment, or other disposition or series of related sales, transfers, assignments or other dispositions by the Borrower or its Subsidiaries to any Person (other than any of the Borrower’s direct or indirect Subsidiaries) of any assets of the Borrower or its Subsidiaries, including a disposition of assets effected by the issuance of equity securities of a Subsidiary (other than (i) assets disposed of in the ordinary course of business, (ii) disposals of obsolete property or other property that is no longer useful in its business or (iii) assets disposed of pursuant to securitization, factoring, receivables financing and/or similar financing arrangements) that involves consideration (including non-cash consideration) with a fair market value, as of the closing date thereof, in excess of $250,000,000.

“Maximum Rate” has the meaning given to such term in Section 9.17.

“Maximum Tenor” has the meaning given to such term in Section 2.01(c)(i).

“Moody’s” means Moody’s Investors Service, Inc. or any successor.

“Net Debt” means Total Indebtedness minus (x) through and including the last day of the fourth full fiscal quarter occurring after the Closing Date, 75% and (y) on any date thereafter, 50%, of all unrestricted cash and cash equivalents (as defined in accordance with GAAP) of the Borrower and its Subsidiaries.

12

“New Bank” has the meaning given to such term in Section 2.02(c).

“New Bank Supplement” has the meaning given to such term in Section 2.02(c).

“Non-Extending Bank” has the meaning set forth in Section 2.12(a).

“Non-U.S. Bank” has the meaning given to such term in Section 2.07(e).

“Obligations” means (a) the due and punctual payment by the Borrower of the reimbursement obligations and premium, if any, and interest (including interest accruing, at the rate specified herein, during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on all Disbursements and all Exposure when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (b) the due and punctual payment or performance by the Borrower of all other monetary obligations under this Agreement, any other Credit Document, Letter of Credit or Bank Guarantee, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations accruing, at the rate specified herein or therein, or incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and (c) without duplication of any of the foregoing, the Erroneous Payment Subrogation Rights.

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

“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, this Agreement, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.09).

“Participant” has the meaning given to such term in Section 9.04(c).

“Participant Register” has the meaning given to such term in Section 9.04(c).

“Participating Member State” means a member of the European Communities that has the Euro as its currency in accordance with EMU Legislation.

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

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

“PDF”, when used in reference to notices via e-mail attachment, means portable document format or a similar electronic file format.

13

“Performance Issuance” means the Issuance of a Letter of Credit or Bank Guarantee that represents an irrevocable obligation to the beneficiary on the part of the issuer to make payment on account of any default by the account party in the performance of a non-financial or commercial obligation.

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

“Plan” means the General Electric Pension Plan.

“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. If the rate so published or quoted at such time shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement.

“Pro Rata Percentage” means, with respect to any Issuing Bank, with respect to Exposure, a percentage equal to a fraction the numerator of which is such Issuing Bank’s Commitment and the denominator of which is the aggregate Commitments of all Issuing Banks (if the Commitments have terminated or expired, the Pro Rata Percentages shall be determined based upon such Issuing Bank’s share of the aggregate Exposure at that time).

“Proceeding” means any claim, litigation, investigation, action, 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 Debt Rating” means, as of any date, the rating that has been most recently announced by any of S&P, Moody’s or Fitch, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by the Borrower or, if any such rating agency shall have issued more than one such rating, the lowest such rating issued by such rating agency. For the purposes of determining the Facility Fee Rate or Issuance Fee Rate, if the Borrower is split-rated and the ratings established by S&P, Moody’s and Fitch fall within different levels and (i) two ratings are equal and higher than the third, the Facility Fee Rate or Issuance Fee Rate will be based on the higher rating, (ii) two ratings are equal and lower than the third, the Facility Fee Rate or Issuance Fee Rate will be based on the lower rating or (iii) no ratings are equal, the Facility Fee Rate or Issuance Fee Rate will be based on the intermediate rating. In the event that the Borrower shall maintain Public Debt Ratings from only two of S&P, Moody’s and Fitch and the Borrower is split-rated and (x) the ratings differential is one level, the Facility Fee Rate or Issuance Fee Rate will be based on the higher rating and (y) the ratings differential is two levels

14

or more, the Facility Fee Rate or Issuance Fee Rate will be based on the level one level lower than the higher Public Debt Rating.

“Qualified Acquisition” means any acquisition or series of related acquisitions, all or any portion of which is debt-financed and that involves cash consideration of at least $1,000,000,000.

“Qualified Acquisition Election” has the meaning set forth in Section 6.03.

“RCF Agreement” means that certain Credit Agreement, dated as of March 26, 2024 (as amended from time to time), entered into among JPMorgan Chase Bank, N.A., as the administrative agent thereunder, the Borrower, GE Albany Funding Unlimited Company and GE Funding Operations Co., Inc., as borrowers thereunder, and the lenders from time to time party thereto.

“Recipient” means (a) the Administrative Agent, (b) any Issuing Bank, as applicable or (c) any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder.

“Register” has the meaning set forth in Section 9.04.

“Regulation U” means Regulation U of the Federal Reserve Board as in effect from time to time.

“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.

“Required Banks” means, at any time, Issuing Banks having Exposures (USD Equivalent) and unused Commitments (USD Equivalent) representing more than 50% of the sum of the total Exposures (USD Equivalent) and unused Commitments (USD Equivalent) at such time and based upon the Exchange Rate then in effect on an aggregate basis.

“Required Commitment Banks” means, at any time, Issuing Banks having unused Commitments (USD Equivalent) representing more than 50% of the sum of the total unused Commitments (USD Equivalent) at such time and based upon the Exchange Rate then in effect.

“Required Exposure Banks” means, at any time, Issuing Banks having Exposures (USD Equivalent) representing more than 50% of the sum of the total Exposures (USD Equivalent) at such time and based upon the Exchange Rate then in effect.

“Reset Date” means the second Business Day following each Calculation Date, provided that, in connection with any Calculation Date designated pursuant to clause (b) of the definition thereof, the applicable Reset Date shall be such Calculation Date.

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

15

“Response Date” has the meaning set forth in Section 2.12(a).

“S&P” means S&P Global Ratings or any successor.

“Sanctioned Country” means a country or territory which at any time is the subject of any Sanctions (at the date of this Agreement, the so-called Donetsk People’s Republic, the so-called Luhansk People’s Republic, the Crimea, Kherson and Zaporizhzhia regions of Ukraine, 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 OFAC, the U.S. Department of State, the United Nations Security Council or any similar list maintained by the European Union or any EU member state or the United Kingdom, (b) any Person organized or ordinarily resident in a Sanctioned Country or (c) any Person directly or indirectly 50% or more owned by, or otherwise controlled by, any Person or Persons referenced in clauses (a) or (b).

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union, France or His Majesty’s Treasury of the United Kingdom.

“Spin” means the substantially simultaneous consummation of the distribution of 100% of the Borrower’s common stock to the holders of General Electric Company common stock as contemplated by and in the manner set forth in that certain Information Statement on Form 10 as filed with the Securities and Exchange Commission on February 15, 2024.

“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 or one or more Subsidiaries of the parent or by the parent and one or more Subsidiaries of the parent. Unless otherwise specified, all references to a “Subsidiary” in this Agreement shall refer to a Subsidiary of the Borrower.

“Subsidiary Guarantor” has the meaning set forth in Section 9.18.

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

16

“Termination Date” means the later of (a) the fifth anniversary of the Closing Date and (b) if the termination date is extended pursuant to Section 2.12, such extended termination date as determined pursuant to such Section; provided, however, that, in each case, if such date is not a Business Day, then the Termination Date shall be the immediately preceding Business Day.

“Total Indebtedness” means, as of any date, the sum of the aggregate principal amount of indebtedness of the Borrower and its Subsidiaries outstanding as of such date in the amount that would be reflected on a balance sheet prepared as of such date on a consolidated basis in accordance with GAAP, but excluding in any event obligations of the Borrower or any Subsidiary as an account party or applicant in respect of acceptances, letters of credit, surety bonds, letters of guaranty or similar arrangements unless such acceptance, letter of credit, surety bond or letter of guaranty either is drawn or payable or supports an obligation that is drawn or payable; provided that, notwithstanding the foregoing, Total Indebtedness shall not include any indebtedness incurred by the Borrower or any of its Subsidiaries to the extent the proceeds thereof are (a) intended to be used to finance one or more acquisitions or investments not prohibited hereunder and (b) held by the Borrower or any Subsidiary in a segregated account pending such application (or pending the redemption or prepayment of such indebtedness in the event such acquisition or investment is not consummated), until such time as such proceeds are released from such segregated account.

“Transactions” means the Spin, the execution, delivery and performance by the Borrower of this Agreement and issuance of Letters of Credit or Bank Guarantees hereunder and the use of the proceeds thereof.

“Treaty” means the Treaty establishing the European Economic Community, being the Treaty of Rome of March 25, 1957, as amended by the Single European Act 1987, the Maastricht Treaty (which was signed at Maastricht on February 7, 1992 and came into force on November 1, 1993), the Amsterdam Treaty (which was signed at Amsterdam on October 2, 1997 and came into force on May 1, 1999) and the Nice Treaty (which was signed at Nice on February 26, 2001), each as amended from time to time and as referred to in legislative measures of the European Union for the introduction of, changeover to or operating of the Euro in one or more member states.

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form 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.

17

“USD Equivalent” means, with respect to an amount of any Alternative Currency, on any date, the amount of Dollars that may be purchased with such amount of Alternative Currency at the Exchange Rate in effect on such date.

“Withholding Agent” means the Borrower and the Administrative Agent.

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

Section 1.02Terms 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 reference herein to any Person shall be construed to include such Person’s successors and assigns, (b) 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 and (c) 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.

Section 1.03Interest Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to the continuation of, administration of, submission of, calculation of or any other matter related to Alternate Base Rate or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto, including whether the composition or characteristics of any such alternative, successor or replacement rate will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, Alternate Base Rate prior to its discontinuance or unavailability. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of Alternate Base Rate any alternative, successor or replacement rate 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 Alternate Base Rate, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Issuing Bank 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

18

(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 1.04Currency Translation.

(a)All references in the Credit Documents to Issuances, Letters of Credit, Bank Guarantees, Obligations, covenant baskets and other amounts shall be denominated in Dollars unless expressly provided otherwise. Compliance with all such Dollar denominated amounts shall be based on the USD Equivalent of any amounts denominated or reported under a Credit Document in a currency other than Dollars and shall be determined by the Administrative Agent or Applicable Issuing Bank on any Reset Date. Notwithstanding anything herein to the contrary, if any Obligation is funded and expressly denominated in a currency other than Dollars, the Borrower shall repay such Obligation (including any interest thereon) in such other currency, unless otherwise agreed by the Applicable Issuing Bank in its sole discretion; provided that, at the Borrower’s election, Disbursements in an Alternative Currency may be reimbursed by the Borrower in the USD Equivalent of such amount. All fees payable under Section 2.05 shall be payable in Dollars, unless otherwise agreed by the Applicable Issuing Bank in its sole discretion. Notwithstanding anything to the contrary in this Agreement, with respect to the amount of any Indebtedness, Lien, or affiliate transaction, no Default or Event of Default shall be deemed to have occurred solely as a result of any Dollar basket being exceeded due to a change in the rate of currency exchange occurring after the time of any such specified transaction so long as such specified transaction was permitted at the time incurred, made, acquired, committed, entered or declared. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Section 7.01(c) or (j) being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the date on which the relevant judgment was entered and/or the date the relevant Indebtedness was incurred.

(b)Wherever in this Agreement in connection with the issuance, amendment or extension of a Letter of Credit or Bank Guarantee, an amount, such as a required minimum or multiple amount, is expressed in Dollars, but such Letter of Credit or Bank Guarantee is denominated in an Alternative Currency, such amount shall be the USD Equivalent of such amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being rounded upward), as determined by the Applicable Issuing Bank.

19

ARTICLE II

THE CREDITS

SECTION 2.01Letters of Credit and Bank Guarantees.

(a)General. Subject to the terms and conditions set forth herein, the Borrower may request the Issuance of Letters of Credit or Bank Guarantees denominated in Agreed Currencies in applicable jurisdictions for its own account or on behalf of its Subsidiaries, with each Issuance being in a form reasonably acceptable to the Applicable Issuing Bank, at any time (subject to Section 2.01(b)(ii)) and from time to time from and after the Closing Date and before the Termination Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any Issuance Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Issuance, the terms and conditions of this Agreement shall control. Subject to the terms and conditions set forth herein, each Issuing Bank agrees to make Issuances in Agreed Currencies in applicable jurisdictions from time to time during the Availability Period in an aggregate amount that will not result in the USD Equivalent of such Issuing Bank’s Exposure exceeding such Issuing Bank’s Commitment. Within the foregoing limit and subject to the terms and conditions set forth herein, Exposure under the Facility that has been reimbursed by the Borrower or representing Issuances that cease to be outstanding may be reused for further Issuances. The Commitments of the Issuing Banks are several, and the Issuances shall be issued on a several basis, and no Issuing Bank shall be responsible for any other Issuing Bank’s failure to make Issuances as required. Each Issuing Bank at its option may make any Issuance by causing any domestic or foreign branch or Affiliate of such Issuing Bank or any correspondent bank with respect to such Issuing Bank to make such Issuance or add its confirmation to a Letter of Credit; provided that, any exercise of such option shall not affect the obligation of the Borrower to reimburse such Issuance in accordance with the terms of this Agreement or the obligations of the Issuing Bank under this Agreement including with respect to any such Issuance issued or confirmed by any such other Person. The Borrower shall use its commercially reasonable efforts to the extent practicable (taking into account the currencies of, and jurisdictions where, such Issuances are required and the requirements of the beneficiaries of such Issuances) to cause Issuances to be made on a substantially ratable basis among the Issuing Banks over the life of this Facility.

(b)Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions.

(i)To request the Issuance (or the amendment, renewal or extension of an outstanding Issuance), the Borrower shall transmit by the ALOC Platform or any successor system (if arrangements for doing so have been approved by the applicable Issuing Bank) to the Applicable Issuing Bank and the Administrative Agent (prior to 12:30 p.m., New York City time, at least two Business Days prior to the requested date of issuance, amendment, renewal or extension, except to the extent a shorter advance notice period is acceptable to the Applicable Issuing Bank in its discretion (provided that the Borrower shall reasonably endeavor to provide the requested wording for the proposed Issuance in advance of such specified notice deadline)) a

20

notice requesting the issuance of a Letter of Credit or Bank Guarantee, or notice identifying the Issuance to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day, a business day in the location of the Applicable Issuing Bank and a business day in the location of issuance agreed between the Borrower and the Applicable Issuing Bank), the purpose and nature of the requested Issuance, the date on which such Issuance is to expire (which shall comply with Section 2.01(c)), the amount and Agreed Currency of such Issuance, whether the Issuance will be for the account of the Borrower or on behalf of a Subsidiary thereof (specifying the applicable Subsidiary), the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Issuance. Unless otherwise expressly agreed by the Borrower and the Applicable Issuing Bank, the Applicable Requirements shall apply to each Issuance.

(ii)No request for a Letter of Credit or Bank Guarantee (including the amendment, renewal or extension of an outstanding Issuance) shall be submitted within 10 Business Days of the Termination Date.

(iii)An Issuing Bank shall not be under any obligation to issue any Issuance if:

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

(2)such Issuance would violate one or more policies of such Issuing Bank applicable to letters of credit or bank guarantees generally including with respect to the issuance of letters of credit or bank guarantees in an Alternative Currency; or

(3)such Issuing Bank does not have the capacity or operational or legal ability to make such Issuance in an Alternative Currency.

(iv) An Issuing Bank shall be under no obligation to issue any amendment to any Letter of Credit or Bank Guarantee if such Issuing Bank would have no obligation at such time to issue the Letter of Credit or Bank Guarantee in its amended form under the terms hereof.

(v)Not later than 2:00 p.m., New York City time, on each Calculation Date (so long as any Issuances in Alternative Currencies shall be outstanding), the Applicable Issuing Bank shall determine the Exchange Rate with respect to such Alternative Currency as of such Calculation Date and give notice thereof to the Borrower and the Administrative Agent. The Exchange Rate so determined shall become effective on the next succeeding Reset Date. If, on

21

any Reset Date, any Issuing Bank’s Exposure (USD Equivalent) exceeds such Issuing Bank’s Commitments (USD Equivalent) (“Excess Exposure”), then the Borrower shall, within two Business Days after demand therefor from the Applicable Issuing Bank, provide to the Administrative Agent, ratably on behalf of the Applicable Issuing Banks with Excess Exposure, (x) cash collateral pursuant to Section 2.01(h), (y) back-to-back letters of credit or bank guarantees in form and substance, and issued by an issuer, reasonably satisfactory to the Applicable Issuing Bank and the Administrative Agent (or similar arrangement) or (z) other security reasonably satisfactory to the Applicable Issuing Bank and the Administrative Agent (clauses (x), (y) and (z) collectively, “Excess Exposure Collateral” in an amount not to be less than 103% of the Excess Exposure of the Applicable Issuing Bank). Excess Exposure Collateral shall be provided in Dollars based on the Exchange Rate, unless, in the case of any Applicable Issuing Bank with Excess Exposure, such Applicable Issuing Bank otherwise agrees in its discretion.

(c)Expiration Date.

(i)Subject to clause (ii) below, no Letter of Credit or Bank Guarantee shall have a stated expiration date later than five years after the date of issuance (the “Maximum Tenor”) unless otherwise agreed by the Applicable Issuing Bank; provided that, with respect to any Issuance (including the amendment, renewal or extension of an outstanding Issuance) that expires past the Termination Date on the date that is five Business Days prior to the Termination Date (the “Collateral Deadline”), the Borrower shall cause such outstanding Issuance obligations to be (x) cash collateralized pursuant to Section 2.01(h), (y) backstopped pursuant to arrangements in form and substance, and issued by an issuer, reasonably acceptable to the Applicable Issuing Bank and the Administrative Agent (or similar arrangement) or (z) secured by other security reasonably satisfactory to the Applicable Issuing Bank and the Administrative Agent (in the case of clauses (x), (y) and (z), in an amount not to be less than 103% of the Exposure of the Applicable Issuing Bank). The Credit Documents shall survive and continue in full force and effect until the Applicable Issuing Banks shall have no further obligations to make any payments or disbursements under any circumstances with respect to any Letter of Credit or Bank Guarantees.

(ii)If the Borrower so requests in any notice requesting the issuance of a Letter of Credit or Bank Guarantee (or the amendment of an outstanding Issuance), a Letter of Credit or Bank Guarantee may provide for the automatic extension thereof for additional periods of up to five years (each, an “Auto-Extension Issuance”); provided, that, any such Auto-Extension Issuance must, if requested by the Applicable Issuing Bank, permit the Applicable Issuing Bank to prevent any such extension at least once in each five-year period (commencing with the date of issuance of such Letter of Credit or Bank Guarantee) by giving prior notice to the beneficiary thereof not later than a day in each such period to be agreed upon at the time such Letter of Credit or Bank Guarantee is issued.

(d)Reimbursement. If the Applicable Issuing Bank shall make any Disbursement in respect of a Letter of Credit or Bank Guarantee, the Borrower shall reimburse such Disbursement (i) in Dollars or Euros, by paying to the Administrative Agent an amount

22

equal to such Disbursement in Dollars or Euros, as applicable, not later than 12:00 p.m. noon (New York City time) on the date that is one Business Day immediately following the day that the Borrower receives notice that such Disbursement has been made and (ii) in an Alternative Currency other than Euros, by paying to the Administrative Agent an amount equal to such Disbursement in the applicable Alternative Currency not later than 12:00 p.m. noon (New York City time) on the date that is two Business Days immediately following the day that the Borrower receives notice that such Disbursement has been made. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to the Applicable Issuing Bank. Issuances shall be repaid in the currency in which they are denominated, unless otherwise agreed by the Administrative Agent and the Applicable Issuing Bank in its sole discretion; provided that, at the Borrower’s election, Issuances denominated in Alternative Currencies may be reimbursed in Dollars in the USD Equivalent of such amount.

(e)Obligations Absolute. The Borrower’s obligation to reimburse Disbursements as provided in Section 2.01(d) 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 Issuance, any Issuance Application or this Agreement, or any term or provision herein or therein, (ii) any draft or other document presented under an Issuance 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 Applicable Issuing Bank under an Issuance against presentation of a draft or other document that does not comply with the terms of such Issuance, in the absence of gross negligence or willful misconduct by such Applicable Issuing Bank (as finally determined by a court of competent jurisdiction), 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, nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Issuance 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 Issuance (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 such Issuance’s Applicable 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 bad faith, gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). 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 an Issuance, the Applicable 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

23

and make payment upon such documents if such documents are not in strict compliance with the terms of such Issuance.

(f)Disbursement Procedures. The Applicable Issuing Bank for any Issuance shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under such Issuance. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone or email transmission of such demand for payment and whether the Applicable Issuing Bank has made or will make a Disbursement thereunder; provided that, any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse the Applicable Issuing Bank with respect to any such Disbursement.

(g)Interest.

(i)Interim Interest. If the Applicable Issuing Bank shall make any Disbursement, then, unless the Borrower shall reimburse such Disbursement in full in accordance with Section 2.01(d), the unpaid amount thereof shall bear interest at the Alternate Base Rate, for each day from and including the date the Borrower receives notice that such Disbursement has been made, to, but excluding, the date that (i) the Borrower reimburses such Disbursement before the occurrence of a nonpayment of reimbursement obligation Event of Default under Section 7.01(a), or (ii) a nonpayment of reimbursement obligation Event of Default under Section 7.01(a) has occurred and is continuing. Interest accrued pursuant to this paragraph shall be for the account of the Issuing Bank.

(ii)Default Interest. If any amount payable by the Borrower under this Agreement or any other Credit Document (including reimbursement obligations, interim interest, fees and other amounts) is not paid when due, whether at stated maturity, by acceleration or otherwise, such amount shall thereafter, after lapse of any applicable grace period in Section 7.01(a) or (b), bear interest at a rate per annum equal to the Default Rate.

(h)Cash Collateralization. If, in accordance with this Agreement, the Borrower is required to provide cash collateral in accordance with this Section 2.01(h) if (x) any Event of Default shall occur and be continuing (it being agreed 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 Company described in Section 7(d) or (e)), (y) any Issuance extends past the Termination Date, or (z) any Issuing Bank has Excess Exposure, then on the Business Day or at the time that such cash collateral is required to be provided in accordance with the applicable provision of this Agreement, the Borrower shall deposit into an account with the Administrative Agent, on terms and conditions reasonably satisfactory to the Administrative Agent (the “Collateral Account”) an amount in cash equal to 103% of the Exposure of the Borrower (or Excess Exposure in the case of clause (z)) as of such date plus accrued and unpaid interest thereon. Such deposit shall be held by the Administrative Agent, ratably for the benefit of the Applicable Issuing Bank, as collateral for the payment and performance of the Obligations. In addition, and without limiting the foregoing or Section 2.01(c), if any Exposure remains outstanding after the Termination Date, the Borrower shall immediately deposit into the

24

Collateral Account an amount in cash equal to 103% of such Exposure as of such date plus any accrued and unpaid interest thereon. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account and the Borrower hereby grants the Administrative Agent a security interest in any such Collateral Account to secure the Obligations of the Borrower with respect to the Exposure or Excess Exposure required to be cash collateralized pursuant to this paragraph. Other than any interest earned on the investment of such deposits, which investments shall be made only with the consent of the Borrower (to be given in its sole discretion) and if so made, at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in each such account. Moneys in such account shall be applied by the Administrative Agent to reimburse the Issuing Banks for Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the Exposures at such time or, if the maturity of the Issuances has been accelerated, 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 three Business Days after all such Events of Defaults have been cured or waived. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.01(b)(v), such amount (to the extent not applied as aforesaid) shall be promptly returned to the Borrower to the extent that, after giving effect to such return, no Excess Exposure exists and no Default shall have occurred and be continuing. If the Borrower is required to provide an amount of cash collateral hereunder pursuant to Section 2.01(c)(i), such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three Business Days after the Applicable Issuing Bank shall have no further obligations as described in the last sentence of Section 2.01(c)(i).

(i)Reporting. No later than 9:00 a.m., New York City time, two Business Days after the last day of each calendar quarter, each Issuing Bank shall provide the Administrative Agent with a summary of all (A) outstanding Issuances at such time and (B) Letter of Credit and Bank Guarantee activity as the Administrative Agent my reasonably request from time to time during such calendar quarter.

(j)Removal of Issuances. Any letter of credit or bank guarantee constituting an Issuance may be removed as a Letter of Credit or Bank Guarantee, as applicable, hereunder at any time, by agreement of the Borrower and the Applicable Issuing Bank with respect thereto, provided that the Borrower and the Applicable Issuing Bank have provided five (5) Business Days’ prior written notice (or such shorter period of notice as may be acceptable to the Administrative Agent in its discretion) and instruction to the Administrative Agent of the same, after which such letter of credit or bank guarantee shall no longer constitute a Letter of Credit or Bank Guarantee, as applicable, for any purpose of the Credit Documents.

Section 2.02Reallocation of Commitments; Additional Commitments.

(a)The Borrower may request that an Issuing Bank increase the amount of its Commitment and any Issuing Bank may at its election agree to any such request subject to (a) the

25

provision of written notice of any such increase to the Administrative Agent at least 5 Business Days prior to the effectiveness of any such increase and (b) the Borrower having made an election to reduce the Commitments of one or more other Issuing Banks such that the aggregate amount of the Commitments in respect of the Facility does not exceed $3,000,000,000.

(b)The Borrower and any one or more Issuing Banks (including New Banks), with the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed), at any time after the Closing Date, agree that such Issuing Bank shall obtain or increase, as the case may be, the amount of their Commitments by executing and delivering to the Administrative Agent an Increased Facility Activation Notice specifying, (a) the amount of such increase and (b) the applicable Increased Facility Closing Date. Notwithstanding the foregoing, without the consent of the Required Banks (such consent not to be unreasonably withheld or delayed), (i) the aggregate amount of the total Commitments may not be increased by an amount greater than $750,000,000, and (ii) each increase effected pursuant to this paragraph shall be in a minimum amount of at least $5,000,000 (or approximately the Alternative Currency equivalent, as the case may be). No Issuing Bank shall have any obligation to participate in any increase described in this paragraph unless it agrees in writing to do so in its sole discretion. The Administrative Agent shall promptly give notice to all Issuing Banks of any such increase.

(c)Any additional bank, financial institution or other entity which, with the consent of the Borrower and the Administrative Agent (not to be unreasonably withheld, delayed or conditioned and solely required to the extent that the Administrative Agent would have had a consent right in the event of an assignment to such New Bank pursuant to Section 9.04(b)) elects to become an “Issuing Bank” under this Agreement in connection with any transaction described in Section 2.02(b) shall execute a New Bank Supplement (each, a “New Bank Supplement”), substantially in the form of Exhibit B-2, whereupon such bank, financial institution or other entity (a “New Bank”) shall become an Issuing Bank for all purposes and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.

Section 2.03Termination and Reduction of Commitments

(a)Unless previously reduced or terminated pursuant to this Section 2.03, each Issuing Bank’s Commitments shall terminate on the Termination Date. If the Closing Date does not occur on or before July 15, 2024, then each Issuing Bank’s Commitments shall terminate on July 15, 2024 at 11:59 p.m. New York City time.

(b)The Borrower may at any time terminate, or from time to time reduce, any of the Commitments; provided that, (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $10,000,000 and not less than $50,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if the USD Equivalent of the total Exposures would exceed the total Commitments.

(c)The Borrower shall notify the Administrative Agent of any election to terminate or reduce any of the Commitments under paragraph (b) of this Section 2.03 at least three Business Days prior to the effective date of such termination or reduction, specifying such

26

election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Issuing Banks of the contents thereof in writing. Each notice delivered by the Borrower pursuant to this Section 2.03 shall be irrevocable; provided that, a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a capital markets transaction, 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 shall be permanent. The Borrower shall use its commercially reasonable efforts to the extent practicable (taking into account the currencies of, and jurisdictions where, Issuances are required and the requirements of the beneficiaries of such Issuances) to reduce Commitments on a substantially ratable basis among the Issuing Banks over the life of this Facility.

Section 2.04Evidence of Obligations.

(a)Each Issuing Bank shall maintain in accordance with its usual practice an account or accounts evidencing the obligations of the Borrower to such Issuing Bank resulting from each Issuance made by such Issuing Bank to the Borrower, including the amounts of reimbursement obligations and interest payable, if any, and paid to such Issuing Bank from time to time hereunder.

(b)The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Issuance made hereunder, (ii) the amount of any reimbursement obligation or interest due and payable or to become due and payable from the Borrower to the Applicable Issuing Bank hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Issuing Banks and each Issuing Bank’s share thereof.

(c)The entries made in the accounts maintained pursuant to Section 2.04(a) or 2.04(b) shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that, the failure of any Issuing Bank 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 reimbursement obligations to it in accordance with the terms of this Agreement.

Section 2.05Fees.

(a)The Borrower agrees to pay to the Administrative Agent for the account of each Issuing Bank a commitment fee (such fee, the “Commitment Fee”) in Dollars, which shall accrue at a rate per annum equal to the rate under the caption “Commitment Fee Rate” on Schedule 1.01 on the daily amount of the unutilized Commitments of such Issuing Bank during the period from and including the Closing Date to but excluding the date on which such Commitment terminates. Accrued Commitment Fees shall be payable in arrears on the date that is 15 days after the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the Closing Date. All Commitment Fees shall be computed on the basis of a year of 365 or 366 days, as the case may be, and shall be payable for the actual number of days elapsed (including the first business day but excluding the last day).

27

(b)The Borrower agrees to pay the fees set forth in the Fee Letters.

(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)[reserved]

(e)The Borrower agrees to pay to the Administrative Agent for the benefit of each Applicable Issuing Bank (or, at the election of the Borrower, directly to each Applicable Issuing Bank) an issuance fee (such fee, the “Issuance Fee”) in Dollars, which shall accrue at a rate per annum equal to the rate under the caption “Issuance Fee Rate” on Schedule 1.01 for a Financial Issuance or Performance Issuance, as applicable, on the daily maximum amount then available to be drawn under each Issuance issued by such Issuing Bank (based on the USD Equivalent thereof in the case of Issuances in an Alternative Currency) during the period from and including the Closing Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment, cancellation, negotiation, transfer, renewal or extension of any Issuance or processing of drawings thereunder. Issuance Fees accrued through and including the last day of March, June, September and December of each year shall be payable on the date that is 15 days after such day, commencing on the first such date to occur after the Closing 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. Any other fees payable to an Issuing Bank pursuant to this paragraph shall be payable within 30 days after written demand. All Issuance Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.

(f)All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Commitment Fees and Issuance Fees, to the Applicable Issuing Banks (except as expressly provided in Section 2.05(e)). Fees paid shall not be refundable under any circumstances.

Section 2.06Increased Costs. In the event that by reason of any change after the date of this Agreement in Applicable Law or regulation or in the interpretation thereof by any Governmental Authority charged with the administration, application or interpretation thereof, or by reason of the adoption or enactment after the date of this Agreement of any requirement or directive (whether or not having the force of law) of any Governmental Authority (each a “Change Event”); 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, but only in the event that the applicable Change Event results in the Applicable Issuing Bank being in a materially different adverse position than exists as of the Closing Date with respect to any of the items described in categories (a) and (b) below 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

28

pursuant to Basel III, shall be deemed to be a “Change in Law,” regardless of the date enacted, adopted or issued (collectively, a “Change in Law”):

(a)any Issuing Bank shall, with respect to this Agreement, be subject to any Tax, levy, impost, charge, fee, duty, deduction or withholding of any kind whatsoever (other than (i) any Indemnified Taxes or Other Taxes in respect of which additional amounts are payable (or would be so payable but for an exception under Section 2.07) pursuant to Section 2.07; or (ii) Excluded Taxes); or

(b)any reserve, capital adequacy, special deposit, liquidity or similar requirements should be imposed on either the commitments to lend or the foreign claims of deposits of any Issuing Bank;

and if any of the above-mentioned measures shall result in a material increase in the cost to such Issuing Bank of making or maintaining its Issuances or Commitments or a material reduction in the amount of reimbursement obligations or interest received or receivable by such Issuing Bank in respect thereof, then upon prompt written notification (which shall include the date of effectiveness of such change, adoption or enactment) and demand being made by such Issuing Bank for such additional cost or reduction, the Borrower shall pay to such Issuing Bank, within 30 days of such demand being made by such Issuing Bank, such additional cost or reduction; provided, however, that the Borrower shall not be responsible for any such cost or reduction that may accrue to such Issuing Bank with respect to the period between the occurrence of the event which gave rise to such cost or reduction and the date on which notification is given by such Issuing Bank to the Borrower; and provided, further, that the Borrower shall not be obligated to pay such Issuing Bank any such additional cost or reduction unless such Issuing Bank certifies to the Borrower that at such time such Issuing Bank shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this Section; and provided, further, that any such additional cost or reduction allocated to any Issuance or Commitment shall not exceed the Borrower’s pro rata share of all costs attributable to all issuances or commitments to all borrowers by such Issuing Bank that collectively result in the consequences for which such Issuing Bank is to be compensated by the Borrower. Within 30 days of receipt of such notification, the Borrower will pay such additional costs as may be applicable to the period subsequent to notification or prepay in full all amounts outstanding under this Agreement so affected by such additional costs, together with interest and fees accrued thereon to the date of prepayment in full. Such Issuing Bank shall use reasonable efforts (consistent with its internal policy applied on a non-discriminatory basis and legal and regulatory restrictions) to designate a different applicable lending office for the Issuances made by it and its Commitments or to take other appropriate actions if such designation or actions, as the case may be, will avoid the need for, or reduce the amount of, any increased costs to the Borrower incurred under this Section, and will not, in the opinion of such Issuing Bank, be otherwise disadvantageous to such Issuing Bank.

29

Section 2.07Taxes.

(a)Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction or withholding for any Taxes, except as required by law; provided that, if the applicable Withholding Agent shall be required to deduct or withhold any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions and withholdings (including deductions or withholdings applicable to additional sums payable under this Section) the Administrative Agent or Issuing Bank (as the case may be) receives from the Borrower an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the applicable Withholding Agent shall make such deductions or withholdings and (iii) the applicable Withholding Agent shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law. For the avoidance of doubt, a Tax imposed by reason of or pursuant to FATCA is a Tax required by law to be deducted or withheld.

(b)In addition, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with Applicable Law.

(c)The Borrower shall indemnify the Administrative Agent and each Issuing Bank, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Issuing Bank, as the case may be (other than any penalties, interest and expenses resulting from any bad faith, gross negligence or willful misconduct of the Administrative Agent or such Issuing Bank), whether or not such Indemnified Taxes or Other 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 an Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of an Issuing Bank, shall be conclusive absent manifest error.

(d)As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority, the Borrower 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.

(e)Any Issuing Bank that is entitled to an exemption from or reduction of withholding Tax with respect to payments under this Agreement shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation prescribed by Applicable Law as will permit such payments to be made without withholding or at a reduced rate. In addition, any Issuing Bank, 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 Issuing Bank

30

is subject to backup withholding or information reporting requirements. Without limiting the generality of the foregoing, (i) each Issuing Bank (or assignee or Participant) that is a “United States person” as defined in Section 7701(a)(30) of the Code shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Issuing Bank from which the related participation shall have been purchased) a copy of IRS Form W-9 certifying that such Issuing Bank (or assignee or Participant) is exempt from U.S. federal backup withholding Tax, (ii) each Issuing Bank (or assignee or Participant) that is not a “United States person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Bank”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a Participant, to the Issuing Bank from which the related participation shall have been purchased) a copy of IRS Form W-8BEN or W-8BEN-E, Form W-8ECI or Form W- 8IMY (together with any applicable underlying IRS forms), and, in the case of a Non-U.S. Bank claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, a certificate substantially in the form of Exhibit C-1, C-2, C-3 or C-4, as applicable, or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Bank claiming complete exemption from, or a reduced rate of, U.S. federal withholding Tax on payments under this Agreement, and (iii) if a payment made to an Issuing Bank under this Agreement would be subject to U.S. federal withholding Tax imposed by FATCA if such Issuing Bank were to fail to comply with the applicable documentation or reporting requirements of FATCA (including those required pursuant to Section 1471(b) or 1472(b) of the Code, as applicable), such Issuing Bank 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 its obligations under FATCA, to determine that such Issuing Bank has or has not complied with such Issuing Bank’s obligations under FATCA or to determine the amount to deduct and withhold from such payment (and, solely for purposes of this Section 2.07(e)(iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement). Such forms and documentation shall be delivered by each Issuing Bank on or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before the date such Participant purchases the related participation) and from time to time thereafter upon the request of the Borrower or the Administrative Agent. In addition, each Issuing Bank shall deliver such forms and documentation promptly upon the expiration, obsolescence or invalidity of any form or documentation previously delivered by such Issuing Bank. Each Issuing Bank shall promptly notify the Borrower and the Administrative Agent at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower or the Administrative Agent (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this Section, an Issuing Bank shall not be required to deliver any form and documentation pursuant to this Section that such Issuing Bank is not legally able to deliver.

(f)Any Non-U.S. Bank 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 Non-U.S. Bank becomes an

31

Issuing Bank 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 and the Administrative Agent to determine the withholding or deduction required to be made.

Each Issuing Bank 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)The Administrative Agent and each Issuing Bank shall use reasonable efforts (consistent with its internal policy applied on a non-discriminatory basis and legal and regulatory restrictions) to designate a different applicable lending office for the Issuances made by it and its Commitments or to take other appropriate actions if such designation or actions, as the case may be, will avoid the need for, or reduce the amount of, any payments the Borrower is required to make under this Section 2.07, and will not, in the opinion of the Administrative Agent or such Issuing Bank, be otherwise disadvantageous to the Administrative Agent or such Issuing Bank.

(h)Each Issuing Bank shall severally indemnify the Administrative Agent within 10 days after written demand therefor, (i) for the full amount of any Taxes attributable to such Issuing Bank that are payable or paid by the Administrative Agent and (ii) any Taxes attributable to such Issuing Bank’s failure to comply with the provisions of Section 9.04(e) relating to the maintenance of a Participant Register, in each case, including 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 Issuing Bank by the Administrative Agent shall be conclusive absent manifest error. Each Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Issuing Bank under this Agreement or otherwise payable by the Administrative Agent to the Issuing Bank from any other source against any amount due to the Administrative Agent under this paragraph (h).

(i)With respect to payments made by the Borrower to the Administrative Agent for the benefit, or on account of any Issuing Bank (or Participant), (i) each Administrative Agent that is a “United States person” as defined in Section 7701(a)(30) of the Code will provide an IRS Form W-9, and (ii) each Administrative Agent that is not a “United States person” as defined in Section 7701(a)(30) of the Code will, prior to any payment made by the Borrower to such Administrative Agent, provide an IRS Form W-8IMY (a) certifying its status as a qualified intermediary, (b) assuming primary withholding responsibility for purposes of chapters 3 and 4 of the Code, and (c) either (1) assuming primary IRS Form 1099 reporting and backup withholding responsibility or (2) assuming reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that it maintains and that are held by specified U.S. persons as permitted under Treasury Regulations Section 1.6049-4(c)(4)(i) or

32

(c)(4)(ii) in lieu of IRS Form 1099 reporting. No Administrative Agent shall be permitted to make the election described in Section 1471(b)(3) of the Code.

(j)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 2.07 (including by the payment of additional amounts pursuant to this Section 2.07), 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 2.07 with respect to Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party 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 2.07(j) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority, other than any penalties, interest or other charges resulting from any bad faith, negligence or willful misconduct of such indemnified party) in the event that such indemnified party is required to repay such refund to such Governmental Authority. 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. Notwithstanding anything to the contrary in this Section 2.07(j), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.07(j) to the extent that the payment of such amount 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.

Section 2.08Payments Generally.

(a)Unless otherwise specified herein, the Borrower shall make each payment required to be made by it hereunder (including under Section 2.06, 2.07, or otherwise) prior to 1:00 p.m., Local Time, on the date when due and in immediately available funds, without set-off 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 to the applicable account designated to the Borrower by the Administrative Agent, except that payments pursuant to Sections 2.06, 2.07 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute in like funds any such payments received by the Administrative agent 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. All payments hereunder shall be made in the currency in which the applicable payment obligation is due.

(b)If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of unreimbursed Disbursements, interest and fees

33

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 unreimbursed Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of unreimbursed Disbursements then due to such parties.

(c)[reserved]

(d)Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment from the Borrower is due to the Administrative Agent for the account of the Issuing Banks hereunder that the Borrower will not make such payment, 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 applicable Issuing Banks the amount due.    In such event, if the Borrower has not in fact made such payment, then each of the Issuing Banks severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such 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 Federal Funds Effective Rate.

(e)If any Issuing Bank shall fail to make any payment required to be made by it pursuant to Section 2.08(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Issuing Bank to satisfy such Issuing Bank’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.09Replacement of Issuing Banks.

(a)[Reserved].

(b)If any Issuing Bank requests compensation, or is entitled to payments, under Section 2.06 or Section 2.07, or is affected in the manner described in Section 2.13 and, in each case, such Issuing Bank has declined or is unable to designate a different lending office in accordance with Section 2.06 or Section 2.07(g), or if any Issuing Bank is a Defaulting Bank, then the Borrower may, at its sole expense and effort (in the case of a claim for compensation under, or payments pursuant to, Section 2.06 or Section 2.07 or in the case of illegality under Section 2.13 ) or at the expense and effort of any such Defaulting Bank, upon notice to such Issuing Bank and the Administrative Agent, require such Issuing Bank 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 Section 2.06 or Section 2.07) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Issuing Bank, if an Issuing Bank accepts such assignment); provided that, (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks, to the extent the Administrative Agent’s or Issuing Banks’ consent would have been required for such assignment under Section 9.04(b)), which consent shall not unreasonably be withheld or delayed, (ii) such Issuing Bank shall have received payment of an amount equal to the outstanding amount

34

of its Issuances and Disbursements, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding amount and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under, or payments pursuant to, Section 2.06 or Section 2.07, or from illegality under Section 2.13 such assignment will result in a reduction in such compensation or payments or eliminate the illegality, as the case may be. An Issuing Bank shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Issuing Bank or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply. Each party hereto agrees that (i) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Acceptance executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system as to which the Administrative Agent and such parties are participants (“Approved Electronic Platforms”)), and (ii) the Issuing Bank required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to and be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Issuing Bank; provided that any such documents shall be without recourse to or warranty by the parties thereto.

Section 2.10Use of Issuances. The Issuances shall be available (and the Borrower agrees that it shall use such proceeds) to support bid, advance payment, performance, and retention/warranty instruments in each case in the ordinary course of business of the Borrower and its Subsidiaries and for other general corporate purposes of the Borrower and its Subsidiaries. The Borrower will not request any Issuance, and the Borrower will not, nor procure that its Subsidiaries and its or their respective directors, officers, employees and agents will, use any Issuances (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 to be conducted by 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 2.11Defaulting Banks. Notwithstanding any provision of this Agreement to the contrary, if any Issuing Bank becomes a Defaulting Bank, then the following provisions shall apply for so long as such Issuing Bank is a Defaulting Bank:

(a)the Commitment Fees and Issuance Fees shall cease to accrue on the Commitments and/or Issuances of such Defaulting Bank;

(b)any payment of reimbursement obligations, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Bank (whether voluntary or mandatory, at maturity, or otherwise) shall be applied at such time or times as may

35

be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Bank to the Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Bank to any Issuing Bank hereunder; third, to cash collateralize Exposure with respect to Defaulting Bank in accordance with this Section; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the issuing of any Issuance in respect of which such Defaulting Bank has failed to issue 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 cash collateralize future Exposure with respect to such Defaulting Bank with respect to future Letters of Credit or Bank Guarantees issued under this Agreement, in accordance with this Section; sixth, to the payment of any amounts owing to the Issuing Banks as a result of any judgment of a court of competent jurisdiction obtained by any Issuing Bank against such Defaulting Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; seventh, so long as no Default or Event of 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 Bank as a result of such Defaulting Bank’s breach of its obligations under this Agreement; and eighth, to such Defaulting Bank or as otherwise directed by a court of competent jurisdiction. Any payments, prepayments or other amounts paid or payable to a Defaulting Bank that are applied (or held) to pay amounts owed by a Defaulting Bank or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Bank, and each Issuing Bank irrevocably consents hereto; and

(c)the Commitment and Exposure of such Defaulting Bank shall not be included in determining whether the Required Banks 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 Bank in the case of an amendment, waiver or other modification requiring the consent of such Issuing Bank or each Issuing Bank affected thereby. If the Borrower, the Issuing Banks and the Administrative Agent agree in writing that an Issuing Bank is no longer a Defaulting Bank, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein, whereupon such Issuing Bank will cease to be a Defaulting Bank; provided that, no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Issuing Bank was a Defaulting Bank.

The Borrower may terminate the unused amount of the Commitment of any Issuing Bank that is a Defaulting Bank upon not less than two Business Days’ prior notice to the Administrative Agent (which shall promptly notify the Issuing Banks thereof); provided that, (i) no Event of Default shall have occurred and be continuing and (ii) such termination shall not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or any Issuing Bank may have against such Defaulting Bank.

The rights and remedies against, and with respect to, a Defaulting Bank under this Section are in addition to, and cumulative and not in limitation of, all other rights and remedies

36

that the Administrative Agent, any Issuing Bank or the Borrower may at any time have against, or with respect to, such Defaulting Bank.

Section 2.12Extension of Termination Date.

(a)The Borrower may, by sending an Extension Request to the Administrative Agent (in which case the Administrative Agent shall promptly deliver a copy to each of the Issuing Banks), after the first anniversary of the Closing Date but at least three months in advance of the Termination Date in effect at such time (including at any time prior thereto on or after any anniversary of the Closing Date but, for the avoidance of doubt, no more than once in any year), request that the Issuing Banks extend such Termination Date then in effect to the first anniversary of the Termination Date then in effect. Each Issuing Bank, acting in its sole discretion, shall, by notice to the Administrative Agent given not later than the date that is the 20th day after the date of the Extension Request, or if such day is not a Business Day, the immediately following Business Day (the “Response Date”) advise the Administrative Agent in writing whether or not such Issuing Bank agrees to such extension (each Issuing Bank that so advises the Administrative Agent that it will not extend the Termination Date, being referred to herein as a “Non-Extending Bank”); provided that, any Issuing Bank that does not advise the Administrative Agent by the Response Date and any Defaulting Bank shall be deemed to be a Non-Extending Bank. The election of any Issuing Bank to agree to such extension shall not obligate any other Issuing Bank to agree.

(b)(i) If, on the Response Date, Issuing Banks holding Commitments that aggregate to 50% or more of the total Commitments then in effect shall not have agreed to extend the Termination Date, then such Termination Date shall not be so extended and the outstanding balance of all Issuances and other amounts payable hereunder shall be payable on such Termination Date.

(i)If (and only if), on the Response Date, Issuing Banks holding Commitments that aggregate to more than 50% of the total Commitments then in effect shall have agreed to extend the Termination Date, then the Termination Date shall be extended to the date that is the first anniversary of the then-current Termination Date (subject to satisfaction of the conditions set forth in Section 2.12(d)) with respect to Issuing Banks that have so agreed to extend. In the event of such extension, the Commitment of each Non-Extending Bank shall terminate on the Termination Date in effect prior to such extension, all Issuances and other amounts payable hereunder to such Non-Extending Banks shall become due and payable on such Termination Date and the total Commitments of the Issuing Banks hereunder shall be reduced by the Commitments of the Non-Extending Banks so terminated on such Termination Date.

(c)In the event that the conditions of clause (ii) of paragraph (b) above have been satisfied, the Borrower shall have the right on or before the Termination Date in effect prior to the requested extension, at its own expense, to require any Non-Extending Bank to transfer and assign without recourse (in accordance with and subject to the restrictions contained in Section 9.04) all its interests, rights and obligations under this Agreement to one or more banks or other financial institutions identified to the Non-Extending Bank, which may include any

37

Issuing Bank (each an “Additional Bank”), provided that, (w) such Additional Bank, if not already an Issuing Bank hereunder, shall be subject to the approval of the Administrative Agent (such approvals not to be unreasonably withheld, conditioned or delayed), to the extent the consent of the Administrative Agent would be required to effect an assignment under Section 9.04, (x) such assignment shall become effective as of a date specified by the Borrower (which shall not be later than the Termination Date in effect prior to the requested extension), (y) the Additional Bank shall pay to such Non-Extending Bank in immediately available funds on the effective date of such assignment the amount of and interest accrued to the date of payment on the Issuances made by it hereunder and all other amounts accrued for its account or owed to it hereunder and (z) such Non-Extending Bank shall not be required to sign and deliver any assignment form in order for such assignment to become effective.

(d)As a condition precedent to each such extension, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower dated as of the Termination Date then in effect certifying that, before and after giving effect to such extension, the representations and warranties contained in Section 3 and the other Credit Documents are true and correct in all material respects on and as of the Termination Date, except (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all material respects on and as of the Termination Date and (ii) to the extent any such representations or warranties are limited to a specific date, in which case, such representations and warranties are accurate in all material respects as of such specific date.

(e)There shall be no more than two such extensions pursuant to this Section 2.12.

Section 2.13Illegality. Notwithstanding any other provision herein, if the adoption of or any change in Applicable Law or regulation or in the interpretation or application thereof shall make it unlawful for any Issuing Bank to make any Issuances as contemplated by this Agreement, the Commitment of such Issuing Bank hereunder with respect to such Issuances shall forthwith be canceled. If circumstances subsequently change so that any affected Issuing Bank shall determine that it is no longer so affected, such Issuing Bank will promptly notify the Borrower and the Administrative Agent, and upon receipt of such notice, the obligations of such Issuing Bank to make such previously affected Issuances shall be reinstated.

38

ARTICLE III

REPRESENTATIONS OF BORROWER

The Borrower represents as follows:

(a)he Borrower has been duly organized and is validly existing and, if applicable, in good standing under the laws of the jurisdiction of its organization, and has all requisite power and authority to conduct its business, to own its properties and to execute, deliver and perform its obligations under this Agreement.

(b)The execution, delivery and performance by the Borrower of this Agreement (i) has been duly authorized by all necessary corporate action and (ii) does not and will not violate any provision of any law or regulation, or contractual or corporate restrictions, in each case, binding on the Borrower and material to the Borrower and its Subsidiaries, taken as a whole (except to the extent such violation would not reasonably be expected to have a Material Adverse Effect).

(c)This Agreement constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject however to (i) the exercise of judicial discretion in accordance with general principles of equity and (ii) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted.

(d)The proceeds of the Facility made to the Borrower shall not be used for a purpose which violates Regulation U.

(e)As of the date hereof, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending against the Borrower or, to the knowledge of the Borrower, threatened by or against, the Borrower or any Subsidiary or against any of their respective properties or revenues (i) with respect to this Agreement or any of the transactions contemplated hereby or (ii) that could reasonably be expected to have a Material Adverse Effect.

(f)(i) The consolidated balance sheet of the Borrower (as a carve-out business of the General Electric Company) and its statements of income, stockholders equity and cash flows as of and for the fiscal year ended December 31, 2023, reported on by Deloitte & Touche LLP, independent public accountants, or other independent certified public accountants of nationally recognized standing, as filed with the Securities and Exchange Commission, present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP; and (ii) since December 31, 2023, to the date hereof, there has been no development or event that has had or could reasonably be expected to have a Material Adverse Effect with respect to the Borrower and its Subsidiaries, taken as a whole.

39

(g)The Borrower maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. The Borrower and its Subsidiaries and, to the knowledge of the Borrower, their respective directors, officers, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower or any Subsidiary nor, to the knowledge of the Borrower or such Subsidiary, any of their respective directors, officers or employees or any of their respective agents that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No part of the proceeds of the Issuances or the Transactions will be used by the Borrower in violation of Anti-Corruption Laws or applicable Sanctions.

(h)The Borrower maintains in effect policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with the Anti-Money Laundering Laws. The operations of the Borrower and its Subsidiaries are in compliance in all material respects with the Bank Secrecy Act and implementing regulations, to the extent applicable, and the applicable anti-money laundering statutes of jurisdictions where the Borrower and its Subsidiaries conduct business, and the rules and regulations thereunder (collectively, the “Anti-Money Laundering Laws”).

(i)Except, in each case, as would not reasonably be expected to have a Material Adverse Effect, (i) the Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable federal or state laws, (ii) there are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to the Plan, and (iii) no ERISA Event has occurred.

(j)Except as which would not otherwise have a Material Adverse Effect, to the knowledge of the Borrower, the Borrower is in compliance with all Environmental Laws, which compliance includes obtaining, maintaining and complying with all permits, licenses and other authorizations required by such Environmental Laws. This paragraph (j) shall constitute the sole and exclusive representation and warranty regarding environmental matters, including those under or related to Environmental Laws.

(k)The Borrower is not required to be registered as an “investment company” as defined in the Investment Company Act of 1940, as amended.

(l)The Borrower is not an Affected Financial Institution.

40

ARTICLE IV

CONDITIONS

Section 4.01Effective Date; Closing Date.

(a)This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Effective Date”):

(1)The Administrative Agent (or its counsel) shall have received from the Borrower and each Issuing Bank, either (i) a counterpart of this Agreement signed on behalf of such party or parties or (ii) written evidence satisfactory to the Administrative Agent (which may include electronic transmission of a signed signature page of this Agreement) that such party or parties have signed a counterpart of this Agreement.

(2)The Issuing Banks, the Administrative Agent and the Lead Arrangers having received all fees required to be paid, to the extent required to be paid on or prior to the Effective Date.

(3)The Administrative Agent having received, at least five 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 and, to the extent the Borrower constitutes a “legal entity customer” thereunder, the Beneficial Ownership Regulation, to the extent reasonably requested by the Administrative Agent at least ten Business Days prior to the Effective Date.

(4)The Administrative Agent shall have received the favorable written opinion (addressed to the Administrative Agent and the Issuing Banks and dated the Effective Date) of (i) in-house counsel for the Borrower and (ii) Gibson, Dunn & Crutcher LLP, counsel to the Borrower. The Borrower hereby requests such counsel to deliver such opinions.

(5)Since December 31, 2023, there has been no Material Adverse Effect on the Borrower and its Subsidiaries, taken as a whole.

(6)The Administrative Agent having received (x) a certificate, dated as of the Effective Date, signed by the Group Vice President, Treasurer, Head of Tax or Chief Financial Officer of the Borrower (or any other officer of the Borrower duly authorized to execute such certificate), confirming, on and as of the Effective Date, (I) the representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects on and as of the Effective Date (except that (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects on and as of the Effective Date and (ii) to the extent any representation or warranty is expressly related to an earlier date, such representation or warranty was true and correct in all material respects as of such earlier date) and (II) no Default or Event of Default has occurred and is continuing on and as of the Effective Date (or would result from the occurrence of the

41

Effective Date), (y) a certificate, dated as of the Effective Date, signed by the secretary, assistant secretary or any other officer of the Borrower duly authorized to execute such certificate, certifying as to (i) specimen signatures of the persons authorized to execute Credit Documents on behalf of the Borrower, (ii) copies of the Borrower’s constituent organizational documents, and (iii) the resolutions of the board of directors or other appropriate governing body of the Borrower authorizing the execution, delivery and performance of the Credit Documents and (iv) a certificate of good standing (or equivalent thereof in the relevant jurisdiction) for the Borrower from its jurisdiction of organization certifying as to the good standing (or equivalent thereof) of the Borrower.

(b)The obligations of the Issuing Banks to make Issuances shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02) (such date, the “Closing Date”), which Closing Date shall occur on or before July 15, 2024:

(1)The Effective Date shall have occurred.

(2)The Issuing Banks, the Administrative Agent and the Lead Arrangers having received all fees and expenses required to be paid on or prior to the Closing Date, and in the case of expenses, for which invoices have been presented at least three Business Days before the Closing Date.

(3)The Administrative Agent having received a certificate, dated the Closing Date and signed by the Group Vice President, Treasurer, Head of Tax or Chief Financial Officer of the Borrower (or any other officer of the Borrower duly authorized to execute such certificate), confirming, on and as of the Closing Date, (x) the representations and warranties of the Borrower set forth in this Agreement are true and correct in all material respects on and as of the Closing Date (except that (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect is true and correct in all respects on and as of the Closing Date and (ii) to the extent any representation or warranty is expressly related to an earlier date, such representation or warranty was true and correct in all material respects as of such earlier date), (y) no Default or Event of Default has occurred and is continuing on and as of the Closing Date (or would result from the occurrence of the Closing Date, including any Issuances made on the Closing Date and the use of proceeds therefrom) and (z) that there has been no change to the matters contained in the certificates, resolutions or other equivalent documents since the date of their delivery pursuant to Section 4.01(a)(6)(y) (or otherwise attaching any applicable updates thereto).

(4)The Spin shall have been consummated or will be consummated substantially concurrently with occurrence of the Closing Date.

(5)To the extent any Issuance will be requested to be made on the Closing Date, the delivery of an Issuance Request.

(6)Prior to or substantially concurrently with the effectiveness of this Agreement on the Closing Date, any principal, interest and fees outstanding under the GE Credit

42

Agreement shall have been paid in full and all commitments thereunder shall have been terminated; and the Administrative Agent shall have received customary evidence thereof.

The Administrative Agent shall notify the Borrower and the Issuing Banks of each of the Effective Date and the Closing Date, and each such notice shall be conclusive and binding. For the purposes of determining whether the conditions precedent specified in Section 4.01(a) or (b) have been satisfied, each Issuing Bank shall be deemed to have consented to, approved, accepted or be satisfied with each document or other matter required thereunder to be consent to, approved by, acceptable to or satisfactory to the Issuing Banks unless the Administrative Agent shall have received notice from such Issuing Bank prior to the Effective Date or the Closing Date, as applicable, specifying its objection thereto.

Section 4.02Each Issuance Event. The obligation of each Issuing Bank to make, amend or renew or extend an Issuance (other than any Issuance on the Closing Date) is subject to the satisfaction (or waiver in accordance with Section 9.02) of the following conditions:

(a)With respect to any Issuances, the Administrative Agent and the applicable Issuing Bank shall have received a duly executed request in compliance with Section 2.01(b) hereof or, in each case, such other notice or request reasonably satisfactory to the Administrative Agent;

(b)the representations of the Borrower set forth in this Agreement (except for the representations set forth in Section 3(e) and 3(f)) shall be true and correct in all material respects on and as of the date of issuance, amendment, renewal or extension of such Issuance, as applicable (except that (i) any representation or warranty which is already qualified as to materiality or by reference to Material Adverse Effect shall be true and correct in all respects, and (ii) to the extent any representation or warranty expressly relates to an earlier date, such representation or warranty shall have been true and correct as of such earlier date); and

(c)at the time of and immediately after giving effect to such Issuance no Default or Event of Default shall have occurred and be continuing.

Each issuance, amendment, renewal or extension of an Issuance shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in Sections 4.02(b) and 4.02(c).

ARTICLE V

AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, from and after the Closing Date and so long as the Commitments remain in effect or any Obligation or other amount is owing to any Issuing Bank or the Administrative Agent hereunder, the Borrower shall:

Section 5.01Financial Statements; Compliance Certificates; Other Information and Notices. Furnish to the Administrative Agent and each Issuing Bank:

43

(a)as soon as available, but in any event within 90 days after the end of each fiscal year of the Borrower ended after the Closing Date, a copy of the audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing;

(b)as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of the Borrower ended after the Closing Date, the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter;

(c)concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and 5.01(b), a Compliance Certificate;

(d)reasonably promptly upon reasonable request therefor, information and documentation reasonably requested by the Administrative Agent or any Issuing Bank for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations; and

(e)promptly, upon any Chief Financial Officer, Treasurer or other executive financial officer of the Borrower obtaining actual knowledge thereof, give notice (unless available in the public filings or releases of the Borrower or its Subsidiaries) to the Administrative Agent and each Issuing Bank of the occurrence of any Default or Event of Default.

All financial statements required to be delivered pursuant to Section 5.01(a) and (b) above shall be complete and correct in all material respects and shall be prepared in accordance with GAAP. Timely filing of such financial statements and information with the Securities and Exchange Commission shall constitute compliance with Section 5.01(a) and 5.01(b).

Section 5.02Keeping of Books. Keep proper books and records and maintain properties useful and necessary in its business except as would not reasonably be expected to have a Material Adverse Effect.

Section 5.03Preservation of Existence. (a) Preserve and maintain its existence and (b) comply in all respects with all applicable laws, rules, regulations and orders, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided, however, in the case of the foregoing clause (a), the Borrower may consummate any merger or consolidation or other transaction permitted under Section 6.01.

Section 5.04Reporting of Issuances. Furnish to the Administrative Agent no later than 9:00 a.m., New York City time, on the second Business Day prior to the last day of each calendar

44

quarter, a summary of (A) all outstanding Issuances at such time including issuance, extension and expiration dates and (B) the amounts and currencies of any draws thereunder.

ARTICLE VI

NEGATIVE COVENANTS

The Borrower hereby agrees that, from and after the Closing Date and so long as the Commitments remain in effect or any Obligation or other amount is owing to any Issuing Bank or the Administrative Agent hereunder:

Section 6.01Fundamental Changes. The Borrower shall not consolidate with or merge into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person or persons, unless:

(a)the person formed by such consolidation or into which the Borrower is merged or the person which acquires by conveyance or transfer, or which leases, the properties and assets of the Borrower substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other entity, and shall expressly assume, by an amendment or joinder supplemental hereto, executed and delivered to the Administrative Agent, in form satisfactory to the Administrative Agent, the due and punctual payment of the reimbursement of and any interest or other expenses on all the Issuances and the performance or observance of every covenant of this Agreement or the Fee Letters on the part of the Borrower to be performed or observed;

(b)immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing;

(c)the Borrower (or such person so assuming the obligations of the Borrower) has delivered to the Administrative Agent and the Issuing Banks such customary certificates, opinions or supplemental agreements, including as to authority and enforceability of any joinder, supplement or amendment documentation reasonably requested by the Administrative Agent, each in form and substance reasonably satisfactory to the Administrative Agent, and any information or documentation reasonably requested by any Issuing Bank through the Administrative Agent under any applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act and, to the extent the Borrower constitutes a “legal entity customer” thereunder, the Beneficial Ownership Regulation; and

(d)the foregoing shall not prohibit the Borrower from (i) converting its organizational form from a limited liability company to a corporation and/or (ii) changing its name to GE Vernova Inc., so long as, in each case, (1) the Borrower remains a Delaware entity and (2) the Borrower provides any information or documentation reasonably requested by any Issuing Bank through the Administrative Agent under any applicable “know your customer” and

45

anti-money laundering rules and regulations, including the PATRIOT Act and, to the extent the Borrower constitutes a “legal entity customer” thereunder, the Beneficial Ownership Regulation.

Section 6.02Liens. The Borrower shall not, and shall not permit any Subsidiary Guarantor, to create, incur, assume or suffer to exist any Lien securing Indebtedness for borrowed money upon any of its property or assets, whether now owned or hereafter acquired, other than the following:

(a)Liens in connection with any sale, transfer, participation, pledge or other disposition of any receivables, payables, loans, leases, other payment rights (whether secured or unsecured) or other financial assets of the Borrower, the Subsidiary Guarantors, and any assets related to the foregoing (including any equipment or other assets subject to any lease), and in each case with all ancillary rights, supporting obligations and rights under any related credit support or hedging arrangements, in connection with any asset based financing or asset sale transaction or series of related transactions (including, without limitation, future flow financings, factorings, participations, asset backed securitizations, covered bonds, asset based lending and similar financing structures) that may be entered into by the Borrower and the Subsidiary Guarantors in the ordinary course of business;

(b)(i) Liens granted to secure Indebtedness (including other obligations related thereto) in whole or in part acquired, advanced, guaranteed, insured or otherwise supported by any Governmental Authority, or any export-import bank, export credit agency, development bank or agency or other similar agency or (ii) Liens in favor of any Person who insures, assumes or secures credit risk or bad debt risk relating to any such Indebtedness referenced in (b)(i) above in the ordinary course of business;

(c)Liens on the property or assets of, or securing the Indebtedness of, a Person existing at the time such Person is consolidated or merged with, or at the time all or substantially all of the assets of such Person are acquired by, the Borrower or any Subsidiary Guarantor;

(d)Liens in favor of any Governmental Authority to secure progress, advance or other payments pursuant to any agreement, contract or provision of any Applicable Law;

(e)Liens securing obligations under any repurchase or securities lending agreement or transaction or other similar short-term financings under 365 days entered into by the Borrower or any Subsidiary Guarantor, including, but not limited to, any Liens granted to intermediaries providing clearing, custody or similar services;

(f)Liens on any Collateral Account as contemplated by Section 2.01(h) of this Agreement;

(g)Liens not permitted by the foregoing clauses (a) to (f), inclusive, if at the time of, and after giving effect to, the creation or assumption of any such Lien, the aggregate amount (without duplication) of all outstanding Indebtedness for borrowed money of the Borrower and Subsidiary Guarantors secured by all such Liens under this clause (g) does not

46

exceed, together with the outstanding aggregate principal amount of Indebtedness incurred in reliance on Section 6.04(m), 7.5% of Consolidated Tangible Assets; and

(h)any extension, renewal, substitution or replacement (or successive extensions, renewals, substitutions or replacements), in whole or in part, of any Lien referred to in the foregoing clauses (a) to (g), inclusive.

Section 6.03Financial Covenant. The Borrower shall not permit, on the last day of any fiscal quarter beginning with the first full fiscal quarter end date following the Closing Date, the Consolidated Leverage Ratio for the four consecutive fiscal quarters of the Borrower ending with such fiscal quarter end date to exceed 3.50:1.00 (the “Base Leverage Ratio”); provided that, in the event the Borrower consummates a Qualified Acquisition after the Closing Date, the Borrower may elect (a “Qualified Acquisition Election”) upon notice to the Administrative Agent on or prior to the date that the next Compliance Certificate is delivered pursuant to Section 5.01(c) following the consummation of such Qualified Acquisition, that the Consolidated Leverage Ratio level set forth above shall be increased from the Base Leverage Ratio to 4:00:1.00 for the four consecutive fiscal quarters ending after the consummation of such Qualified Acquisition (including the fiscal quarter in which the Qualified Acquisition was consummated), it being understood and agreed that, following such four fiscal quarters, the Consolidated Leverage Ratio applicable under this Section 6.03 shall be the Base Leverage Ratio; provided, further, that following any such four-quarter period during which the Base Leverage Ratio was increased following a Qualified Acquisition Election, there shall be two consecutive fiscal quarters for which the Base Leverage Ratio shall apply notwithstanding any further Qualified Acquisitions.

Section 6.04Limitations on Non-Guarantor Subsidiary Indebtedness. The Borrower shall not permit any Subsidiary (other than any Subsidiary Guarantor) to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, other than the following:

(a)Indebtedness in existence on the date hereof and, in the case of any Subsidiary Borrower (as defined in the RCF Agreement or any replacement or refinancing thereof), Indebtedness incurred thereunder which is guaranteed by the Borrower;

(b)Indebtedness owed to the Borrower or any Subsidiary of the Borrower;

(c)Indebtedness incurred to finance the acquisition, lease, construction, replacement, repair or improvement of any assets, including financing lease obligations, mortgage financings and purchase money indebtedness (including any industrial revenue bonds, industrial development bonds and similar financings);

(d)Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business;

47

(e)Indebtedness that is effectively subordinated to the payment obligations of the Borrower to the Issuing Banks hereunder to the reasonable satisfaction of the Administrative Agent;

(f)Indebtedness under swap agreements, hedge agreements or other similar arrangements entered into for the purpose of hedging risks associated with the Borrower’s and its Subsidiaries’ operations (including, without limitation, interest rate and foreign exchange and commodities price risks), in each case, in the ordinary course of business and not for speculative purposes;

(g)Indebtedness of any Person that becomes a Subsidiary after the Effective Date (including any Indebtedness assumed in connection with the acquisition of a Subsidiary); provided that, such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary;

(h)Indebtedness in respect of letters of credit (including trade letters of credit), bank guarantees or similar instruments issued or incurred in the ordinary course of business, including in respect of credit card obligations or any overdraft and related liabilities arising from treasury, depository and cash management services or any automated clearing house transfers, workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims;

(i)Indebtedness in respect of bid, performance, surety, stay, customs, appeal or replevin bonds or performance and completion guarantees and similar obligations or with respect to reimbursement obligations with respect to trade obligations, in each case, incurred in the ordinary course of business, including guarantees or obligations of any Subsidiary with respect to letters of credit, bank guarantees or similar instruments supporting such obligation;

(j)Indebtedness in respect of credit card obligations, netting services, overdraft protections, treasury, depository, pooling and other cash management arrangements, including, in all cases, in connection with deposit accounts and any cash pooling arrangements;

(k)Indebtedness consisting of (x) the financing of insurance premiums with the providers of such insurance or their affiliates or (y) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(l)Indebtedness constituting guarantees of Indebtedness otherwise permitted pursuant to this Section 6.04; and

(m)Indebtedness not permitted by the foregoing clauses (a) to (l), inclusive, if at the time of, and after giving effect to, the incurrence or assumption thereof, the aggregate outstanding amount (without duplication) of all such Indebtedness does not exceed, together with the aggregate outstanding principal amount of Indebtedness for borrowed money of the Borrower and Subsidiary Guarantors secured by Liens incurred or assumed pursuant to Section 6.02(g), 7.5% of Consolidated Tangible Assets.

48

Section 6.05Dividends and Distributions. The Borrower will not declare, make or pay any dividends and distributions in respect of its Equity Interests while an Event of Default has occurred and is continuing, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional common Equity Interests, (b) the Borrower may pay cash in lieu of the issuance of fractional shares of its common Equity Interests upon the exercise of options and warrants, and (c) the Borrower may make dividends and pay distributions declared while no Default or an Event of Default has occurred and is continuing.

Section 6.06Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any material transaction after the Closing Date (after giving effect to the Spin) with any Affiliate of the Borrower or any of its Subsidiaries, except on terms and conditions not materially less favorable to the Borrower or such Subsidiary than would reasonably be obtained by it in a comparable arm’s-length transaction with a Person other than an Affiliate; provided that the foregoing restriction shall not apply to:

(a)renewals, extensions, amendments and replacements of transactions existing on the Effective Date on terms not materially less favorable to the Borrower and its Subsidiaries than such transaction as in effect on the Effective Date;

(b)for the avoidance of doubt, transactions with Persons that cease to be Affiliates upon the consummation of the Spin;

(c)transactions between or among the Borrower and/or its Subsidiaries;

(d)employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with their respective officers and employees;

(e)dividends and distributions permitted by Section 6.05 and any issuance or sale by the Borrower of its Equity Interests;

(f)transactions with any Person that is an Affiliate solely because the Borrower or any Subsidiary or Subsidiaries owns Equity Interests in, or Controls, such Person; and

(g)transactions with any Person that is an Affiliate because one or more of its directors is also a director of the Borrower or any Subsidiary, so long as such director abstains from voting as a director of the Borrower or such Subsidiary, as the case may be, on any matter involving such other Person.

ARTICLE VII

EVENTS OF DEFAULT

If any of the following events (“Events of Default”) shall occur:

(a)the Borrower shall fail to pay when due any reimbursement obligation in respect of any Disbursement made in accordance with the terms of the Agreement and such

49

failure shall not be cured within three Business Days after such reimbursement obligation becomes due and payable under Section 2.01(d);

(b)the Borrower shall fail to pay (i) any interest on any Issuance payable under Section 2.01(g) or (ii) any fee payable under Section 2.05, and such failure shall not be cured within ten days after receipt by the Borrower of notice of such failure from the Administrative Agent;

(c)if a default shall occur in respect of any other Indebtedness of the Borrower in an aggregate principal amount of $250,000,000 or more and such default shall continue after the applicable grace period, if any, specified in such agreement or instrument, and the effect of such event or condition is to cause, or permit the holder or holders of such Indebtedness to cause, the acceleration of such Indebtedness;

(d)bankruptcy, reorganization, insolvency, receivership, or similar proceedings are instituted by or against the Borrower, and, if instituted against the Borrower, are not vacated within 60 days;

(e)the Borrower makes a general assignment for the benefit of creditors;

(f)the Borrower is unable to pay its debts generally as they become due and admits expressly such inability in writing;

(g)any representation or warranty made in writing or deemed made by or on behalf of the Borrower in or in connection with any Credit Document, or in any report, certificate, financial statement or other document furnished in connection with this Agreement, shall prove to have been incorrect in any material respect when made or deemed made;

(h)the Borrower shall fail to observe or perform Section 5.03(a) or Article VI;

(i)the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in Sections 7(a), 7(b) or 7(h)), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Administrative Agent or the Required Banks to the Borrower;

(j)one or more final judgments for the payment of money in an aggregate amount in excess of $250,000,000 (to the extent not covered by insurance as to which an insurance company has not denied coverage or by an indemnification agreement, with another creditworthy (as reasonably determined by the Borrower) indemnitor, as to which the indemnifying party has not denied liability) shall be rendered against the Borrower and the same shall remain undischarged for a period of 60 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 the Borrower to enforce any such judgment; or

(k)a Change of Control shall occur,

50

then, and in every such event (other than an event with respect to the Borrower described in Section 7(d) or 7(e)), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Exposure Banks and the Required Commitment Banks, as separate classes, shall, by notice to the Borrower, take either or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) make a demand for deposit of cash collateral pursuant to Section 2.01(h), and (iii) declare the Disbursements then outstanding to be due and payable in whole (or in part, in which case any amount not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the Disbursements so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, 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; and in case of any event with respect to the Borrower described in Section 7(d) or 7(e), the Commitments shall automatically terminate and the reimbursement obligations in respect of all Disbursement then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable and a deposit of cash collateral in accordance with Section 2.01(h) shall be automatically required, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

Section 8.01Authorization and Action. (a) Each Issuing Bank 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 Credit Documents 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 Credit Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Issuing Bank hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Credit 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 Credit Documents.

(b)As to any matters not expressly provided for herein and in the other Credit 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 Banks (or such other number or percentage of the Issuing Banks as shall be necessary, pursuant to the terms in the Credit Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Issuing Bank; provided, however, that the Administrative Agent shall not be required to take any action that (1) 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 Issuing Banks with

51

respect to such action or (2) is contrary to this Agreement or any other Credit 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 Bank 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 Banks 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 Credit 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.

(c)In performing its functions and duties hereunder and under the other Credit Documents, the Administrative Agent is acting solely on behalf of 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. The motivations of the Administrative Agent are commercial in nature and not to invest in the general performance or operations of the Borrower. 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 Issuing Bank other than as expressly set forth herein and in the other Credit 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 Credit 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 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) nothing in this Agreement or any Credit Document shall require the Administrative Agent to account to any Issuing Bank for any sum or the profit element of any sum received by the Administrative Agent for its own account;

(d)The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Credit 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

52

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)None of the Lead Arrangers shall have obligations or duties whatsoever in such capacity under this Agreement or any other Credit 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 the Borrower under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether any reimbursement obligations in respect of Disbursements 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 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 Issuing Banks and the Administrative Agent (including any claim under Sections 2.05, 2.06, 2.07 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 Issuing Bank 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 Issuing Banks, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Credit 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 Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Issuing Bank in any such proceeding.

(g)The provisions of this Article are solely for the benefit of the Administrative Agent 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.

53

Section 8.02Administrative Agent’s Reliance, Limitation of Liability, Etc. (a) Neither the Administrative Agent nor any of its Related Parties shall be (1) 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 Credit Documents (x) with the consent of or at the request of the Required Banks (or such other number or percentage of the Issuing Banks as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Credit Documents) or (y) 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 (2) responsible in any manner to any of the Issuing Banks for any recitals, statements, representations or warranties made by the Borrower or any officer thereof contained in this Agreement or any other Credit 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 Credit Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Credit Document (including, for the avoidance of doubt, in connection with the Administrative Agent’s reliance on any Electronic Signature transmitted by emailed pdf. or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of the Borrower to perform its obligations hereunder or thereunder.

(b)The Administrative Agent shall be deemed not to have knowledge of any 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 or an Issuing Bank. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Credit Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Credit Document or the occurrence of any Default or Event of Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Credit Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Credit 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. 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 the Borrower, any Subsidiary or any Issuing Bank as a result of, any determination of the Exposure, any of the component amounts thereof or any portion thereof attributable to each Issuing Bank, or any Exchange Rate or USD Equivalent.

(c)Without limiting the foregoing, the Administrative Agent (1) may rely on the Register to the extent set forth in Section 9.04(b), (2) 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, (3) makes no warranty or

54

representation to any Issuing Bank and shall not be responsible to any Issuing Bank for any statements, warranties or representations made by or on behalf of the Borrower in connection with this Agreement or any other Credit Document, (4) in determining compliance with any condition hereunder to the making of an Issuance that by its terms must be fulfilled to the satisfaction of an Issuing Bank, may presume that such condition is satisfactory to such Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Issuing Bank sufficiently in advance of the making of such Issuance and (5) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Credit 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 Credit Documents for being the maker thereof).

Section 8.03Posting of Communications. (a) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to 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 Issuing Banks 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 Issuing Bank that are added to the Approved Electronic Platform, and that there may be confidentiality and other risks associated with such distribution. Each of the Issuing Banks 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

55

APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY LEAD ARRANGER OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “APPLICABLE PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, 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 THE BORROWER’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 the Borrower pursuant to any Credit Document or the transactions contemplated therein which is distributed by the Administrative Agent or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.

(d)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 Issuing Bank for purposes of the Credit Documents. Each Issuing Bank agrees (1) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (2) that the foregoing notice may be sent to such email address.

(e)Each of the Issuing Banks 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 or any Issuing Bank to give any notice or other communication pursuant to any Credit Document in any other manner specified in such Credit Document.

Section 8.04The Administrative Agent Individually. With respect to its Commitment, Issuances, Letters of Credit or Bank Guarantees, 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 Issuing Bank. The terms “Issuing Banks” and “Required Banks” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as an Issuing Bank or as one of the Required Banks, 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 Issuing Banks.

56

Section 8.05Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Issuing Banks and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Banks shall have the right, (with, so long as no Event of Default exists, the consent of the Borrower) to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of 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 Credit Documents. 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. 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 Credit Documents.

(b)Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 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 Issuing Banks and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Credit Documents; and continue to be entitled to the rights set forth in such Credit Document, until such time as a successor Administrative Agent is appointed and accepts such appointment in accordance with this Section, and (2) the Required Banks shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, (i) all payments required to be made hereunder or under any other Credit Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (ii) 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 Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Credit 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.

57

Section 8.06Acknowledgements of Issuing Banks. (a) Each Issuing Bank acknowledges that (1) the Credit Documents set forth the terms of a commercial lending facility, (2) in participating as an Issuing Bank, it is engaged in making, acquiring, holding and in providing the facilities set forth herein as may be applicable to such Issuing Bank, in each case in the ordinary course of business, and not for the purpose of investing in the general performance or operations of the Borrower, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as a security (and each Issuing Bank agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state securities law), (3) it has, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other 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 an Issuing Bank, and to make, acquire or hold Issuances hereunder and (4) it is sophisticated with respect to decisions to make, acquire, hold and/or provide the facilities set forth herein, as may be applicable to such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire, hold and/or provide such facilities, is experienced in making, acquiring, holding or providing such facilities. Each Issuing Bank also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Lead Arranger or any other 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 Credit Document or any related agreement or any document furnished hereunder or thereunder.

(b)Each Issuing Bank, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Acceptance or any other Credit Document pursuant to which it shall become an Issuing Bank hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Issuing Banks on the Effective Date.

Section 8.07Certain ERISA Matters. (a) Each Issuing Bank (x) represents and warrants, as of the date such Person became a party hereto, to, and (y) covenants, from the date such Person became a party hereto to the date such Person ceases being a party hereto, for the benefit of, the Administrative Agent, and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i)such Issuing Bank is not using “plan assets” (within the meaning of the Plan Asset Regulations) of one or more Benefit Plans in connection with the Issuances 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

58

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 Issuing Bank’s entrance into, participation in, administration of and performance of the Issuances, the Commitments and this Agreement,

(iii)(A) such Issuing Bank 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 Issuing Bank to enter into, participate in, administer and perform the Issuances, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Issuances, 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 Issuing Bank, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Issuing Bank’s entrance into, participation in, administration of and performance of the Issuances, 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 Issuing Bank.

(b)In addition, unless sub-clause (i) in the immediately preceding clause (a) is true with respect to an Issuing Bank or such Issuing Bank has provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Issuing Bank further (x) represents and warrants, as of the date such Person became a party hereto, to, and (y) covenants, from the date such Person became a party hereto to the date such Person ceases being a party hereto, for the benefit of, the Administrative Agent, and each Lead Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower, that none of the Administrative Agent, or any Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Issuing Bank (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents related to hereto or thereto).

(c)The Administrative Agent and each Lead Arranger, hereby informs the Issuing Banks 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 (1) may receive interest or other payments with respect to the Issuances, the Commitments, this Agreement and any other Credit Documents (2) may recognize a gain if it extended the Issuances or the Commitments for an amount less than the amount being paid for an interest in the Issuances or the Commitments by such Issuing Bank or (3) may receive fees or other payments in connection with the transactions contemplated hereby, the Credit Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility 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

59

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.

ARTICLE IX

MISCELLANEOUS

Section 9.01Notices. Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications provided for herein shall be in writing (including by electronic transmission) and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by email with PDF attachment (unless any party has previously notified the other parties hereto that it does not wish to receive notices by email), as follows:

(a)if to the Borrower, to it at Global Head of Trade Finance, 901 Main Avenue, The Towers, Norwalk, CT, 06851, Attention of Lynda McGoey; email: GEVernova.treasury@ge.com;

(b)if to the Administrative Agent: HSBC Bank USA, National Association, 66 Hudson Blvd East, NY, NY 10001, Attention: olesya.bentin@us.hsbc.com, diana.morales@us.hsbc.com;

(c)if to any Issuing Bank, to it at its address (or email) set forth in its Administrative Questionnaire.

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 delivered through Approved Electronic Platforms, to the extent provided in paragraph (d) below, shall be effective as provided in said paragraph (d).

(d)Notices and other communications to the Borrower, the Administrative Agent and the Issuing Banks hereunder may be delivered or furnished by using Approved Electronic Platforms, in each case, 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 Issuing Bank. 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.

(e)Unless the Administrative Agent otherwise prescribes, (1) 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 (2) 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

60

foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (1) and (2) 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.

(f)Any party hereto may change its address for notices and other communications hereunder by notice to the other parties hereto.

Section 9.02Waivers; Amendments.

(a)No failure or delay by the Administrative Agent or any Issuing Bank 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 and any Issuing Bank 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 paragraph (b) of this Section, 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 an Issuance or issuance of a Letter of Credit or Bank Guarantee shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b)Subject to 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 each of the Required Exposure Banks and the Required Commitment Banks or by the Borrower and the Administrative Agent with the consent of each of the Required Exposure Banks and the Required Commitment Banks; provided that, no such agreement shall (i) increase the Commitment or change any applicable currency of any Commitment of any Issuing Bank without the written consent of such Issuing Bank, (ii) change the amount of any Issuance or Disbursement or change the rate of interest thereon, or any fees payable hereunder, without the written consent of each Issuing Bank affected thereby, (iii) postpone the scheduled date of payment of the amount of any Issuance or 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 Issuing Bank affected thereby, (iv) change any of the provisions of this Section 9.02, Section 2.08(b), the definition of “Required Exposure Banks”, “Required Commitment Banks”, “Required Banks”, “Pro Rata Percentage” or any other provision hereof relating to “pro rata sharing” provisions, any payment “waterfall”, or specifying the number or percentage of Issuing Banks required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Issuing Bank and (v) change any of the provisions of Section 2.01(b)(v) relating to Excess Exposure, without the written consent of each Issuing Bank directly affected thereby; provided, further, that

61

no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent hereunder without the prior written consent of the Administrative Agent; provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of any Issuing Bank as they relate to the Issuance of a Letter of Credit or Bank Guarantee hereunder without the prior written consent of such Issuing Bank.

(c)If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, such amendment shall become effective without any further action or consent of any other party to this Agreement if the same is not objected to in writing by the Required Banks within five Business Days of receipt of notice thereof.

Section 9.03Expenses; Indemnity; Limitation on Liability. (a) The Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by the Lead Arrangers, the Administrative Agent and their respective Affiliates, including the reasonable fees, charges and disbursements of a single counsel for the Lead Arrangers and the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation and administration of this Agreement and any amendments, modifications or waivers of the provisions hereof and (ii) all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or any Issuing Bank including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent or any Issuing Bank, in connection with the enforcement or protection of its rights in connection with this Agreement.

(b)The Borrower shall indemnify the Lead Arrangers, the Administrative Agent, each Issuing Bank, 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 reasonable and documented out-of-pocket fees, charges and disbursements of counsel (in the case of legal fees, subject to the penultimate sentence of this paragraph), 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 Credit Document, or any agreement or instrument contemplated hereby or thereby or the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of any transactions contemplated hereby, (ii) any Issuance (including such Issuance transmitted by the ALOC Platform) or the use of the proceeds of the Facility including to honor a demand for payment under a Letter of Credit or Bank Guarantee if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit or Bank Guarantee or (iii) any actual or prospective Proceeding relating to any of the foregoing, regardless of whether any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party, the Borrower, or their respective Affiliates or any of its or their equityholders, securityholders or creditors, or any other Person and whether based on contract, tort or any other theory; provided that, such indemnity shall not, as to any Indemnitee, be available to the extent that such Liabilities or related expenses have resulted from (x) the gross negligence or willful misconduct of such Indemnitee or any of its Related Parties, in each case,

62

as determined by a final, non-appealable judgment of a court of competent jurisdiction, (y) a material breach of the obligations of any Indemnitee or any of its Related Parties hereunder, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) a Proceeding between or among Indemnitees that does not involve any act or omission by the Borrower or its Affiliates, other than against a Lead Arranger, the Administrative Agent or another agent in their capacity as such. It is understood and agreed that, to the extent not precluded by a conflict of interest, each Indemnitee shall endeavor to work cooperatively with the Borrower with a view toward minimizing the legal and other expenses associated with any defense and any potential settlement or judgment. To the extent reasonably practicable and not disadvantageous to any Indemnitee (as determined in such Indemnitee’s reasonable discretion), it is anticipated that a single counsel selected by the Borrower may be used. Settlement of any claim or litigation involving any material indemnified amount will require the approvals of the Borrower (not to be unreasonably withheld or delayed) and the relevant Indemnitee (not to be unreasonably withheld or delayed). This Section 9.03(b) shall not apply with respect to Taxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c)To the extent permitted by Applicable Law (1) the Borrower shall not assert, and the Borrower hereby waives, any claim against the Administrative Agent, any Lead Arranger, any Issuing Bank, and any Related Party of any of the foregoing Persons (each such Person being called a “Bank-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, any Approved Electronic Platform), and (2) 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 Credit Document, or any agreement or instrument contemplated hereby or thereby, the Transactions, any Issuance or the use of the proceeds thereof; provided that, nothing in this clause(c) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee, as provided in clause (b) above, against any special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party; provided, further, that this clause (c) shall not limit the Borrower’s obligations under clause (b) above.

(d)Each Issuing Bank 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 other 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 Pro Rata 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 Issuances shall have been paid in full, ratably in accordance with such Pro Rata 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 Issuances) be imposed on, incurred by or asserted against such Agent-Related Person in

63

any way relating to or arising out of the Commitments, this Agreement, any of the other Credit 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 Issuing Bank 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. 

(e)This Section 9.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the payment in full of the Obligations, the expiration or termination of the Letters of Credit or Bank Guarantees and the Commitments or the termination of this Agreement or any provision hereof. All amounts due under this Section 9.03 shall be payable promptly after written demand therefor.

Section 9.04Successors 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 any Issuing Bank that issues any Letter of Credit or Bank Guarantee in accordance with the definition of “Issuing Bank” herein), 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 Issuing Bank (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Issuing Bank may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. 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 any Issuing Bank that issues any Letter of Credit or Bank Guarantee in accordance with the definition of “Issuing Bank” herein), Participants (to the extent provided in paragraph (c) of this Section), the Lead Arrangers, the Administrative Agent and, to the extent expressly contemplated hereby, the Related Parties of each of the Lead Arrangers, the Administrative Agent and each Issuing Bank) any legal or equitable right, remedy or claim under or by reason of this Agreement. If at any time under this Agreement an Issuing Bank is required by the Borrower to assign or otherwise transfer its rights or obligations hereunder, and such Issuing Bank has any outstanding Letters of Credit and Bank Guarantees, after the assignment or transfer by an Issuing Bank of rights or obligations under this Agreement, the assigning Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement solely with respect to such Letters of Credit or Bank Guarantees issued by it prior to such assignment or transfer so long as such Letters of Credit or Bank Guarantees shall remain outstanding as Issuances hereunder and have not been assigned to the assignee Issuing Bank or any other Issuing Bank hereunder (it being agreed that such Issuing Bank shall cooperate to facilitate any such assignment as requested by the Borrower).

64

(b)(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Issuing Bank 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 and its rights with respect Issuances made by it); with the prior consent (such consents not to be unreasonably withheld, conditioned or delayed) of:

(1)the Borrower; provided that, no consent of the Borrower shall be required for an assignment to an Issuing Bank, an Affiliate of an Issuing Bank or, if an Event of Default has occurred and is continuing arising under Sections 7(a), (b), (d), or (e), any other assignee; and

(2)the Administrative Agent; provided that no consent of the Administrative Agent shall be required for an assignment of any Commitment to an assignee that is an Issuing Bank (other than a Defaulting Bank) with a Commitment immediately prior to giving effect to such assignment.

(ii)Assignments shall be subject to the following additional conditions:

(1)except in the case of an assignment to an Issuing Bank or an Affiliate of an Issuing Bank or an assignment of the entire remaining amount of the assigning Issuing Bank’s Commitment or Issuances, the amount of the Commitment or Issuances of the assigning Issuing Bank subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consents;

(2)each partial assignment of an Issuing Bank’s rights and obligations under a Facility shall be made as an assignment of a proportionate part of all the assigning Issuing Bank’s rights and obligations under this Agreement; provided that any Issuing Bank may elect to not assign its rights under this Agreement with respect to outstanding Issuances that have been issued by such Issuing Bank notwithstanding that the amount of such issuances exceeds its remaining Commitment after giving effect to such assignment, in which case such Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement solely with respect to such Letters of Credit or Bank Guarantees issued by it prior to such assignment or transfer (but shall not be required to issue additional Letters of Credit or Bank Guarantees or to extend, reinstate, or otherwise amend any then existing Letter of Credit or Bank Guarantee to the extent of the assignment of such Issuing Bank’s Commitment in accordance therewith) so long as such Letters of Credit or Bank Guarantees shall remain outstanding as Issuances hereunder and have not been assigned to the assignee Issuing Bank or any other Issuing Bank hereunder (it being agreed that such Issuing Bank shall cooperate to facilitate any such assignment as requested by the Borrower);

(3)the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Acceptance or (y) to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved

65

Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Acceptance are participants, together with a processing and recordation fee of $3,500 payable by the assignor or the assignee;

(4)the assignee, if it shall not be an Issuing Bank, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its 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; provided, that any consent of the Borrower otherwise required under this Section 9.04(b)(ii) shall not be required if an Event of Default under Section 7(a), Section 7(b), Section 7(d), or Section 7(e) has occurred and is continuing.

(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 Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of an Issuing Bank under this Agreement, and the assigning Issuing Bank thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Issuing Bank’s rights and obligations under this Agreement, such Issuing Bank shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.06, 2.07, and 9.03). Any assignment or transfer by an Issuing Bank of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Issuing Bank of a participation in such rights and obligations in accordance with Section 9.04(c).

(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 Acceptance delivered to it and a register for the recordation of the names and addresses of the Issuing Banks, and the Commitments of, and amount (and stated interest) of the Issuances and Disbursements relating to, each Issuing Bank 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 and the Issuing Banks shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as an Issuing Bank hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Issuing Bank at any reasonable time and from time to time upon reasonable prior notice.

(v)Upon its receipt of (x) a duly completed Assignment and Acceptance executed by an assigning Issuing Bank and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Acceptance are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be an Issuing Bank hereunder), the processing and recordation fee referred to in Section 9.04(b) and any written consent to such assignment required by Section 9.04(b), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register; provided that, if either the assigning Issuing Bank or the assignee shall have failed to make any payment required to be made by it pursuant to Sections

66

2.08(d) or 9.03(d), the Administrative Agent shall have no obligation to accept such Assignment and Acceptance 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.

(c)Any Issuing Bank may, without the consent of the Borrower, the Administrative Agent or any Issuing Bank, sell participations to one or more banks or other entities (each, a “Participant”), other than an Ineligible Institution, in all or a portion of such Issuing Bank’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and the Issuances); provided that, (i) such Issuing Bank’s obligations under this Agreement shall remain unchanged, (ii) such Issuing Bank shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Issuing Banks shall continue to deal solely and directly with such Issuing Bank in connection with such Issuing Bank’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which an Issuing Bank sells such a participation shall provide that such Issuing Bank 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 Issuing Bank 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 Sections 2.06 and 2.07 (subject to the requirements and limitations therein, including the requirements under Section 2.07(e) and (f) (it being understood that the documentation required under Section 2.07(e) and (f) shall be delivered to the participating Issuing Bank)) to the same extent and subject to the same conditions as if it were an Issuing Bank and had acquired its interest by assignment pursuant to Section 9.04(b) at the time of the participation; provided that, such Participant (A) agrees to be subject to the provisions of Section 2.09 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.06 or 2.07, with respect to any participation, than its participating Issuing Bank would have been entitled to receive unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant shall not be entitled to the benefits of Section 2.07 unless the Borrower is notified of the participation sold to such Participant and such Participant complies with Section 2.07 as though it were an Issuing Bank. Each Issuing Bank 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 2.09(b) with respect to any Participant. Each Issuing Bank that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain a register on which it enters the name and address of each Participant and the amounts (and stated interest) of each Participant’s interest in the Issuances or other obligations under this Agreement (the “Participant Register”); provided that, except as set forth in the penultimate sentence of this Section 9.04(c), no Issuing Bank 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 Issuances or its other obligations hereunder) to any Person except to the extent that such disclosure is necessary to establish that such Issuance 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

67

conclusive absent manifest error, and such Issuing Bank, the Borrower and the Administrative Agent shall treat such person whose name is recorded in the Participant Register pursuant to the terms hereof as the owner of such participation for all purposes of this Agreement, notwithstanding any notice to the contrary. In consideration of this Section 9.04(c), the Participant Register shall be available for inspection by the Borrower upon reasonable request and prior notice, provided that, the Borrower in good faith determines it is necessary or appropriate to access the Participant Register in order to establish that the Issuances and other obligations are in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. 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 Issuing Bank 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 Issuing Bank, 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 an Issuing Bank from any of its obligations hereunder or substitute any such pledgee or assignee for such Issuing Bank as a party hereto.

Section 9.05Counterparts; Integration; Effectiveness.

(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 and the other Credit Documents 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.

(b)Delivery of an executed counterpart of a signature page of (x) this Agreement, (y) any other Credit Document and/or (z) 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 Credit Document and/or the transactions contemplated hereby and/or thereby (each an “Ancillary Document”) that is an Electronic Signature transmitted by 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 Credit 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 Credit 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 emailed pdf. or any other electronic means that reproduces an image of an actual executed

68

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, (1) to the extent the Administrative Agent has agreed to accept any Electronic Signature, the Administrative Agent and each of the Issuing Banks shall be entitled to rely on such Electronic Signature purportedly given by or on behalf of the Borrower without further verification thereof and without any obligation to review the appearance or form of any such Electronic signature and (2) upon the request of the Administrative Agent or any Issuing Bank, any Electronic Signature shall be promptly followed by a manually executed counterpart. Without limiting the generality of the foregoing, the Borrower hereby (i) 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 Issuing Banks and the Borrower, Electronic Signatures transmitted by 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 Credit Document and/or any Ancillary Document shall have the same legal effect, validity and enforceability as any paper original, (ii) the Administrative Agent and each of the Issuing Banks may, at its option, create one or more copies of this Agreement, any other Credit 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), (iii) waives any argument, defense or right to contest the legal effect, validity or enforceability of this Agreement, any other Credit Document and/or any Ancillary Document based solely on the lack of paper original copies of this Agreement, such other Credit Document and/or such Ancillary Document, respectively, including with respect to any signature pages thereto and (iv) waives any claim against any Bank-Related Person for any Liabilities arising solely from the Administrative Agent’s and/or any Issuing Bank’s reliance on or use of Electronic Signatures and/or transmissions by 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 the Borrower and/or the Borrower to use any available security measures in connection with the execution, delivery or transmission of any Electronic Signature.

Section 9.06Governing Law; Jurisdiction; Consent to Service of Process.

(a)This Agreement and the other Credit Documents shall be construed in accordance with and governed by the law of the State of New York.

(b)Each of the Issuing Banks and the Administrative Agent hereby irrevocably and unconditionally agree that, notwithstanding the governing law provisions or Applicable Requirements of any applicable Credit Document, any claims brought against the Administrative Agent by any Issuing Bank relating to this Agreement, any other Credit Document 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.

69

(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 (whether based on contract, tort or any other theory and whether at law or in equity) arising out of or relating to this Agreement or any other Credit 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 Credit Document shall (i) affect any right that the Administrative Agent or any Issuing Bank may otherwise have to bring any action or proceeding relating to this Agreement against the Borrower or its properties in the courts of any jurisdiction, (ii) waive any statutory, regulatory, common law, or other rule, doctrine, legal restriction, provision or the like providing for the treatment of bank branches, bank agencies, or other bank offices as if they were separate juridical entities for certain purposes, including Uniform Commercial Code Sections 4-106, 4-A-105(1)(b), and 5-116(b), UCP 600 Article 3 and ISP98 Rule 2.02, and URDG 758 Article 3(a), or (iii) affect which courts have or do not have personal jurisdiction over the issuing bank or beneficiary of any Letter of Credit or Bank Guarantee or any advising bank, nominated bank or assignee of proceeds thereunder or proper venue with respect to any litigation arising out of or relating to such Letter of Credit or Bank Guarantee with, or affecting the rights of, any Person not a party to this Agreement, whether or not such Letter of Credit or Bank Guarantee contains its own jurisdiction submission clause.

(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 Credit Document in any court referred to in paragraph (c) of this Section. 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.

(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 9.07Headings. 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.

70

Section 9.08Confidentiality. Each of the Administrative Agent and each of the Issuing Banks (including any Affiliate of any Issuing Bank that issues any Letter of Credit or Bank Guarantee in accordance with the definition of “Issuing Bank” herein) 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 agency or authority, banking, taxation or regulatory authority, any self-regulatory authority or any credit insurance provider, (c) to the extent required by Applicable Laws or regulations (including of any self-regulatory authority) or by any subpoena or similar legal process by any court of competent jurisdiction, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, 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, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations hereunder, (g) with the consent of the Borrower, (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, or any Issuing Bank on a nonconfidential basis from a source other than the Borrower or (i) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Facility or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Facility. For the purposes of this Section, “Information” means all information received from the Borrower or its Affiliates or furnished on their behalf relating to the Borrower, its Affiliates or its or their businesses, other than any such information that is available to the Administrative Agent or any Issuing Bank on a nonconfidential basis prior to disclosure by the Borrower or its Affiliate 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 and service providers to the Administrative Agent or any Issuing Bank in connection with the administration of this Agreement, the other Credit Documents, and the Commitments. Any Person required to maintain the confidentiality of Information as provided in this Section 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.

Section 9.09WAIVER 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 AND WHETHER AT LAW OR IN EQUITY). 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

71

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 9.10Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Credit 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 Issuing Bank hereunder or under the other Credit 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 Issuing Bank, as the case may be, of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent or such Issuing Bank, 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 Issuing Bank from the Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or such Issuing Bank, 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 Issuing Bank in such Currency, the Administrative Agent or such Issuing Bank, as the case may be, agrees to return the amount of any excess to the applicable Borrower (or to any other Person who may be entitled thereto under Applicable Law).

Section 9.11USA PATRIOT Act. Each Issuing Bank subject to the PATRIOT Act hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Issuing Bank to identify the Borrower in accordance with the Act and the Beneficial Ownership Regulation. The Borrower shall promptly provide such information upon request by any Issuing Bank.

Section 9.12No Fiduciary Duty.

(a)The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Recipient will have any obligations except those obligations expressly set forth herein and in the other Credit Documents and each Recipient is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Credit Documents and the transactions contemplated herein and therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Recipient based on an alleged breach of fiduciary

72

duty by such Recipient in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Recipient is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. 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 Credit Documents, and the Recipients shall have no responsibility or liability to the Borrower with respect thereto.

(b)The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Recipient, together with its Affiliates, in addition to providing or participating in commercial lending facilities such as that provided hereunder, 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 Recipient 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, the Borrower and other companies with which the Borrower may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Recipient 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, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Recipient and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower may have conflicting interests regarding the transactions described herein and otherwise. No Recipient will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Credit Documents or its other relationships with the Borrower in connection with the performance by such Recipient of services for other companies, and no Recipient will furnish any such information to other companies. The Borrower also acknowledges that no Recipient has any obligation to use in connection with the transactions contemplated by the Credit Documents, or to furnish to the Borrower, confidential information obtained from other companies.

Section 9.13Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement 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 this Agreement 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 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:

73

(1)a reduction in full or in part or cancellation of any such liability;

(2)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

(3)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 9.14Erroneous Payments.

(a)If the Administrative Agent (x) notifies an Issuing Bank, or any Person who has received funds on behalf of an Issuing Bank (any such Issuing Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of reimbursement obligations, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 9.14 and held in trust for the benefit of the Administrative Agent, and such Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b)Without limiting immediately preceding clause (a), each Issuing Bank or any Person who has received funds on behalf of an Issuing Bank (and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of reimbursement obligations, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a

74

different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Issuing Bank or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(1)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(2)such Issuing Bank shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 9.14(b).

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

(c)Each Issuing Bank hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Issuing Bank under any Credit Document, or otherwise payable or distributable by the Administrative Agent to such Issuing Bank under any Credit Document with respect to any payment of reimbursement obligations, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(d)In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Issuing Bank that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Issuing Bank at any time, then effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Issuing Bank shall be deemed to have assigned its Issuances (but not its Commitments) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Issuances (but not Commitments), the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such amount calculated at par plus any accrued and unpaid interest (with the assignment fee to be

75

waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Acceptance (or, to the extent applicable, an agreement incorporating an Assignment and Acceptance by reference pursuant to an electronic platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, (B) the Administrative Agent as the assignee Issuing Bank shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Issuing Bank shall become an Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Issuing Bank shall cease to be an Issuing Bank, as applicable, hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Issuing Bank, (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Issuances subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Issuing Bank and such Commitments shall remain available in accordance with the terms of this Agreement.

(i)Subject to Section 9.04 (but excluding, in all events, any assignment consent or approval requirements (other than any consent of the Borrower required under Section 9.04(b))), the Administrative Agent may, in its discretion, sell any Issuances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Issuing Bank shall be reduced by the net proceeds of the sale of such Issuance (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Issuing Bank (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Issuing Bank (x) shall be reduced by the proceeds of prepayments or repayments of reimbursement obligations and interest, or other distribution in respect of reimbursement obligations and interest, received by the Administrative Agent on or with respect to any such Issuances acquired from such Issuing Bank pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Issuances are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent, be reduced by any amount specified by the Administrative Agent in writing to the applicable Issuing Bank from time to time.

(e)The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of an Issuing Bank, to the rights and interests of such Issuing Bank, as the case may be) under the Credit Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) (provided, that the Obligations of the Borrower under the Credit Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Issuances that have been assigned to the Administrative Agent

76

under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower; provided that, this Section 9.14 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 relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment 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 is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent from the Borrower for the purpose of making such Erroneous Payment on the Obligations.

(f)To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, 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 Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

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

Section 9.15Severability. 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 9.16Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the other Credit Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Credit 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 Issuances, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Issuing Bank 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 reimbursement of or any accrued interest on any Issuance or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections2.09, 2.10, 2.13 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 Issuances, the expiration or termination of the Commitments or the termination of this Agreement or any provision hereof.

77

Section 9.17Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Issuance, together with all fees, charges and other amounts which are treated as interest on such Issuance 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 Issuing Bank holding such Issuance in accordance with Applicable Law, the rate of interest payable in respect of such Issuance 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 Issuance but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Issuing Bank in respect of other Issuances or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Issuing Bank.

Section 9.18Subsidiary Guarantors.

(a)At any time, from time to time, the Borrower may cause any one or more of its Subsidiaries to guarantee the Obligations hereunder by causing such Subsidiary (each such Subsidiary, a “Subsidiary Guarantor”) to (a) execute and deliver to the Administrative Agent a counterpart of a guaranty in form and substance reasonably acceptable to the Borrower and the Administrative Agent and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.01(a)(3), clauses (y) and (z) of Section 4.01(a)(6) and favorable opinions of counsel to such Subsidiary, in each case, in form, content and scope reasonably satisfactory to the Administrative Agent.

(b)Each Subsidiary Guarantor shall be automatically released from its guarantee obligations upon the earliest of (x) such Subsidiary ceasing to be a Subsidiary of the Borrower as a result of a transaction permitted hereunder, (y) upon the payment in full of all Obligations hereunder (other than (i) contingent indemnification obligations for which no claim has been made and (ii) Obligations in respect of Letters of Credit or Bank Guarantees that have been cash collateralized pursuant to Section 2.01(h) or pursuant to other terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent or backstopped or rolled into another facility on terms reasonably acceptable to the applicable Issuing Bank and the Administrative Agent) and the termination of all Commitments hereunder and (z) notification from the Borrower to the Administrative Agent that (1) the Borrower desires that such Subsidiary Guarantor be released from its guarantee obligations and (2) no Default or Event of Default has occurred and is continuing prior to such release or would result as a result of such release.

(c)The Issuing Banks irrevocably authorize the Administrative Agent to, at the sole expense of the Borrower, execute and deliver (1) any guarantee contemplated by clause (a) above and (2) any documentation reasonably requested by the Borrower or any Subsidiary Guarantor to evidence any release in accordance with clause (b) above.

78

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

BORROWER
GE VERNOVA LLC
By:	/s/ Robert M. Giglietti
Name:	Robert M. Giglietti
Title:	President & Treasurer

1

HSBC Bank USA, National Association, as
Administrative Agent
By:	/s/ Asma Alghofailey
Name:	Asma Alghofailey
Title:	Vice President

[Signature Page to GE Vernova Trade Facility]

The Hongkong And Shanghai Banking Corporation Limited, Singapore Branch, as an
Issuing Bank
By:	/s/ Lim Jit Min
Name:	Lim Jit Min
Title:	Managing Director, Head of Large Local Corporates

[Signature Page to GE Vernova Trade Facility]

BNP PARIBAS, as an Issuing Bank
By:	BNP PARIBAS, as an Issuing Bank
Name:	Christopher Sked
Title:	Managing Director
By:	/s/ Rick Pace
Name:	Rick Pace
Title:	Managing Director

[Signature Page to GE Vernova Trade Facility]

Commerzbank AG, New York Branch, as an Issuing Bank
By:	/s/ Robert Sullivan
Name:	Robert Sullivan
Title:	Vice President
By:	/s/ Jeff Sullivan
Name:	Jeff Sullivan
Title:	Vice President

[Signature Page to GE Vernova Trade Facility]

CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as an Issuing Bank
By:	/s/ Thibault Berger
Name:	Thibault Berger
Title:	Managing Director
By:	/s/ Abdellah Agouzoul
Name:	Abdellah Agouzoul
Title:	Director

[Signature Page to GE Vernova Trade Facility]

Société Générale, as an Issuing Bank
By:	/s/ Shelley Yu
Name:	Shelley Yu
Title:	Director

[Signature Page to GE Vernova Trade Facility]

STANDARD CHARTERED BANK, as an Issuing Bank
By:	/s/ Kristopher Tracy
Name:	Kristopher Tracy
Title:	Director, Financing Solutions

[Signature Page to GE Vernova Trade Facility]

Australia and New Zealand Banking Group Limited, as an Issuing Bank
By:	/s/ Robert Grillo
Name:	Robert Grillo
Title:	Executive Director

[Signature Page to GE Vernova Trade Facility]

BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as an Issuing Bank
By:	/s/ Cara Younger
Name:	Cara Younger
Title:	Managing Director
By:	/s/ Armen Semizian
Name:	Armen Semizian
Title:	Managing Director

[Signature Page to GE Vernova Trade Facility]

Banco Santander, S.A., New York Branch, as an Issuing Bank
By:	/s/ Andres Barbosa
Name:	Andres Barbosa
Title:	Managing Director
By:	/s/ Rita Walz-Cuccioli
Name:	Rita Walz-Cuccioli
Title:	Executive Director

[Signature Page to GE Vernova Trade Facility]

BANK OF AMERICA, N.A., as an Issuing Bank
By:	/s/ Mukesh Singh
Name:	Mukesh Singh
Title:	Managing Director

[Signature Page to GE Vernova Trade Facility]

China Construction Bank Corporation, New York Branch, as an Issuing Bank
By:	/s/ Suosheng Li
Name:	Suosheng Li
Title:	General Manager

[Signature Page to GE Vernova Trade Facility]

Deutsche Bank AG, New York Branch, as an Issuing Bank
By:	/s/ Gaurav Mathur
Name:	Gaurav Mathur
Title:	Managing Director
By:	/s/ Anthony Reyna
Name:	Anthony Reyna
Title:	VP

[Signature Page to GE Vernova Trade Facility]

ING Bank N.V., as an Issuing Bank
By:	/s/ Oliver Petersen
Name:	Oliver Petersen
Title:	Managing Director
By:	/s/ Daisy Wagemaker
Name:	Daisy Wagemaker
Title:	Director

[Signature Page to GE Vernova Trade Facility]

Sumitomo Mitsui Banking Corporation, as an Issuing Bank
By:	/s/ Jun Ashley
Name:	Jun Ashley
Title:	Director

[Signature Page to GE Vernova Trade Facility]

UniCredit Bank GmbH, New York Branch, as an Issuing Bank
By:	/s/ Priya Trivedi
Name:	Priya Trivedi
Title:	Director
By:	/s/ Karan Dedhia
Name:	Karan Dedhia
Title:	Senior Associate

[Signature Page to GE Vernova Trade Facility]

BARCLAYS BANK PLC, as an Issuing Bank
By:	/s/ Sydney G. Dennis
Name:	Sydney G. Dennis
Title:	Director

[Signature Page to GE Vernova Trade Facility]

CITIBANK, N.A., as an Issuing Bank
By:	/s/ Daniel Boselli
Name:	Daniel Boselli
Title:	Vice President

[Signature Page to GE Vernova Trade Facility]

DBS BANK LTD., as an Issuing Bank
By:	/s/ Kate Khoo
Name:	Kate Khoo
Title:	Vice President

[Signature Page to GE Vernova Trade Facility]

Intesa Sanpaolo S.p.A., New York Branch, as an Issuing Bank
By:	/s/ Jordan Schweon
Name:	Jordan Schweon
Title:	Managing Director
By:	/s/ Jennifer Feldman Facciola
Name:	Jennifer Feldman Facciola
Title:	Business Director

[Signature Page to GE Vernova Trade Facility]

JPMORGAN CHASE BANK, N.A., as an Issuing Bank
By:	/s/ Will Price
Name:	Will Price
Title:	Executive Director

[Signature Page to GE Vernova Trade Facility]

Lloyds Bank plc, as an Issuing Bank
By:	/s/ Iain Brown
Name:	Iain Brown
Title:	Associate Director, Lending Execution

[Signature Page to GE Vernova Trade Facility]

MIZUHO BANK, LTD., as an Issuing Bank
By:	/s/ Edward Sacks
Name:	Edward Sacks
Title:	Authorized Signatory

[Signature Page to GE Vernova Trade Facility]

MUFG Bank, LTD., as an Issuing Bank
By:	/s/ Wolfgang Arbaczewski
Name:	Wolfgang Arbaczewski
Title:	Authorized Signatory

[Signature Page to GE Vernova Trade Facility]

The Toronto-Dominion Bank, New York Branch, as an Issuing Bank
By:	/s/ David Perlman
Name:	David Perlman
Title:	Authorized Signatory

[Signature Page to GE Vernova Trade Facility]

Westpac Banking Corporation, as an Issuing Bank
By:	/s/ Peter Carroll
Name:	Peter Carroll
Title:	Director, Westpac Institutional Bank

[Signature Page to GE Vernova Trade Facility]

Bayerische Landesbank, New York Branch, as an Issuing Bank
By:	/s/ Varbin Staykoff
Name:	/s/ Varbin Staykoff
Title:	Senior Director
By:	/s/ Gina Sandella
Name:	Gina Sandella
Title:	Vice President

[Signature Page to GE Vernova Trade Facility]

EX-10.16

Exhibit 10.16

Scott Strazik Chief Executive Officer GE Vernova

Jessica Uhl

[***]

January 15th, 2024

Dear Jessica,

We are pleased to offer you the position of President at GE Vernova (the “business,” within General Electric Company, the “company” and its affiliates) with a January 22, 2024 start date (your “start date”) reporting to Scott Strazik, Chief Executive Officer of GE Vernova. You will be based in your home office in [***], but travel to the GE Vernova headquarters office in Cambridge, MA, or another GE Vernova facility for an average of 15 days per month with reasonable flexibility. This offer is contingent upon approval by GE’s Management Development Committee (MDCC).

Salary:	$1,100,000 (US dollars) paid bi-weekly
Annual Executive Incentive Plan (“AEIP”):	You will be eligible for the Company’s Annual Executive Incentive Program or any successor or replacement program, with each year’s Annual Bonus having a target of 100% of your base salary (“AEIP Target”). Payments are made in the company’s and business’s discretion and are typically based on business performance and individual performance, in each case including risk management and compliance.
Long-Term Incentive Plan (“LTIP”):	The grant value of your 2024 annual equity award will be $3,750,000 (US dollars). LTIP awards are typically granted in March each year, with the award type and terms determined by the Management Development and Compensation Committee of the Board of Directors. Your award will be delivered 50% in Performance Stock Units and 50% in Restricted Stock Units (based on the 30-day average price prior to and including the grant date). All LTIP Awards will be governed by the terms and conditions consistent with awards made to other similarly situated officers of the Company.
Benefits:	You will also be eligible to participate in the company’s benefit plans, including: •Reimbursement of up to $3,100 (US dollars) annually for physical health examinations. •Reimbursement of up to $15,000 (US dollars) annually for financial planning services. •Participation in the company’s nonqualified 401(k) Restoration Plan. Under the Plan, the company credits 7% of eligible pay above the IRS covered pay limits for the 401(k) plan. These credits are delivered annually to your Restoration Plan account and notionally invested as you choose. These amounts generally vest after 3 years of service. All aspects of these and other benefits will be governed by the terms of the applicable plan or program.

Page 1 of 4

Scott Strazik Chief Executive Officer GE Vernova

Restrictive Covenants.

(A) Non-solicitation of employees

You will not either during your employment or for a period of 12 months after leaving the Company's employment unless approved in advance by the Company:

a. whether on your own account or on behalf of or in conjunction with any person (directly or indirectly) solicit or encourage any person who is an employee of the Company and with whom you had material dealings during the two years before leaving the Company's employment and who is Lead Professional Band or above to terminate his or her employment or accept any other employment outside the Company;

b. directly hire any such employee, or recommend or cause any such employee to be hired by an entity for which you work or with which you are otherwise associated or in which you own more than a 1% ownership interest; and/or

c. without prejudice to your obligations of confidentiality to the Company, provide any non-public information regarding any such employee, including but not limited to compensation data, performance evaluations, skill sets or qualifications to any person in connection with any engagement outside the Company, including but not limited to, recruiters and prospective clients/employers.

(B) Non-compete

You agree that you will not either during your employment or for a period of 12 months after the termination of your employment, be a principal, agent or employee of or provide services to any business which is carried on anywhere globally and which is competitive or is likely to be competitive with the business of the Company in which you were actively involved during the two years before leaving the Company’s employment and which is carried on at your leaving date.

If the Company exercises its right to suspend you from the performance of your duties during any period of garden leave immediately prior to the termination of your employment, the period of restriction specified in this clause shall be reduced by the period of any such garden leave.

(C) Non-solicitation of and non-dealing with customers and clients

You agree that you will not either during your employment or for a period of 12 months after leaving the Company's employment, whether on your own account or on behalf of or in conjunction with any other person, canvass or solicit business from or have business dealings with any person who has been a customer, contractor or client or a prospective customer, contractor or client of the Company or and with whom you were actively involved during the two years prior to your departure from the Company, for the purpose of providing products or services of a similar type to those of the Company in which you were actively involved during that two year period and which continue to be provided at the date on which your employment terminates.

For a period of twelve (12) months following the termination of your employment with the Company, you will not cause, induce or encourage any actual or prospective client, customer, supplier, licensee or licensor of the Company, or any other person who has a business relationship with the Company, to terminate or modify any such actual or prospective relationships.

Page 2 of 4

Scott Strazik Chief Executive Officer GE Vernova

You acknowledge that your position with the Company gives you access to and the benefit of confidential information which is important to the continuing business of the Company and influence over those clients, customers, business partners e.g. agents, and employees with whom you are in contact and you acknowledge and agree that the provisions of this clause are reasonable in their application to you and necessary but no more than sufficient to protect the legitimate business interests of the Company.

You agree that during your employment and for twelve (12) months following the termination of your employment with the Company, you will not own, directly or indirectly, more than 2% of any Competing Business.

(D)The obligations in this provision are in addition to, and in no way should be viewed as inconsistent with, your obligations to protect and not disclose the Company’s confidential and proprietary information, as more fully set forth in the Employee Innovation and Proprietary Information Agreement you will sign when you join the Company.

(E) The covenants in this clause are entered into for the benefit of the Company itself and as trustee for each covered GE company.

(F) If any of the restrictions above is void but would be valid if some part of the restriction were deleted, the restriction in question applies with such modification as may be necessary to make it valid.

(G) Severance Payment: If your employment with GE or GE Vernova is terminated (i) by the Company or Business other than for cause or by you with good reason, (ii) due to death or disability or (iii) in connection with a change in control (as described below) that does not result in your receiving a comparable offer with the purchaser, you will receive the Company's standard Officer Severance package, which includes a lump sum payment equal to 12 months of base salary and, assuming you remain employed through the first quarter of the year in which your employment terminates, a pro-rated AEIP payment. For purposes of this paragraph, a change in control shall occur if a person/entity acquires ownership of stock of GE or your business, that, together with prior holdings, constitutes at least 50% of the total fair market value or total voting power of the outstanding shares of GE or your business, or a sale of substantially all of the assets of GE or your business.

For purposes of this letter: “Cause" shall mean the occurrence of any of the following: (1) your willful failure to perform your duties (other than any such failure resulting from incapacity due to physical or mental disability) or comply with any valid and legal directive of the Company or the Board that is consistent with your position; (2) your engagement, or the discovery of your having engaged, in dishonesty, illegal conduct, or misconduct, which, in each case, materially harms or is reasonably likely to materially harm the Company; (3) your conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony {or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude; (4) your willful or grossly negligent unauthorized disclosure of Confidential Information; (5) your material breach of any material obligation under this letter or any other written agreement between you and the Company which materially harms or is reasonably likely to materially harm the Company; or (6) your willful material failure to comply with the Company's written policies or rules, as they may be in effect from time to time.

"Good Reason" shall mean the occurrence of any of the following, in each case without your written consent: (1) any reduction in your target compensation or any failure to pay any compensation when due; (2) any

Page 3 of 4

Scott Strazik Chief Executive Officer GE Vernova

material breach by the Company of any material provision of this letter or any material provision of any other agreement between you and the Company; (3) a material, adverse change in your title, authority, duties, responsibilities or reporting relationships (other than temporarily while the you are physically or mentally incapacitated or as required by applicable law); or (4) a decision by the Company not to spin off the GE Vernova business or its failure to do so on or before December 31, 2024.

(H) Confidentiality. You acknowledge that you will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the company, its affiliates and its customers that constitutes a valuable asset of the company and that is not available to the public. You agree that you will not use or disclose that confidential information, either during or after the termination of your employment, for any reason other than in the performance of your job and for the benefit of the company and its affiliates. You further agree that you will sign the company’s Employee Invention and Proprietary Information Agreement as part of the on-boarding process and will abide by the terms of that Agreement.

Please note, this offer is contingent upon your agreement to the conditions of employment described in the company's "Acknowledgement of Conditions of Employment". Your acknowledgment of this document and all required documentation will be collected electronically through the GE Hire onboarding tool. More information on how to access this tool will be provided shortly. Nothing in this letter is a guarantee of employment for any fixed period or changes your at-will employment status with the company or its affiliate.

Jessica, we are incredibly excited about you joining our team. We look forward to your acceptance of this offer and response by email. If you have any questions, please let me know.

Sincerely,

/s/ Scott Strazik

Scott Strazik

Chief Executive Officer, GE Vernova

Please signify your acceptance of this offer letter:

/s/ Jessica Uhl

    Jan 16th, 2024

Signature        Date

Page 4 of 4

EX-10.17

Exhibit 10.17

Scott Strazik Chief Executive Officer GE Vernova

To: Vic Abate April 3, 2024

Dear Vic,

We are pleased to offer you the position of Chief Executive Officer for the Wind Segment in GE Vernova (the “Company”), effective April 4, 2024 (your “start date”). This position will be based in Pensacola, FL, and you will report to me directly. The details of our offer are noted below:

Term:	Your employment will be for a term of 12 months.
Salary:	$900,000 (US dollars) paid bi-weekly
Annual Executive Incentive Plan (“AEIP”):	Your AEIP target is 100% of your base salary as of December 31st each plan year. Payments are made in the Company’s discretion and are generally based on Company and business financial performance; individual performance; and other non-financial metrics, such as safety. For the performance year 2024, any bonus earn will be pro rated based on your employment start date.
Long-Term Incentive Plan (“LTIP”):	The grant value of your annual equity award will be $2,500,000 (US dollars). LTIP awards are typically granted in March each year (except 2024 which will be in Q2 2024), with the award type and terms determined by the Compensation Committee of the Board of Directors. All LTIP awards will be governed by the terms and conditions consistent with awards made to other similarly situated officers of the Company.
Benefits:	You will also be eligible to participate in the Company’s benefit plans, such as health and wellness benefits and the retirement savings plan.

All compensation hereunder is subject to the approval of the Compensation Committee of the Board of Directors, which is expected to be in April 2024. All aspects of these and other benefits will be governed by the terms of the applicable plan or program.

Restrictive Covenants. As a condition of your employment, you agree to sign and abide by the company’s standard non-solicitation agreement which will be provided to you in connection with the on-boarding process.

(A) Non-solicitation of employees

You will not either during your employment or for a period of 12 months after leaving the Company's employment unless approved in advance by the Company:

a. whether on your own account or on behalf of or in conjunction with any person (directly or indirectly) solicit or encourage any person who is an employee of the Company and with whom you had material dealings during the two years before leaving the Company's employment and who is Lead

Page 1 of 3

Scott Strazik Chief Executive Officer GE Vernova

Professional Band or above to terminate his or her employment or accept any other employment outside the Company;

b. directly hire any such employee, or recommend or cause any such employee to be hired by an entity for which you work or with which you are otherwise associated or in which you own more than a 1% ownership interest; and/or

c. without prejudice to your obligations of confidentiality to the Company, provide any non-public information regarding any such employee, including but not limited to compensation data, performance evaluations, skill sets or qualifications to any person in connection with any engagement outside the Company, including but not limited to, recruiters and prospective clients/employers.

(B) Non-compete

You agree that you will not either during your employment or for a period of 12 months after the termination of your employment, be a principal, agent or employee of or provide services to any business which is carried on anywhere globally and which is competitive or is likely to be competitive with the business of the Company in which you were actively involved during the two years before leaving the Company’s employment and which is carried on at your leaving date.

If the Company exercises its right to suspend you from the performance of your duties during any period of garden leave immediately prior to the termination of your employment, the period of restriction specified in this clause shall be reduced by the period of any such garden leave.

(C) Non-solicitation of and non-dealing with customers and clients

You agree that you will not either during your employment or for a period of 12 months after leaving the Company's employment, whether on your own account or on behalf of or in conjunction with any other person, canvass or solicit business from or have business dealings with any person who has been a customer, contractor or client or a prospective customer, contractor or client of the Company or and with whom you were actively involved during the two years prior to your departure from the Company, for the purpose of providing products or services of a similar type to those of the Company in which you were actively involved during that two year period and which continue to be provided at the date on which your employment terminates.

(C) The covenants in this clause are entered into for the benefit of the Company itself and as trustee for each covered GE Vernova company.

(D) If any of the restrictions above is void but would be valid if some part of the restriction were deleted, the restriction in question applies with such modification as may be necessary to make it valid.

(E) You acknowledge that your position with the Company gives you access to and the benefit of confidential information which is important to the continuing business of the Company and influence over those clients, customers, business partners e.g. agents, and employees with whom you are in contact and you acknowledge and agree that the provisions of this clause are reasonable in their application to you and necessary but no more than sufficient to protect the legitimate business interests of the Company.

Page 2 of 3

Scott Strazik Chief Executive Officer GE Vernova

Confidentiality. You acknowledge that you will have access to and become acquainted with proprietary and confidential information, which may include trade secrets, regarding the Company, its affiliates and its customers that constitutes a valuable asset of the Company and that is not available to the public. You agree that you will not use or disclose that confidential information, either during or after the termination of your employment, for any reason other than in the performance of your job and for the benefit of the Company and its affiliates. You further agree that you will sign the company’s Employee Invention and Proprietary Information Agreement as part of the on-boarding process and will abide by the terms of that Agreement.

Please note, this offer is contingent upon your agreement to the conditions of employment described in the company's "Acknowledgement of Conditions of Employment". Your acknowledgment of this document and all required documentation will be collected electronically through the GE Hire onboarding tool. More information on how to access this tool will be provided shortly. Nothing in this letter is a guarantee of employment for any fixed period or changes your at-will employment status with the company or its affiliate.

Vic, we are incredibly excited about the prospect of your joining our team. We look forward to your acceptance of this offer and response by email.

If you have any questions, please feel free to contact me.

Sincerely,

/s/ Scott Strazik

Scott Strazik

Please signify your acceptance of this offer letter:

/s/ Victor R. Abate    4/3/2024    

Signature        Date

Page 3 of 3

EX-31.A

Exhibit 31(a)

Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Scott Strazik, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GE Vernova Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2024

/s/ Scott Strazik

Scott Strazik

Chief Executive Officer

(Principal Executive Officer)

EX-31.B

Exhibit 31(b)

Certification Pursuant to
Rules 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as Amended

I, Kenneth Parks, certify that:

1.I have reviewed this quarterly report on Form 10-Q of GE Vernova Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 30, 2024

/s/ Kenneth Parks

Kenneth Parks

Chief Financial Officer

(Principal Financial Officer)

EX-32

Exhibit 32

Certification Pursuant to
18 U.S.C. Section 1350

In connection with the Quarterly Report on Form 10-Q of GE Vernova Inc. (the “registrant”) on Form 10-Q for the period ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “report”), we, Scott Strazik and Kenneth Parks, Chief Executive Officer and Chief Financial Officer, respectively, of the registrant, certify, pursuant to 18 U.S.C. § 1350, that to our knowledge:

(1)The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)The information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the registrant.

April 30, 2024

/s/ Scott Strazik

Scott Strazik

Chief Executive Officer

/s/ Kenneth Parks

Kenneth Parks

Chief Financial Officer

XML

COVER - shares	3 Months Ended
	Mar. 31, 2024	Apr. 26, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-41966
Entity Registrant Name	GE Vernova Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	92-2646542
Entity Address, Address Line One	58 Charles Street,
Entity Address, City or Town	Cambridge,
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02141
City Area Code	617
Local Phone Number	674-7555
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	GEV
Security Exchange Name	NYSE
Entity Current Reporting Status	No
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		274,085,523
Amendment Flag	false
Entity Central Index Key	0001996810
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024

XML

COMBINED STATEMENT OF INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Sales	$ 7,260	$ 6,822
Cost of sales	6,109	5,903
Gross profit	1,150	919
Selling, general, and administrative expenses	1,202	1,186
Research and development expenses	237	202
Operating income (loss)	(289)	(469)
Interest and other financial charges – net	(14)	(21)
Non-operating benefit income	134	139
Other income (expense) – net (Note 17)	73	(64)
Income (loss) before income taxes	(96)	(415)
Provision (benefit) for income taxes (Note 15)	10	(69)
Net income (loss)	(106)	(346)
Net loss (income) attributable to noncontrolling interests	(24)	32
Net income (loss) attributable to GE Vernova	(130)	(315)
Equipment
Sales	3,617	3,489
Cost of sales	3,693	3,575
Services
Sales	3,642	3,333
Cost of sales	$ 2,417	$ 2,328

XML

COMBINED STATEMENT OF FINANCIAL POSITION (UNAUDITED) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Cash, cash equivalents, and restricted cash	$ 3,255	$ 1,551
Inventories, including deferred inventory costs (Note 5)	8,859	8,253
Current contract assets (Note 9)	8,579	8,339
All other current assets (Note 10)	462	352
Assets of business held for sale (Note 3)	993	1,444
Current assets	29,243	27,428
Property, plant, and equipment – net (Note 6)	5,224	5,228
Goodwill (Note 8)	4,403	4,437
Intangible assets – net (Note 8)	991	1,042
Contract and other deferred assets (Note 9)	633	621
Equity method investments (Note 11)	3,647	3,555
Deferred income taxes (Note 15)	1,428	1,582
All other assets (Note 10)	2,303	2,228
Total assets	47,872	46,121
Contract liabilities and deferred income (Note 9)	15,919	15,074
All other current liabilities (Note 14)	4,399	4,352
Liabilities of business held for sale (Note 3)	1,472	1,448
Current liabilities	29,516	29,306
Deferred income taxes (Note 15)	423	382
Non-current compensation and benefits	3,266	3,273
All other liabilities (Note 14)	4,687	4,780
Total liabilities	37,892	37,741
Commitments and contingencies (Note 20)
Net parent investment	9,659	8,051
Accumulated other comprehensive income (loss) – net attributable to GE Vernova (Note 16)	(686)	(635)
Total equity attributable to GE Vernova	8,974	7,416
Noncontrolling interests	1,007	964
Total equity	9,980	8,380
Total liabilities and equity	47,872	46,121
Nonrelated party
Current receivables - net	6,992	7,409
Accounts payable and equipment project payables	7,509	7,900
Related party
Current receivables - net	104	80
Accounts payable and equipment project payables	$ 217	$ 532

XML

COMBINED STATEMENT OF CASH FLOWS (UNAUDITED) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows – operating activities
Net income (loss)	$ (106)	$ (346)
Adjustments to reconcile net income (loss) to cash from (used for) operating activities
Depreciation and amortization of property, plant, and equipment (Note 6)	188	176
Amortization of intangible assets (Note 8)	63	55
Principal pension plans – net (Note 13)	(95)	(99)
Other postretirement benefit plans – net (Note 13)	(47)	(83)
Provision (benefit) for income taxes (Note 15)	10	(69)
Cash recovered (paid) during the year for income taxes	(58)	(45)
Changes in operating working capital:
Decrease (increase) in current receivables	359	591
Decrease (increase) in due from related parties	(56)	(12)
Decrease (increase) in inventories, including deferred inventory costs	(717)	(739)
Decrease (increase) in current contract assets	(270)	(36)
Increase (decrease) in accounts payable and equipment project payables	(306)	(306)
Increase (decrease) in due to related parties	(365)	10
Increase (decrease) in contract liabilities and current deferred income	885	317
All other operating activities	71	(104)
Cash from (used for) operating activities	(444)	(690)
Cash flows – investing activities
Additions to property, plant, and equipment and internal-use software	(217)	(124)
Dispositions of property, plant, and equipment	4	2
Purchases of and contributions to equity method investments	(91)	(18)
Sales of and distributions from equity method investments	29	13
All other investing activities	(9)	86
Cash from (used for) investing activities	(285)	(41)
Cash flows – financing activities
Net increase (decrease) in borrowings of maturities of 90 days or less	(23)	18
Transfers from (to) Parent	2,023	708
All other financing activities	(66)	(22)
Cash from (used for) financing activities	1,934	704
Effect of currency exchange rate changes on cash, cash equivalents, and restricted cash	(32)	13
Increase (decrease) in cash, cash equivalents, and restricted cash, including cash classified within businesses held for sale	1,173	(14)
Less: Net increase (decrease) in cash classified within businesses held for sale	(531)	(21)
Increase (decrease) in cash, cash equivalents, and restricted cash	1,704	6
Cash, cash equivalents, and restricted cash at beginning of year	1,551	2,067
Cash, cash equivalents, and restricted cash as of March 31	$ 3,255	$ 2,073

XML

COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net income (loss) attributable to GE Vernova	$ (130)	$ (315)
Net loss (income) attributable to noncontrolling interests	(24)	32
Net income (loss)	(106)	(346)
Other comprehensive income (loss):
Currency translation adjustments – net of taxes	11	63
Benefit plans – net of taxes	(68)	1,659
Cash flow hedges – net of taxes	8	17
Other comprehensive income (loss)	(49)	1,738
Comprehensive income (loss)	(155)	1,392
Comprehensive loss (income) attributable to noncontrolling interests	(26)	34
Comprehensive income (loss) attributable to GE Vernova	$ (181)	$ 1,426

XML

COMBINED STATEMENT OF CHANGES IN EQUITY (UNAUDITED) - USD ($) $ in Millions	Total	Total equity attributable to GE Vernova	Net parent investment	Accumulated other comprehensive income (loss) – net	Equity attributable to noncontrolling interests
Beginning balance at Dec. 31, 2022	$ 11,607	$ 10,650	$ 12,106	$ (1,456)	$ 957
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(346)	(315)	(315)		(32)
Currency translation adjustments – net of taxes	63	63		63	(1)
Benefit plans – net of taxes	1,659	1,660		1,660	(2)
Cash flow hedges – net of taxes	17	17		17
Transfers from (to) Parent	(2,592)	(2,592)	(2,592)
Changes in equity attributable to noncontrolling interests	5				5
Ending balance at Mar. 31, 2023	10,412	9,484	9,199	285	928
Beginning balance at Dec. 31, 2023	8,380	7,416	8,051	(635)	964
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(106)	(130)	(130)		24
Currency translation adjustments – net of taxes	11	11		11
Benefit plans – net of taxes	(68)	(70)		(70)	2
Cash flow hedges – net of taxes	8	8		8
Transfers from (to) Parent	1,738	1,738	1,738
Changes in equity attributable to noncontrolling interests	18				18
Ending balance at Mar. 31, 2024	$ 9,980	$ 8,974	$ 9,659	$ (686)	$ 1,007

XML

ORGANIZATION AND BASIS OF PRESENTATION

3 Months Ended

Mar. 31, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

ORGANIZATION AND BASIS OF PRESENTATION

ORGANIZATION AND BASIS OF PRESENTATION

Organization. GE Vernova (the Company, GE Vernova, our, we, or us) was a carve-out business of General Electric Company, which is now known as GE Aerospace (GE or Parent). GE Vernova LLC was formed as a Delaware limited liability corporation on February 28, 2023 for the purpose of receiving, pursuant to a reorganization, all of the assets of GE Vernova. The Company had issued 100 shares in exchange for $1.00, all of which were held by GE as of March 31, 2024. On April 1, 2024, GE Vernova LLC converted into a Delaware corporation pursuant to a statutory conversion and was renamed GE Vernova Inc. On April 2, 2024 (the Distribution Date), GE completed the previously announced spin-off of GE Vernova (the Spin-Off). The Spin-Off was completed through a distribution of all the Company's outstanding common stock to holders of record of GE's common stock as of the close of business on March 19, 2024 (the Distribution), which resulted in the issuance of approximately 274 million shares of common stock. As a result of the Distribution, the Company became an independent public company. Our common stock is listed under the symbol “GEV” on the New York Stock Exchange.

Unless the context otherwise requires, references to the Company, GE Vernova, our, we, and us, refer to (i) GE’s renewable energy, power, and digital businesses prior to the Spin-Off and (ii) GE Vernova Inc. and its subsidiaries following the Spin-Off.

Basis of Presentation. The unaudited combined financial statements have been derived from the consolidated financial statements and accounting records of GE, including the historical cost basis of assets and liabilities comprising the Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the historical accounting policies applied by GE. These unaudited combined financial statements do not purport to reflect what the results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate, stand-alone entity during the periods presented.

We have prepared the accompanying unaudited combined financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted. These unaudited combined financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations, and cash flows for the periods presented. These unaudited combined financial statements should be read in conjunction with our audited combined financial statements, corresponding notes, and significant accounting policies for the year ended December 31, 2023, included in our information statement dated March 8, 2024, which was furnished as Exhibit 99.1 to a Current Report on Form 8-K furnished with the SEC on March 8, 2024 (the Information Statement). The information presented in tables throughout the footnotes is presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in millions.

All intercompany balances and transactions within the Company have been eliminated in the combined financial statements. As described in Note 22, transactions between the Company and GE have been included in these combined financial statements. Certain financing transactions with GE are deemed to have been settled immediately through Net parent investment in the Combined Statement of Financial Position and are accounted for as a financing activity in the Combined Statement of Cash Flows as Transfers from (to) Parent.

The Combined Statement of Financial Position reflects all of the assets and liabilities of GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity. Net parent investment represents GE’s historical investment in the Company and includes accumulated net income and losses attributable to the Company and the net effect of transactions with GE and its subsidiaries.

GE used a centralized approach to cash management and financing of its operations. These arrangements may not be reflective of the way the Company would have financed its operations had it been a separate, stand-alone entity during the periods presented. The GE centralized cash management arrangements are excluded from the asset and liability balances in the Combined Statement of Financial Position. These amounts have instead been included in Net parent investment as a component of equity. GE’s third-party debt and, unless specifically attributable, the related interest expense, has not been attributed to the Company because the Company is not the legal obligor of the debt and the borrowings are not specifically identifiable to the Company. See Note 22 for further information.

The Combined Statement of Income (Loss) includes expense allocations for certain corporate, infrastructure, and shared services expenses provided by GE on a centralized basis (GE Corporate Costs), including, but not limited to, finance, supply chain, human resources, information technology, insurance, employee benefits, and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount, revenue, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by GE Vernova during the periods presented. However, the GE Corporate Costs allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity, nor are they indicative of the Company’s future expenses. See Note 22 for further information.

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Estimates and Assumptions. The preparation of the combined financial statements in conformity with U.S. GAAP requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions which affect reported amounts and related disclosures in the combined financial statements. We believe these assumptions to be reasonable under the circumstances and although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, financial position, and cash flows.

Estimates are used for, but are not limited to, determining revenues from contracts with customers, recoverability of inventory, long-lived assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and related valuation allowances, accruals for contingencies including legal, product warranties, and environmental, actuarial assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation of derivatives, and valuation of assets acquired and liabilities assumed as a result of acquisitions.

XML

DISPOSITIONS AND BUSINESSES HELD FOR SALE

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

DISPOSITIONS AND BUSINESSES HELD FOR SALE

DISPOSITIONS AND BUSINESSES HELD FOR SALE. In 2022, we signed a binding agreement to sell a portion of our Steam Power business within our Power segment to Electricité de France S.A. (EDF). We are working with EDF to complete the sale as soon as possible, subject to regulatory approvals and other closing conditions. Closing the transaction is expected to result in a significant gain.

The major components of assets and liabilities of the business held for sale in the Company’s Combined Statement of Financial Position are summarized as follows:

ASSETS AND LIABILITIES OF BUSINESS HELD FOR SALE	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	72	$	603
Current receivables, inventories, and contract assets	633		551
Property, plant, and equipment and intangibles – net	236		237
Other assets	52		53
Assets of business held for sale	$	993	$	1,444
Contract liabilities and deferred income	$	964	$	1,001
Accounts payable and equipment project payables	218		177
Other liabilities	290		270
Liabilities of business held for sale	$	1,472	$	1,448

XML

CURRENT AND LONG-TERM RECEIVABLES

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

CURRENT AND LONG-TERM RECEIVABLES

CURRENT AND LONG-TERM RECEIVABLES

CURRENT RECEIVABLES – NET	March 31, 2024		December 31, 2023
Customer receivables	$	5,590	$	5,952
Non-income based tax receivables	1,101		1,048
Supplier advances and other receivables	817		924
Other receivables	$	1,917	$	1,972
Allowance for credit losses	(516)		(515)
Total current receivables – net	$	6,992	$	7,409

Activity in the allowance for credit losses related to current receivables for the three months ended March 31, 2024 and 2023, respectively, consists of the following:

ALLOWANCE FOR CREDIT LOSSES	2024		2023
Balance as of January 1	$	515	$	674
Net additions (releases) charged to costs and expenses	(1)		(6)
Write-offs, net	—		(24)
Foreign exchange and other	2		7
Balance as of March 31	$	516	$	651

Sales of customer receivables. From time to time, the Company sells current or long-term receivables to third parties in response to customer-sponsored requests or programs, to facilitate sales, or for risk mitigation purposes. The Company sold current customer receivables to third parties and subsequently collected $221 million and $241 million in the three months ended March 31, 2024 and 2023, respectively. Within these programs, primarily related to our participation in customer-sponsored supply chain finance programs in Wind, the Company has no continuing involvement, fees associated with the transferred receivables are covered by the customer, and cash is received at the original invoice due date. Included in the sales of customer receivables in the three months ended March 31, 2023 was $77 million in our Gas Power business within our Power segment, primarily for risk mitigation purposes.

LONG-TERM RECEIVABLES	March 31, 2024		December 31, 2023
Long-term customer receivables	$	300	$	316
Supplier advances	239		243
Non-income based tax receivables	134		136
Other receivables	198		190
Allowance for credit losses	(177)		(184)
Total long-term receivables – net	$	694	$	701

XML

INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS

INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS

	March 31, 2024		December 31, 2023
Raw materials and work in process	$	5,006	$	4,685
Finished goods	2,724		2,514
Deferred inventory costs(a)	1,129		1,054
Inventories, including deferred inventory costs	$	8,859	$	8,253

(a) Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for revenue recognition have not yet been met.

XML

PROPERTY, PLANT AND EQUIPMENT

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT

	March 31, 2024		December 31, 2023
Original cost	$	12,105	$	11,907
Less: Accumulated depreciation and amortization	(7,552)		(7,347)
Right-of-use operating lease assets	672		668
Property, plant, and equipment – net	$	5,224	$	5,228

Depreciation and amortization related to property, plant, and equipment was $188 million and $176 million for three months ended March 31, 2024 and 2023, respectively.

XML

LEASES	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
LEASES	LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Combined Statement of Financial Position, were $722 million and $718 million as of March 31, 2024 and December 31, 2023, respectively. Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was $76 million for both of the three months ended March 31, 2024 and 2023. Our finance lease liabilities, included in All other current liabilities and All other liabilities in our Combined Statement of Financial Position, were $299 million and $311 million as of March 31, 2024 and December 31, 2023, respectively.
LEASES	LEASES. Our operating lease liabilities, included in All other current liabilities and All other liabilities in our Combined Statement of Financial Position, were $722 million and $718 million as of March 31, 2024 and December 31, 2023, respectively. Expense related to our operating lease portfolio, primarily from our long-term fixed leases, was $76 million for both of the three months ended March 31, 2024 and 2023. Our finance lease liabilities, included in All other current liabilities and All other liabilities in our Combined Statement of Financial Position, were $299 million and $311 million as of March 31, 2024 and December 31, 2023, respectively.

XML

GOODWILL AND OTHER INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL	Power		Wind		Electrification		Total
Balance as of January 1, 2024	$	308	$	3,204	$	925	$	4,437
Currency exchange and other	4		(34)		(4)		(34)
Balance as of March 31, 2024	$	311	$	3,170	$	921	$	4,403

We assess the possibility that a reporting unit’s fair value has been reduced below its carrying amount due to the occurrence of events or circumstances between annual impairment testing dates. In the first quarter of 2024, we did not identify any reporting units that required an interim impairment test.

Intangible assets. All intangible assets are subject to amortization. Intangible assets decreased $52 million during the three months ended March 31, 2024, primarily as a result of amortization. Amortization expense was $63 million and $55 million in the three months ended March 31, 2024 and 2023, respectively.

XML

CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME

3 Months Ended

Mar. 31, 2024

Contractors [Abstract]

CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME

CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME

Contract assets reflect revenue recognized on contracts in excess of billings based on contractual terms. Contract liabilities primarily represent cash received from customers under ordinary commercial payment terms in advance of delivery of equipment orders or servicing of customers’ installed base.

Contract and other deferred assets increased $252 million in the three months ended March 31, 2024 primarily due to the timing of revenue recognition ahead of billing milestones on equipment and other service agreements, partially offset by decreased contractual service agreement assets related to our Gas Power business within our Power segment. Contract liabilities and deferred income increased $868 million in the three months ended March 31, 2024 primarily due to new collections received in excess of revenue recognition at Power, Wind, and Electrification. Net contractual service agreements decreased primarily due to billings of $1,173 million and net unfavorable changes in estimated profitability of $29 million, partially offset by revenues recognized of $1,174 million.

Revenue recognized related to the contract liabilities balance at the beginning of the year was approximately $2,747 million and $2,600 million for the three months ended March 31, 2024 and 2023, respectively.

CONTRACT AND OTHER DEFERRED ASSETS
As of March 31, 2024	Power		Wind		Electrification		Total
Contractual service agreement assets	$	5,167	$	—	$	—	$	5,167
Equipment and other service agreement assets	1,693		614		1,105		3,412
Current contract assets	$	6,859	$	614	$	1,105	$	8,579
Non-current contract and other deferred assets(a)	609		13		11		633
Total contract and other deferred assets	$	7,469	$	627	$	1,116	$	9,212

As of December 31, 2023	Power		Wind		Electrification		Total
Contractual service agreement assets	$	5,201	$	—	$	—	$	5,201
Equipment and other service agreement assets	1,679		392		1,067		3,138
Current contract assets	$	6,880	$	392	$	1,067	$	8,339
Non-current contract and other deferred assets(a)	602		14		5		621
Total contract and other deferred assets	$	7,482	$	406	$	1,072	$	8,960

(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental fixed or usage-based fees from servicing the equipment under contractual service agreements.

CONTRACT LIABILITIES AND DEFERRED INCOME
As of March 31, 2024	Power		Wind		Electrification		Total
Contractual service agreement liabilities	$	1,804	$	—	$	—	$	1,804
Equipment and other service agreement liabilities	5,980		5,134		2,664		13,777
Current deferred income	11		207		120		339
Contract liabilities and current deferred income	$	7,795	$	5,341	$	2,784	$	15,919
Non-current deferred income	45		122		29		195
Total contract liabilities and deferred income	$	7,839	$	5,463	$	2,813	$	16,115

As of December 31, 2023
Contractual service agreement liabilities	$	1,810	$	—	$	—	$	1,810
Equipment and other service agreement liabilities	5,732		4,819		2,352		12,903
Current deferred income	20		228		113		361
Contract liabilities and current deferred income	$	7,562	$	5,047	$	2,465	$	15,074
Non-current deferred income	48		90		35		173
Total contract liabilities and deferred income	$	7,610	$	5,137	$	2,500	$	15,247

Remaining Performance Obligation. As of March 31, 2024, the aggregate amount of the contracted revenues allocated to our unsatisfied (or partially unsatisfied) performance obligations was $116,293 million. We expect to recognize revenue as we satisfy our remaining performance obligations as follows:

(1)Equipment-related remaining performance obligations of $42,210 million of which 45%, 71%, and 93% is expected to be recognized within 1, 2, and 5 years, respectively, and the remaining thereafter.

(2)Services-related remaining performance obligations of $74,083 million of which 16%, 52%, 77%, and 91% is expected to be recognized within 1, 5, 10, and 15 years, respectively, and the remaining thereafter. 

Contract modifications could affect both the timing to complete as well as the amount to be received as we fulfill the related remaining performance obligations.

XML

CURRENT AND ALL OTHER ASSETS	3 Months Ended
	Mar. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
CURRENT AND ALL OTHER ASSETS	CURRENT AND ALL OTHER ASSETS. All other current assets primarily include financing receivables, prepaid taxes and deferred charges, and derivative instruments (see Note 18). All other current assets increased $110 million in the three months ended March 31, 2024, primarily due to an increase of prepaid taxes and deferred charges of $79 million. All other assets primarily include pension surplus, long-term receivables (see Note 4), and prepaid taxes and deferred charges. All other assets increased $75 million in the three months ended March 31, 2024.

XML

EQUITY METHOD INVESTMENTS

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

EQUITY METHOD INVESTMENTS

EQUITY METHOD INVESTMENTS

	Equity method investment balance				Equity method income (loss)
					Three months ended March 31
	March 31, 2024		December 31, 2023		2024		2023
Power	$	1,011	$	1,003	$	11	$	11
Wind	47		46		1		(3)
Electrification	820		788		30		13
Corporate(a)	1,769		1,718		2		(90)
Total	$	3,647	$	3,555	$	44	$	(70)

(a) Includes renewable energy tax equity investments within our Financial Services business of $1,244 million and $1,227 million as of March 31, 2024 and December 31, 2023, respectively, in limited liability companies that generate renewable energy tax credits. Tax benefits related to these investments of $53 million and $43 million were recognized during the three months ended March 31, 2024 and 2023, respectively, in Provision (benefit) for income taxes in the Combined Statement of Income (Loss). In connection with the Spin-Off, these investments and any tax attributes from historical tax equity investing activity were retained by GE.

XML

ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES

ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES

	March 31, 2024		December 31, 2023
Trade payables	$	4,330	$	4,701
Supply chain finance programs	1,672		1,642
Equipment project payables	1,039		1,096
Non-income based tax payables	468		461
Accounts payable and equipment project payables	$	7,509	$	7,900

We facilitate voluntary supply chain finance programs with third parties, which provide participating suppliers the opportunity to sell their GE Vernova receivables to third parties at the sole discretion of both the suppliers and the third parties. Total supplier invoices paid through these third-party programs were $779 million and $1,496 million for the three months ended March 31, 2024 and 2023, respectively.

XML

POSTRETIREMENT BENEFIT PLANS

3 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

POSTRETIREMENT BENEFIT PLANS

POSTRETIREMENT BENEFIT PLANS. GE Vernova sponsored plans, including those allocated to GE Vernova in connection with the Spin-Off, are presented in three categories: principal pension plans, other pension plans, and principal retiree benefit plans. Refer to Note 13 in the audited combined financial statements included in the Information Statement for further information for the year ended December 31, 2023.

The components of benefit plans cost (income) other than the service cost are included in the caption Non-operating benefit income in our Combined Statement of Income (Loss).

	2024						2023
Three months ended March 31	Principal pension		Other pension		Principal retiree benefit		Principal pension		Other pension		Principal retiree benefit
Service cost – operating	$	6	$	8	$	1	$	6	$	9	$	2
Interest cost	135		57		9		141		61		10
Expected return on plan assets	(184)		(84)		—		(189)		(86)		—
Amortization of net loss (gain)	(46)		8		(11)		(51)		1		(11)
Amortization of prior service cost (credit)	2		(2)		(15)		1		(1)		(15)
Curtailment/settlement gain	—		—		—		—		(3)		—
Non-operating benefit costs (income)	$	(93)	$	(21)	$	(17)	$	(98)	$	(28)	$	(16)
Net periodic expense (income)	$	(87)	$	(13)	$	(16)	$	(92)	$	(19)	$	(14)

Defined Contribution Plan. Expenses associated with our eligible U.S. employees' participation in GE's defined contribution plan represent the employer contributions for GE Vernova employees and were $35 million and $30 million for the three months ended March 31, 2024 and 2023, respectively.

XML

CURRENT AND ALL OTHER LIABILITIES	3 Months Ended
	Mar. 31, 2024
Other Liabilities Disclosure [Abstract]
CURRENT AND ALL OTHER LIABILITIES	CURRENT AND ALL OTHER LIABILITIES. All other current liabilities primarily include liabilities related to employee compensation and benefits, equipment projects and other commercial liabilities, and product warranties (see Note 20). All other current liabilities increased $47 million in the three months ended March 31, 2024, primarily due to an increase in employee compensation and benefit liabilities of $189 million, partially offset by decreases in short-term borrowings of $77 million and taxes payable of $74 million. All other liabilities primarily include liabilities related to equipment projects and other commercial liabilities, operating lease liabilities (see Note 7), asset retirement obligations (see Note 20), uncertain and other income taxes, product warranties (see Note 20), and legal liabilities (see Note 20). All other liabilities decreased $93 million in the three months ended March 31, 2024, primarily due to a decrease in uncertain and other income taxes and related liabilities of $121 million.

XML

INCOME TAXES

3 Months Ended

Mar. 31, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES. The Company’s income tax provision was prepared using the separate return method. The calculation of income taxes on a separate return basis requires considerable judgment and use of both estimates and allocations. As a result, actual transactions included in the consolidated financial statements of GE may not be included in the GE Vernova combined financial statements.

Our income tax rate was (10.4)% and 16.6% for the three months ended March 31, 2024 and 2023, respectively. The effective tax rate for the three months ended March 31, 2024 reflects a tax provision on a pre-tax loss due to taxes in profitable jurisdictions and a valuation allowance on certain deferred tax assets. The effective tax rate for the three months ended March 31, 2023 as compared to the U.S. statutory rate of 21% is primarily reduced by a valuation allowance on certain deferred tax assets.

The OECD (Organization for Economic Co-operation and Development) has proposed a global minimum tax of 15% of reported profits (Pillar 2) that has been agreed upon in principle by over 140 countries. During 2023, many countries took steps to incorporate Pillar 2 model rule concepts into their domestic laws. Although the model rules provide a framework for applying the minimum tax, countries may enact Pillar 2 slightly differently than the model rules and on different timelines and may adjust domestic tax incentives in response to Pillar 2. Accordingly, we are still evaluating the potential consequences of Pillar 2 on our longer-term financial position. In 2024, we expect to incur insignificant tax expenses in connection with Pillar 2. The IRS is currently auditing GE’s consolidated U.S. income tax returns for 2016-2018. Refer to Note 24 for further information relating to the Tax Matters Agreement.

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

	Currency translation adjustment		Benefit plans		Cash flow hedges		Total AOCI
Balance as of January 1, 2024	$	(1,335)	$	674	$	26	$	(635)
AOCI before reclasses – net of taxes of $(13), $(15), and $—(a)	11		—		(5)		7
Reclasses from AOCI – net of taxes of $—, $(1), and $—	—		(67)		13		(54)
Less: AOCI attributable to noncontrolling interests	—		2		—		2
Balance as of March 31, 2024	$	(1,324)	$	604	$	34	$	(686)
Balance as of January 1, 2023	$	(1,445)	$	32	$	(43)	$	(1,456)
Transfer or allocation of benefit plans – net of taxes of $—, $70, and $—	—		1,702		—		1,702
AOCI before reclasses – net of taxes of $—, $12, and $—	44		34		12		90
Reclasses from AOCI – net of taxes of $—, $—, and $—	18		(78)		5		(54)
Less: AOCI attributable to noncontrolling interests	(1)		(2)		—		(3)
Balance as of March 31, 2023	$	(1,381)	$	1,692	$	(26)	$	285

(a) Currency translation adjustment includes $39 million of accumulated other comprehensive income (loss) allocated to GE Vernova in connection with the Spin-Off.

Common Stock. On April 2, 2024, the Spin-Off was completed through the Distribution of all outstanding shares of the Company to GE shareholders who held shares of GE common stock as of the close of business on March 19, 2024, the record date for the Distribution. As a result of the Distribution, GE shareholders received one share of the Company’s common stock for every four shares of GE common stock held. On April 2, 2024, the Company began trading as an independent, publicly traded company under the stock symbol “GEV” on the New York Stock Exchange. On April 2, 2024, there were 274,085,523 shares of GE Vernova common stock outstanding.

XML

OTHER INCOME (EXPENSE) - NET

3 Months Ended

Mar. 31, 2024

Other Income and Expenses [Abstract]

OTHER INCOME (EXPENSE) - NET

OTHER INCOME (EXPENSE) – NET

	Three months ended March 31
	2024		2023
Equity method investment income (loss) (Note 11)	$	44	$	(70)
Purchases and sales of business interests	(3)		2
Derivative instruments (Note 18)	(3)		(22)
Licensing income	11		9
Other – net	25		16
Total other income (expense) – net	$	73	$	(64)

XML

FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL INSTRUMENTS

FINANCIAL INSTRUMENTS

Loans and Other Receivables. The Company’s financial assets not carried at fair value primarily consist of loan receivables and non-current customer and other receivables. The net carrying amount was $343 million and $328 million as of March 31, 2024 and December 31, 2023, respectively. The estimated fair value was $339 million and $324 million as of March 31, 2024 and December 31, 2023, respectively. All of these assets are considered to be Level 3.

Derivatives and Hedging. Our primary objective in executing and holding derivatives is to reduce the earnings and cash flow volatility associated with fluctuations in foreign currency exchange rates and commodity prices over the terms of our customer contracts. These hedge contracts reduce, but do not entirely eliminate, the impact of foreign currency exchange rate and commodity price movements. The Company does not enter into or hold derivative instruments for speculative trading purposes.

We use foreign currency contracts to reduce the volatility of cash flows related to forecasted revenues, expenses, assets, and liabilities. These contracts are generally one to ten months in duration but with maximum remaining maturities of up to 16 years as of March 31, 2024.

Cash Flow Hedges. The total amount in AOCI related to cash flow hedges was a net $34 million gain as of March 31, 2024, of which a net gain of $27 million related to our share of AOCI recognized at our non-consolidated joint ventures. We expect to reclassify $63 million of pre-tax net losses associated with designated cash flow hedges to earnings in the next 12 months, contemporaneously with the earnings effects of the related forecasted transactions. The Company reclassified net gains (losses) from AOCI into earnings of $(13) million and $(5) million for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, the maximum length of time over which we are hedging forecasted transactions was approximately 11 years.

Net Investment Hedges. We enter into foreign exchange forwards designated as the hedging instruments in net investment hedging relationships in order to mitigate the foreign currency risk attributable to the translation of the Company’s net investment in certain non USD-functional subsidiaries and/or equity method investees. The total amount in AOCI related to net investment hedges was a net gain of $228 million as of March 31, 2024.

The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:

GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS

As of March 31, 2024	Gross Notional		All other current assets		All other assets		All other current liabilities		All other liabilities
Foreign currency exchange contracts accounted for as hedges	$	4,635	$	32	$	104	$	35	$	44
Foreign currency exchange contracts	41,004		307		138		310		118
Commodity and other contracts	477		10		21		12		2
Derivatives not accounted for as hedges	41,481		317		159		322		120
Total gross derivatives	$	46,117	$	349	$	263	$	357	$	164
Netting adjustment(a)			$	(274)	$	(130)	$	(273)	$	(130)
Net derivatives recognized in the Combined Statement of Financial Position			$	74	$	133	$	85	$	34
As of December 31, 2023
Foreign currency exchange contracts accounted for as hedges	$	5,035	$	39	$	91	$	28	$	41
Foreign currency exchange contracts	33,832		361		169		364		142
Commodity and other contracts	476		10		8		16		1
Derivatives not accounted for as hedges	34,308		371		177		380		143
Total gross derivatives	$	39,343	$	410	$	268	$	408	$	184
Netting adjustment(a)			$	(334)	$	(150)	$	(334)	$	(150)
Net derivatives recognized in the Combined Statement of Financial Position			$	76	$	118	$	74	$	34

(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts include fair value adjustments related to our own and counterparty non-performance risk.

PRE-TAX GAINS (LOSSES) RECOGNIZED IN OCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES

	Three months ended March 31
	2024		2023
Cash flow hedges	$	13	$	8
Net investment hedges	2		(5)

The table below shows the effect of our derivative financial instruments in the Combined Statement of Income (Loss):

	2024
Three months ended March 31	Sales of equipment and services		Cost of equipment and services		Selling, general, and administrative expense		Other income (expense) – net
Total amount of income and expense in the Combined Statement of Income (Loss)	$	7,260	$	6,109	$	1,202	$	73
Foreign currency exchange contracts	(4)		9		—		—
Interest rate contracts	—		—		—		—
Effects of cash flow hedges	$	(4)	$	9	$	—	$	—
Foreign currency exchange contracts	—		29		(5)		(3)
Commodity and other contracts	—		—		(11)		—
Effect of derivatives not designated as hedges	$	—	$	29	$	(16)	$	(3)

	2023
Three months ended March 31	Sales of equipment and services		Cost of equipment and services		Selling, general, and administrative expense		Other income (expense) – net
Total amount of income and expense in the Combined Statement of Income (Loss)	$	6,822	$	5,903	$	1,186	$	(64)
Foreign currency exchange contracts	(4)		—		—		—
Interest rate contracts	—		—		—		—
Effects of cash flow hedges	$	(4)	$	—	$	—	$	—
Foreign currency exchange contracts	2		28		(1)		(22)
Commodity and other contracts	—		10		—		—
Effect of derivatives not designated as hedges	$	2	$	38	$	(1)	$	(22)

The amount excluded for cash flow hedges was a gain (loss) of $1 million and $(5) million for the three months ended March 31, 2024 and 2023, respectively. This amount is recognized in Sales of equipment, Sales of services, Cost of equipment, and Cost of services in our Combined Statement of Income (Loss).

XML

VARIABLE INTEREST ENTITIES

3 Months Ended

Mar. 31, 2024

Variable Interest Entities [Abstract]

VARIABLE INTEREST ENTITIES

VARIABLE INTEREST ENTITIES. In our Combined Statement of Financial Position, we have assets of $120 million and $122 million and liabilities of $153 million and $156 million as of March 31, 2024 and December 31, 2023, respectively, from consolidated variable interest entities (VIEs). These entities were created to help our customers facilitate or finance the purchase of GE Vernova equipment and services, and to manage our insurance exposure through an insurance captive, and have no features that could expose us to losses that would significantly exceed the difference between the consolidated assets and liabilities.

Our investments in unconsolidated VIEs were $1,349 million and $1,323 million as of March 31, 2024 and December 31, 2023, respectively. Of these investments, $1,293 million and $1,272 million were owned by Financial Services, substantially all related to renewable energy tax equity investments, as of March 31, 2024 and December 31, 2023, respectively. See Note 11 for further information. Our maximum exposure to loss in respect of unconsolidated VIEs is increased by our commitments to make additional investments in these entities described in Note 20.

XML

COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES

COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES

Commitments. We had total investment commitments of $78 million and unfunded lending commitments of $547 million at March 31, 2024. The commitments primarily consist of obligations to make investments in or provide funding to renewable tax equity vehicles by Financial Services. See Note 19 for further information.

Guarantees. As of March 31, 2024, we were committed under the following guarantee arrangements:

Credit support. We have provided $888 million of credit support on behalf of certain customers or associated companies, predominantly joint ventures and partnerships, using arrangements such as standby letters of credit and performance guarantees, and a line of credit to support our consolidated subsidiaries. The liability for such credit support was $10 million. In addition, GE has provided parent company guarantees in certain jurisdictions. See Note 22 for further information.

Indemnification agreements. We have $139 million of indemnification commitments, including representations and warranties in sales of business assets, for which we recorded a liability of $11 million.

Product Warranties. We provide for estimated product warranty expenses when we sell the related products. Because warranty estimates are forecasts that are based on the best available information, mostly historical claims experience, claims costs may differ from amounts provided. The liability for product warranties was $1,361 million and $1,414 million as of March 31, 2024 and December 31, 2023, respectively.

Legal Matters. In the normal course of our business, we are involved from time to time in various arbitrations, class actions, commercial litigation, investigations, and other legal, regulatory, or governmental actions, including the significant matters described below that could have a material impact on our results of operations. In many proceedings, including the specific matters described below, it is inherently difficult to determine whether any loss is probable or even reasonably possible or to estimate the size or range of the possible loss, and accruals for legal matters are not recorded until a loss for a particular matter is considered probable and reasonably estimable. Given the nature of legal matters and the complexities involved, it is often difficult to predict and determine a meaningful estimate of loss or range of loss until we know, among other factors, the particular claims involved, the likelihood of success of our defenses to those claims, the damages or other relief sought, how discovery or other procedural considerations will affect the outcome, the settlement posture of other parties, and other factors that may have a material effect on the outcome. For these matters, unless otherwise specified, we do not believe it is possible to provide a meaningful estimate of loss at this time. Moreover, it is not uncommon for legal matters to be resolved over many years, during which time relevant developments and new information must be continuously evaluated.

Alstom legacy legal matters. In November 2015, we acquired the power and grid businesses of Alstom, which prior to the acquisition was the subject of significant cases involving anti-competitive activities and improper payments. The estimated liability balance was $391 million and $393 million at March 31, 2024 and December 31, 2023, respectively, for legal and compliance matters related to the legacy business practices that were the subject of cases in various jurisdictions. Allegations in these cases relate to claimed anti-competitive conduct or improper payments in the pre-acquisition period as the source of legal violations or damages. Given the significant litigation and compliance activity related to these matters and our ongoing efforts to resolve them, it is difficult to assess whether the disbursements will ultimately be consistent with the estimated liability established. The estimation of this liability may not reflect the full range of uncertainties and unpredictable outcomes inherent in litigation and investigations of this nature, and at this time we are unable to develop a meaningful estimate of the range of reasonably possible additional losses beyond the amount of this estimated liability. Factors that can affect the ultimate amount of losses associated with these and related matters include the way cooperation is assessed and valued, prosecutorial discretion in the determination of damages, formulas for determining disgorgement, fines and/or penalties, the duration and amount of legal and investigative resources applied, political and social influences within each jurisdiction, and tax consequences of any settlements or previous deductions, among other considerations. Actual losses arising from claims in these and related matters could exceed the amount provided.

Environmental and Asset Retirement Obligations. Our operations involve the use, disposal, and cleanup of substances regulated under environmental protection laws and nuclear decommissioning regulations. We have obligations for ongoing and future environmental remediation activities and may incur additional liabilities in connection with previously remediated sites. Additionally, like many other industrial companies, we and our subsidiaries are defendants in various lawsuits related to alleged worker exposure to asbestos or other hazardous materials. Liabilities for environmental remediation, nuclear decommissioning, and worker exposure claims exclude possible insurance recoveries.

It is reasonably possible that our exposure will exceed amounts accrued. However, due to uncertainties about the status of laws, regulations, technology, and information related to individual sites and lawsuits, such amounts are not reasonably estimable. Our reserves related to environmental remediation and worker exposure claims recorded in All other liabilities were $125 million and $127 million as of March 31, 2024 and December 31, 2023, respectively.

We record asset retirement obligations associated with the retirement of tangible long-lived assets as a liability in the period in which the obligation is incurred and its fair value can be reasonably estimated. These obligations primarily represent nuclear decommissioning, legal obligations to return leased premises to their initial state, or dismantle and repair specific alterations for certain leased sites. The liability is measured at the present value of the obligation when incurred and is adjusted in subsequent periods. Corresponding asset retirement costs are capitalized as part of the carrying value of the related long-lived assets and depreciated over the asset’s useful life. Our asset retirement obligations were $581 million and $581 million as of March 31, 2024 and December 31, 2023, respectively, and are recorded in All other liabilities in our Combined Statement of Financial Position. Of these amounts, $518 million and $519 million were related to nuclear decommissioning obligations. Changes in the liability balance due to settlement, accretion, and revisions in fair value were not material for the three months ended March 31, 2024.

XML

RESTRUCTURING AND OTHER CHARGES

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

RESTRUCTURING AND OTHER CHARGES

RESTRUCTURING AND OTHER CHARGES. This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note 23 for further information.

RESTRUCTURING AND OTHER CHARGES	Three months ended March 31
	2024		2023
Workforce reductions	$	76	$	45
Plant closures and associated costs and other asset write-downs	66		57
Acquisition/disposition net charges and other	5		10
Total restructuring and other charges	$	147	$	113
Cost of equipment and services	$	104	$	32
Selling, general, and administrative expenses	42		80
Total restructuring and other charges	$	147	$	113
Power	$	48	$	21
Wind	89		52
Electrification	10		30
Other	—		11
Total restructuring and other charges(a)	$	147	$	113

(a) Includes $68 million and $66 million primarily in non-cash impairment, accelerated depreciation, and other charges for the three months ended March 31, 2024 and 2023, respectively, not reflected in the liability table below.

Liabilities associated with restructuring activities were recorded in All other current liabilities, All other liabilities, and Non-current compensation and benefits.

RESTRUCTURING LIABILITIES	2024		2023
Balance as of January 1	$	276	$	283
Additions	78		46
Payments	(61)		(67)
Foreign exchange and other	(4)		5
Balance as of March 31	$	289	$	267

In addition to the continued impacts of ongoing initiatives, restructuring primarily included exit activities associated with the plan announced in October 2022 to undertake a restructuring program across our Wind businesses, primarily reflecting the selectivity strategy to operate in fewer markets and to simplify and standardize product variants. The estimated cost of this multi-year restructuring program was approximately $600 million, with the majority recognized in the first half of 2023. This plan was expanded during the third quarter of 2023 to include the consolidation of the global footprint and related resources at our Power businesses to better serve our customers.

XML

RELATED PARTIES

3 Months Ended

Mar. 31, 2024

Related Party Transactions [Abstract]

RELATED PARTIES

RELATED PARTIES

Corporate Allocations. GE historically provided the Company with significant corporate, infrastructure, and shared services. Some of these services continue to be provided by GE to the Company on a temporary basis following the Spin-Off under the Transition Services Agreement. Accordingly, as described in Note 1, certain GE Corporate Costs have been charged to the Company based on allocation methodologies as follows:

a.Centralized services such as public relations, investor relations, treasury and cash management, executive management, security, government relations, community outreach, and corporate internal audit services were charged to the Company on a pro rata basis of GE’s estimates of each business’s usage at the beginning of the fiscal year and were recorded in Selling, general, and administrative expenses. Costs of $19 million for the three months ended March 31, 2023 were recorded in the Combined Statement of Income (Loss). Costs allocated to the Company for the three months ended March 31, 2024 were not significant as GE Vernova has established standalone capabilities for such services.

b.Information technology, finance, insurance, research, supply chain, human resources, tax, and facilities activities were charged to the Company based on headcount, revenue, or other allocation methodologies. Costs for these services of $100 million and $184 million were charged to the Company for the three months ended March 31, 2024 and 2023, respectively, which are primarily included in Selling, general, and administrative expenses and Research and development expenses in the Combined Statement of Income (Loss).

c.Costs associated with employee medical insurance totaling $30 million and $28 million for the three months ended March 31, 2024 and 2023, respectively, were charged to the Company based on employee headcount and are recorded in Cost of equipment, Cost of services, Selling, general, and administrative expenses, or Research and development expenses in the Combined Statement of Income (Loss) based on the employee population.

Additionally, GE granted various employee benefits to its employees, including prior to the Spin-Off to those of the Company, under the GE Long-Term Incentive Plan. These benefits primarily included stock options and restricted stock units. Compensation expense associated with this plan was $34 million and $33 million for the three months ended March 31, 2024 and 2023, respectively, which is included primarily in Selling, general, and administrative expenses in the Combined Statement of Income (Loss). These costs are charged directly to the Company based on the specific employees receiving awards.

Finally, while GE’s third-party debt has not been attributed to the Company, GE allocated a portion of interest expense related to its third-party debt for funding provided by GE to the Company for certain investments held by Financial Services. The interest was allocated based on the GE-funded ending net investment position each reporting period. Interest of $7 million and $9 million is included in Interest and other financial charges – net in the Combined Statement of Income (Loss) for the three months ended March 31, 2024 and 2023, respectively.

Management believes that the expense and cost allocations have been determined on a basis that is a reasonable reflection of the utilization of services provided or the benefit received by the Company. The amounts that would have been, or will be incurred, on a stand-alone basis could materially differ from the amounts allocated due to economies of scale, difference in management judgment, a requirement for more or fewer employees, or other factors. Management does not believe, however, that it is practicable to estimate what these expenses would have been had the Company operated as an independent entity, including any expenses associated with obtaining any of these services from unaffiliated entities. In addition, the future results of operations, financial position, and cash flows could differ materially from the historical results presented herein.

Parent Company Credit Support. GE provided the Company with parent credit support in certain jurisdictions. To support the Company in selling products and services globally, GE often entered into contracts on behalf of GE Vernova or issued parent company guarantees or trade finance instruments supporting the performance of what were subsidiary legal entities transacting directly with customers, in addition to providing similar credit support for some non-customer related activities of GE Vernova. There are no known instances historically where payments or performance from GE were required under parent company guarantees relating to GE Vernova customer contracts.

Cash Management. As part of GE, the Company historically participated in centralized GE Treasury programs. This arrangement is not reflective of the manner in which the Company would have financed its operations had it been a stand-alone business separate from GE during the periods presented. Long-term intercompany financing, including strategic financing, and centralized cash management arrangements were used to fund expansion or certain working capital needs. All adjustments relating to certain transactions among the Company, GE and GE entities, which include the transfer of the balance of cash to GE, transfer of the balance of cash held in centralized cash management arrangements to GE, settlement of certain intercompany debt between the Company and GE or GE entities, and pushdown of all costs of doing business that were paid on behalf of the Company by GE or GE entities, are excluded from the asset and liability balances in the Combined Statement of Financial Position and are reported within Net parent investment as a component of equity.

Transfer of Tax Credits to GE. Under the Inflation Reduction Act of 2022, which went into effect in 2023, we generate advanced manufacturing credits in our Wind business. These credits are transferrable and are not reliant on a tax liability to be realized. We recognized advance manufacturing credits of $23 million and $26 million for the three months ended March 31, 2024 and 2023, respectively. During the first quarter of 2024, we received cash of $249 million from GE for credits generated since the credits became available in 2023.

Aero Alliance. Aero Alliance is our joint venture with Baker Hughes Company that supports our customers through the fulfillment of aeroderivative engines, spare parts, repairs, and maintenance services. Purchases of parts and services from the joint venture were $151 million and $118 million for the three months ended March 31, 2024 and 2023, respectively. The Company owed Aero Alliance $56 million and $34 million as of March 31, 2024 and December 31, 2023, respectively. These amounts have been recorded in Due to related parties on the Combined Statement of Financial Position.

Prolec GE. Prolec GE is our joint venture with Xignux, which manufactures a wide range of transformers available for generation, transmission, and distribution applications. To fund a historical acquisition, Prolec GE issued notes that include certain change in control provisions that allow the note holders to accept prepayment of such notes by Prolec GE as a result of the GE Vernova Spin-Off. If some or all of the note holders accept to receive prepayment of the outstanding notes, Prolec GE will need to refinance the notes. The Company intends to assist Prolec GE in refinancing the notes with another third party lender. However, the Company may be required to provide financing to Prolec GE to satisfy the prepayment conditions if other refinancing options are not obtained prior to the note holders calling such notes. The maximum commitment as of March 31, 2024 is $300 million. GE Vernova is obligated to pay any reasonable costs incurred by Prolec GE to obtain consents from note holders confirming a change in control without redemption, or to refinance the notes.

Financial Services Investments. Our Financial Services business invests in project infrastructure entities where we do not hold a controlling financial interest, including renewable tax equity vehicles. These entities generally purchase equipment from our Wind and Power segments, and we have recognized $4 million and $21 million of revenues for the three months ended March 31, 2024 and 2023, respectively, for sales to these entities. See Note 11 for further information.

XML

SEGMENT INFORMATION

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

SEGMENT INFORMATION

The following table disaggregates total revenues to external customers for sales of equipment and sales of services by segment:

	Three months ended March 31
	2024						2023
	Equipment		Services		Total		Equipment		Services		Total
Power	$	1,185	$	2,823	$	4,007	$	1,165	$	2,615	$	3,780
Wind	1,227		407		1,634		1,414		336		1,750
Electrification	1,203		403		1,606		908		381		1,289
Other	2		10		12		2		—		3
Total revenues	$	3,617	$	3,642	$	7,260	$	3,489	$	3,333	$	6,822

Intersegment sales were $78 million and $90 million for the three months ended March 31, 2024 and 2023, respectively. Intersegment revenues are recognized on the same basis of accounting as such revenue is recognized on a combined basis.

TOTAL SEGMENT REVENUES BY BUSINESS UNIT	Three months ended March 31
	2024		2023
Gas Power	$	3,041	$	2,882
Nuclear Power	229		221
Hydro Power	181		178
Steam Power	584		540
Power	$	4,035	$	3,821
Onshore Wind	$	1,059	$	1,422
Offshore Wind	441		249
LM Wind Power	139		80
Wind	$	1,639	$	1,751
Grid Solutions	$	1,109	$	835
Power Conversion	235		183
Electrification Software	206		218
Solar & Storage Solutions	101		95
Electrification	$	1,651	$	1,331
Total segment revenues	$	7,325	$	6,903

SEGMENT EBITDA	Three months ended March 31
	2024		2023
Power	$	345	$	177
Wind	(173)		(260)
Electrification	66		(30)
	$	238	$	(113)
Corporate and other(a)	(49)		(72)
Restructuring and other charges	(148)		(110)
Purchases and sales of business interests	(5)		—
Non-operating benefit income	134		139
Depreciation and amortization(b)	(209)		(204)
Interest and other financial charges – net	(4)		(9)
Benefit (provision) for income taxes	(64)		22
Net income (loss)	$	(106)	$	(346)

(a) Includes interest and other financial charges of $10 million and $12 million and benefit for income taxes of $54 million and $47 million for the three months ended March 31, 2024 and 2023, respectively, related to the Financial Services business as this business is managed on an after-tax basis due to its strategic investments in renewable energy tax equity vehicles.

(b) Excludes depreciation and amortization expense related to Restructuring and other charges.

XML

SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

24. SUBSEQUENT EVENTS. On April 2, 2024, the Spin-Off was completed through the Distribution and the Company began trading as an independent, publicly traded company under the stock symbol “GEV” on the New York Stock Exchange.

In connection with the Spin-Off, the Company entered into or adopted agreements that provide a framework for the relationship between the Company and GE, including, but not limited to the following:

•Separation and Distribution Agreement – sets forth the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between the Company and GE following the Distribution, including procedures with respect to claims subject to indemnification and related matters.

•Transition Services Agreement – governs all matters relating to the provision of services between the Company and GE on a transitional basis. The services the Company receives include support for digital technology, human resources, supply chain, finance, and real estate services, among others. The services are generally intended to be provided for a period no longer than two years following the Spin-Off.

•Tax Matters Agreement (TMA) – governs the respective rights, responsibilities, and obligations between the Company and GE with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Distribution that would prevent the Distribution from qualifying as tax-free for U.S. federal income tax purposes, including limitations on our ability to pursue certain strategic transactions. The TMA specifies the portion of tax liability for which the Company will bear contractual responsibility, and the Company and GE will each agree to indemnify each other against any amounts for which such indemnified party is not responsible.

•Employee Matters Agreement – addresses certain employment, compensation, and benefits matters, including the allocation of employees between the Company and GE and the allocation and treatment of certain assets and liabilities relating to our employees and former employees.

•Trademark License Agreement – governs the rights and obligations between the Company and GE related to the use of certain of GE's trademarks.

•Intellectual Property Cross License Agreement – governs the rights and obligations between the Company and GE related to the allocation, license, and use of certain intellectual property rights, including certain patent rights.

•Real Estate Matters Agreement – governs the allocation and transfer of real estate between the Company and GE and the colocation of the Company and GE following the Spin-Off.

•Framework Investment Agreement – sets forth, as between the Company and GE, the treatment of certain existing tax equity investments and certain existing commitments to fund tax equity and tax incentivized investments in U.S. onshore wind energy related projects that were arranged by our Financial Services business as well as under which new future tax equity investments will be made over the two years following the Spin-Off.

•Adoption of Incentive Plans – adopted (a) the GE Vernova Inc. 2024 Long-Term Incentive Plan (the GE Vernova LTIP) and (b) the GE Vernova Inc. Mirror 2022 Long-Term Incentive Plan and the GE Vernova Inc. Mirror 2007 Long-Term Incentive Plan (collectively, the GE Vernova Mirror LTIPs), in each case, effective as of the Distribution Date. The GE Vernova Mirror LTIPs were adopted to assume the converted awards of stock options and restricted stock units (including performance stock units) held by employees of GE Vernova or one of its subsidiaries, including those held by our executive officers, in each case as a result of the Spin-Off. Grants of equity awards made after the Spin-Off to our executive officers and other employees will be made under the GE Vernova LTIP. The GE Vernova LTIP and the GE Vernova Mirror LTIPs became effective as of the Distribution Date.

Following the Spin-Off, GE has remaining contracts entered into on behalf of GE Vernova, parent company guarantees, surety bonds, letters of credit, or similar instruments of credit support currently provided by or through GE or any of its subsidiaries for the benefit of us or any of our subsidiaries and similar credit support for non-customer related activities of GE Vernova (collectively, the GE credit support). Under the Separation and Distribution Agreement, the Company is obligated to use reasonable best efforts to terminate or replace, and obtain a full release of GE’s obligations under, all such credit support. Beginning in 2025, we will pay a quarterly fee to GE based on amounts related to the GE credit support. We are subject to other contractual restrictions and requirements while GE continues to be obligated under such credit support on behalf of GE Vernova. While GE remains obligated under a contract or instrument, GE Vernova will be obligated to indemnify GE for credit support related payments that GE is required to make.

In connection with the Spin-Off, GE contributed cash of $515 million to GE Vernova to fund future operations and transferred restricted cash of $325 million to us such that the Company’s cash balance upon completion of the Spin-Off was approximately $4,200 million. The additional cash of $325 million transferred is restricted in connection with certain legal matters related to legacy GE operations, and a corresponding indemnification liability was recorded at the time of Spin-Off that reflects the use of these funds to settle any associated obligations and the return of any remaining cash to GE in a future reporting period once resolved.

On April 2, 2024, the Company entered into a credit agreement providing for a five-year unsecured revolving credit facility in an aggregate committed amount of $3,000 million. The facility was not utilized at the closing of the Spin-Off, however, we expect to use this facility to fund our near-term intra-quarter working capital needs. In addition, the Company entered into a standby letter of credit and bank guarantee facility providing for a five-year trade finance facility in an aggregate committed amount of $3,000 million. The trade finance facility is not expected to be utilized and will not provide direct liquidity to GE Vernova.

XML

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net income (loss) attributable to GE Vernova	$ (130)	$ (315)

XML

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation. The unaudited combined financial statements have been derived from the consolidated financial statements and accounting records of GE, including the historical cost basis of assets and liabilities comprising the Company, as well as the historical revenues, direct costs, and allocations of indirect costs attributable to the operations of the Company, using the historical accounting policies applied by GE. These unaudited combined financial statements do not purport to reflect what the results of operations, comprehensive income, financial position, or cash flows would have been had the Company operated as a separate, stand-alone entity during the periods presented.

We have prepared the accompanying unaudited combined financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. Accordingly, certain information related to our significant accounting policies and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted. These unaudited combined financial statements reflect, in the opinion of management, all material adjustments (which include only normally recurring adjustments) necessary to fairly state, in all material respects, our financial position, results of operations, and cash flows for the periods presented. These unaudited combined financial statements should be read in conjunction with our audited combined financial statements, corresponding notes, and significant accounting policies for the year ended December 31, 2023, included in our information statement dated March 8, 2024, which was furnished as Exhibit 99.1 to a Current Report on Form 8-K furnished with the SEC on March 8, 2024 (the Information Statement). The information presented in tables throughout the footnotes is presented in millions of U.S. dollars unless otherwise stated. Certain columns and rows may not add due to the use of rounded numbers. Percentages presented are calculated from the underlying numbers in millions.

Consolidation

All intercompany balances and transactions within the Company have been eliminated in the combined financial statements. As described in Note 22, transactions between the Company and GE have been included in these combined financial statements. Certain financing transactions with GE are deemed to have been settled immediately through Net parent investment in the Combined Statement of Financial Position and are accounted for as a financing activity in the Combined Statement of Cash Flows as Transfers from (to) Parent.

The Combined Statement of Financial Position reflects all of the assets and liabilities of GE that are specifically identifiable as being directly attributable to the Company, including Net parent investment as a component of equity. Net parent investment represents GE’s historical investment in the Company and includes accumulated net income and losses attributable to the Company and the net effect of transactions with GE and its subsidiaries.

GE used a centralized approach to cash management and financing of its operations. These arrangements may not be reflective of the way the Company would have financed its operations had it been a separate, stand-alone entity during the periods presented. The GE centralized cash management arrangements are excluded from the asset and liability balances in the Combined Statement of Financial Position. These amounts have instead been included in Net parent investment as a component of equity. GE’s third-party debt and, unless specifically attributable, the related interest expense, has not been attributed to the Company because the Company is not the legal obligor of the debt and the borrowings are not specifically identifiable to the Company. See Note 22 for further information.

The Combined Statement of Income (Loss) includes expense allocations for certain corporate, infrastructure, and shared services expenses provided by GE on a centralized basis (GE Corporate Costs), including, but not limited to, finance, supply chain, human resources, information technology, insurance, employee benefits, and other expenses that are either specifically identifiable or clearly applicable to the Company. These expenses have been allocated to the Company on the basis of direct usage when identifiable, with the remainder allocated on a pro rata basis using an applicable measure of headcount, revenue, or other allocation methodologies that are considered to be a reasonable reflection of the utilization of services provided or the benefit received by GE Vernova during the periods presented. However, the GE Corporate Costs allocations may not be indicative of the actual expense that would have been incurred had the Company operated as an independent, stand-alone public entity, nor are they indicative of the Company’s future expenses.

Estimates and Assumptions

Estimates and Assumptions. The preparation of the combined financial statements in conformity with U.S. GAAP requires management to make estimates based on assumptions about current, and for some estimates, future, economic and market conditions which affect reported amounts and related disclosures in the combined financial statements. We believe these assumptions to be reasonable under the circumstances and although our current estimates contemplate current and expected future conditions, as applicable, it is reasonably possible that actual conditions could differ from our expectations, which could materially affect our results of operations, financial position, and cash flows.

Estimates are used for, but are not limited to, determining revenues from contracts with customers, recoverability of inventory, long-lived assets and investments, valuation of goodwill and intangible assets, useful lives used in depreciation and amortization, income taxes and related valuation allowances, accruals for contingencies including legal, product warranties, and environmental, actuarial assumptions used to determine costs of pension and postretirement benefits, valuation and recoverability of receivables, valuation of derivatives, and valuation of assets acquired and liabilities assumed as a result of acquisitions.

XML

DISPOSITIONS AND BUSINESSES HELD FOR SALE (Tables)

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Financial Information for Assets and Liabilities of Businesses Held for Sale

The major components of assets and liabilities of the business held for sale in the Company’s Combined Statement of Financial Position are summarized as follows:

ASSETS AND LIABILITIES OF BUSINESS HELD FOR SALE	March 31, 2024		December 31, 2023
Cash and cash equivalents	$	72	$	603
Current receivables, inventories, and contract assets	633		551
Property, plant, and equipment and intangibles – net	236		237
Other assets	52		53
Assets of business held for sale	$	993	$	1,444
Contract liabilities and deferred income	$	964	$	1,001
Accounts payable and equipment project payables	218		177
Other liabilities	290		270
Liabilities of business held for sale	$	1,472	$	1,448

XML

CURRENT AND LONG-TERM RECEIVABLES (Tables)

3 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Schedule of Receivables

CURRENT RECEIVABLES – NET	March 31, 2024		December 31, 2023
Customer receivables	$	5,590	$	5,952
Non-income based tax receivables	1,101		1,048
Supplier advances and other receivables	817		924
Other receivables	$	1,917	$	1,972
Allowance for credit losses	(516)		(515)
Total current receivables – net	$	6,992	$	7,409

Activity in the allowance for credit losses related to current receivables for the three months ended March 31, 2024 and 2023, respectively, consists of the following:

ALLOWANCE FOR CREDIT LOSSES	2024		2023
Balance as of January 1	$	515	$	674
Net additions (releases) charged to costs and expenses	(1)		(6)
Write-offs, net	—		(24)
Foreign exchange and other	2		7
Balance as of March 31	$	516	$	651

LONG-TERM RECEIVABLES	March 31, 2024		December 31, 2023
Long-term customer receivables	$	300	$	316
Supplier advances	239		243
Non-income based tax receivables	134		136
Other receivables	198		190
Allowance for credit losses	(177)		(184)
Total long-term receivables – net	$	694	$	701

XML

INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS (Tables)

3 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

	March 31, 2024		December 31, 2023
Raw materials and work in process	$	5,006	$	4,685
Finished goods	2,724		2,514
Deferred inventory costs(a)	1,129		1,054
Inventories, including deferred inventory costs	$	8,859	$	8,253

(a) Represents cost deferral for shipped goods (such as components for wind turbine assemblies in our Wind segment) and labor and overhead costs on time and material service contracts (primarily originating in our Power segment) and other costs where the criteria for revenue recognition have not yet been met.

XML

PROPERTY, PLANT AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

	March 31, 2024		December 31, 2023
Original cost	$	12,105	$	11,907
Less: Accumulated depreciation and amortization	(7,552)		(7,347)
Right-of-use operating lease assets	672		668
Property, plant, and equipment – net	$	5,224	$	5,228

XML

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

GOODWILL	Power		Wind		Electrification		Total
Balance as of January 1, 2024	$	308	$	3,204	$	925	$	4,437
Currency exchange and other	4		(34)		(4)		(34)
Balance as of March 31, 2024	$	311	$	3,170	$	921	$	4,403

XML

CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME (Tables)

3 Months Ended

Mar. 31, 2024

Contractors [Abstract]

Schedule of Contract with Customer, Asset and Liability

CONTRACT AND OTHER DEFERRED ASSETS
As of March 31, 2024	Power		Wind		Electrification		Total
Contractual service agreement assets	$	5,167	$	—	$	—	$	5,167
Equipment and other service agreement assets	1,693		614		1,105		3,412
Current contract assets	$	6,859	$	614	$	1,105	$	8,579
Non-current contract and other deferred assets(a)	609		13		11		633
Total contract and other deferred assets	$	7,469	$	627	$	1,116	$	9,212

As of December 31, 2023	Power		Wind		Electrification		Total
Contractual service agreement assets	$	5,201	$	—	$	—	$	5,201
Equipment and other service agreement assets	1,679		392		1,067		3,138
Current contract assets	$	6,880	$	392	$	1,067	$	8,339
Non-current contract and other deferred assets(a)	602		14		5		621
Total contract and other deferred assets	$	7,482	$	406	$	1,072	$	8,960

(a) Primarily represents amounts due from customers at Gas Power for the sale of services upgrades, which we collect through incremental fixed or usage-based fees from servicing the equipment under contractual service agreements.

CONTRACT LIABILITIES AND DEFERRED INCOME
As of March 31, 2024	Power		Wind		Electrification		Total
Contractual service agreement liabilities	$	1,804	$	—	$	—	$	1,804
Equipment and other service agreement liabilities	5,980		5,134		2,664		13,777
Current deferred income	11		207		120		339
Contract liabilities and current deferred income	$	7,795	$	5,341	$	2,784	$	15,919
Non-current deferred income	45		122		29		195
Total contract liabilities and deferred income	$	7,839	$	5,463	$	2,813	$	16,115

As of December 31, 2023
Contractual service agreement liabilities	$	1,810	$	—	$	—	$	1,810
Equipment and other service agreement liabilities	5,732		4,819		2,352		12,903
Current deferred income	20		228		113		361
Contract liabilities and current deferred income	$	7,562	$	5,047	$	2,465	$	15,074
Non-current deferred income	48		90		35		173
Total contract liabilities and deferred income	$	7,610	$	5,137	$	2,500	$	15,247

XML

EQUITY METHOD INVESTMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Equity Method Investments

	Equity method investment balance				Equity method income (loss)
					Three months ended March 31
	March 31, 2024		December 31, 2023		2024		2023
Power	$	1,011	$	1,003	$	11	$	11
Wind	47		46		1		(3)
Electrification	820		788		30		13
Corporate(a)	1,769		1,718		2		(90)
Total	$	3,647	$	3,555	$	44	$	(70)

(a) Includes renewable energy tax equity investments within our Financial Services business of $1,244 million and $1,227 million as of March 31, 2024 and December 31, 2023, respectively, in limited liability companies that generate renewable energy tax credits. Tax benefits related to these investments of $53 million and $43 million were recognized during the three months ended March 31, 2024 and 2023, respectively, in Provision (benefit) for income taxes in the Combined Statement of Income (Loss). In connection with the Spin-Off, these investments and any tax attributes from historical tax equity investing activity were retained by GE.

XML

ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES (Tables)

3 Months Ended

Mar. 31, 2024

Payables and Accruals [Abstract]

Schedule of Accounts Payable and Equipment Project Payables

	March 31, 2024		December 31, 2023
Trade payables	$	4,330	$	4,701
Supply chain finance programs	1,672		1,642
Equipment project payables	1,039		1,096
Non-income based tax payables	468		461
Accounts payable and equipment project payables	$	7,509	$	7,900

XML

POSTRETIREMENT BENEFIT PLANS (Tables)

3 Months Ended

Mar. 31, 2024

Retirement Benefits [Abstract]

Schedule of Net Benefit Costs

The components of benefit plans cost (income) other than the service cost are included in the caption Non-operating benefit income in our Combined Statement of Income (Loss).

	2024						2023
Three months ended March 31	Principal pension		Other pension		Principal retiree benefit		Principal pension		Other pension		Principal retiree benefit
Service cost – operating	$	6	$	8	$	1	$	6	$	9	$	2
Interest cost	135		57		9		141		61		10
Expected return on plan assets	(184)		(84)		—		(189)		(86)		—
Amortization of net loss (gain)	(46)		8		(11)		(51)		1		(11)
Amortization of prior service cost (credit)	2		(2)		(15)		1		(1)		(15)
Curtailment/settlement gain	—		—		—		—		(3)		—
Non-operating benefit costs (income)	$	(93)	$	(21)	$	(17)	$	(98)	$	(28)	$	(16)
Net periodic expense (income)	$	(87)	$	(13)	$	(16)	$	(92)	$	(19)	$	(14)

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) (Tables)

3 Months Ended

Mar. 31, 2024

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

	Currency translation adjustment		Benefit plans		Cash flow hedges		Total AOCI
Balance as of January 1, 2024	$	(1,335)	$	674	$	26	$	(635)
AOCI before reclasses – net of taxes of $(13), $(15), and $—(a)	11		—		(5)		7
Reclasses from AOCI – net of taxes of $—, $(1), and $—	—		(67)		13		(54)
Less: AOCI attributable to noncontrolling interests	—		2		—		2
Balance as of March 31, 2024	$	(1,324)	$	604	$	34	$	(686)
Balance as of January 1, 2023	$	(1,445)	$	32	$	(43)	$	(1,456)
Transfer or allocation of benefit plans – net of taxes of $—, $70, and $—	—		1,702		—		1,702
AOCI before reclasses – net of taxes of $—, $12, and $—	44		34		12		90
Reclasses from AOCI – net of taxes of $—, $—, and $—	18		(78)		5		(54)
Less: AOCI attributable to noncontrolling interests	(1)		(2)		—		(3)
Balance as of March 31, 2023	$	(1,381)	$	1,692	$	(26)	$	285

(a) Currency translation adjustment includes $39 million of accumulated other comprehensive income (loss) allocated to GE Vernova in connection with the Spin-Off.

XML

OTHER INCOME (EXPENSE) - NET (Tables)

3 Months Ended

Mar. 31, 2024

Other Income and Expenses [Abstract]

Schedule of Other Income (Expense)

	Three months ended March 31
	2024		2023
Equity method investment income (loss) (Note 11)	$	44	$	(70)
Purchases and sales of business interests	(3)		2
Derivative instruments (Note 18)	(3)		(22)
Licensing income	11		9
Other – net	25		16
Total other income (expense) – net	$	73	$	(64)

XML

FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Fair Value of Derivative Assets

The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:

GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS

As of March 31, 2024	Gross Notional		All other current assets		All other assets		All other current liabilities		All other liabilities
Foreign currency exchange contracts accounted for as hedges	$	4,635	$	32	$	104	$	35	$	44
Foreign currency exchange contracts	41,004		307		138		310		118
Commodity and other contracts	477		10		21		12		2
Derivatives not accounted for as hedges	41,481		317		159		322		120
Total gross derivatives	$	46,117	$	349	$	263	$	357	$	164
Netting adjustment(a)			$	(274)	$	(130)	$	(273)	$	(130)
Net derivatives recognized in the Combined Statement of Financial Position			$	74	$	133	$	85	$	34
As of December 31, 2023
Foreign currency exchange contracts accounted for as hedges	$	5,035	$	39	$	91	$	28	$	41
Foreign currency exchange contracts	33,832		361		169		364		142
Commodity and other contracts	476		10		8		16		1
Derivatives not accounted for as hedges	34,308		371		177		380		143
Total gross derivatives	$	39,343	$	410	$	268	$	408	$	184
Netting adjustment(a)			$	(334)	$	(150)	$	(334)	$	(150)
Net derivatives recognized in the Combined Statement of Financial Position			$	76	$	118	$	74	$	34

(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts include fair value adjustments related to our own and counterparty non-performance risk.

Schedule of Fair Value of Derivative Liabilities

The following table presents the gross fair values of our outstanding derivative instruments as of the dates indicated:

GROSS FAIR VALUE OF OUTSTANDING DERIVATIVE INSTRUMENTS

As of March 31, 2024	Gross Notional		All other current assets		All other assets		All other current liabilities		All other liabilities
Foreign currency exchange contracts accounted for as hedges	$	4,635	$	32	$	104	$	35	$	44
Foreign currency exchange contracts	41,004		307		138		310		118
Commodity and other contracts	477		10		21		12		2
Derivatives not accounted for as hedges	41,481		317		159		322		120
Total gross derivatives	$	46,117	$	349	$	263	$	357	$	164
Netting adjustment(a)			$	(274)	$	(130)	$	(273)	$	(130)
Net derivatives recognized in the Combined Statement of Financial Position			$	74	$	133	$	85	$	34
As of December 31, 2023
Foreign currency exchange contracts accounted for as hedges	$	5,035	$	39	$	91	$	28	$	41
Foreign currency exchange contracts	33,832		361		169		364		142
Commodity and other contracts	476		10		8		16		1
Derivatives not accounted for as hedges	34,308		371		177		380		143
Total gross derivatives	$	39,343	$	410	$	268	$	408	$	184
Netting adjustment(a)			$	(334)	$	(150)	$	(334)	$	(150)
Net derivatives recognized in the Combined Statement of Financial Position			$	76	$	118	$	74	$	34

(a) The netting of derivative receivables and payables is permitted when a legally enforceable master netting agreement exists. Amounts include fair value adjustments related to our own and counterparty non-performance risk.

Schedule of Derivative Instruments in OCI

PRE-TAX GAINS (LOSSES) RECOGNIZED IN OCI RELATED TO CASH FLOW AND NET INVESTMENT HEDGES

	Three months ended March 31
	2024		2023
Cash flow hedges	$	13	$	8
Net investment hedges	2		(5)

Schedule of Derivative Instruments in Earnings

The table below shows the effect of our derivative financial instruments in the Combined Statement of Income (Loss):

	2024
Three months ended March 31	Sales of equipment and services		Cost of equipment and services		Selling, general, and administrative expense		Other income (expense) – net
Total amount of income and expense in the Combined Statement of Income (Loss)	$	7,260	$	6,109	$	1,202	$	73
Foreign currency exchange contracts	(4)		9		—		—
Interest rate contracts	—		—		—		—
Effects of cash flow hedges	$	(4)	$	9	$	—	$	—
Foreign currency exchange contracts	—		29		(5)		(3)
Commodity and other contracts	—		—		(11)		—
Effect of derivatives not designated as hedges	$	—	$	29	$	(16)	$	(3)

	2023
Three months ended March 31	Sales of equipment and services		Cost of equipment and services		Selling, general, and administrative expense		Other income (expense) – net
Total amount of income and expense in the Combined Statement of Income (Loss)	$	6,822	$	5,903	$	1,186	$	(64)
Foreign currency exchange contracts	(4)		—		—		—
Interest rate contracts	—		—		—		—
Effects of cash flow hedges	$	(4)	$	—	$	—	$	—
Foreign currency exchange contracts	2		28		(1)		(22)
Commodity and other contracts	—		10		—		—
Effect of derivatives not designated as hedges	$	2	$	38	$	(1)	$	(22)

XML

RESTRUCTURING CHARGES AND SEPARATION COSTS (Tables)

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring and Related Costs

This table is inclusive of all restructuring charges and the charges are shown below for the business where they originated. Separately, in our reported segment results, major restructuring programs are excluded from measurement of segment operating performance for internal and external purposes; those excluded amounts are reported in Restructuring and other charges. See Note 23 for further information.

RESTRUCTURING AND OTHER CHARGES	Three months ended March 31
	2024		2023
Workforce reductions	$	76	$	45
Plant closures and associated costs and other asset write-downs	66		57
Acquisition/disposition net charges and other	5		10
Total restructuring and other charges	$	147	$	113
Cost of equipment and services	$	104	$	32
Selling, general, and administrative expenses	42		80
Total restructuring and other charges	$	147	$	113
Power	$	48	$	21
Wind	89		52
Electrification	10		30
Other	—		11
Total restructuring and other charges(a)	$	147	$	113

(a) Includes $68 million and $66 million primarily in non-cash impairment, accelerated depreciation, and other charges for the three months ended March 31, 2024 and 2023, respectively, not reflected in the liability table below.

RESTRUCTURING LIABILITIES	2024		2023
Balance as of January 1	$	276	$	283
Additions	78		46
Payments	(61)		(67)
Foreign exchange and other	(4)		5
Balance as of March 31	$	289	$	267

XML

SEGMENT INFORMATION (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Operating Segments

The following table disaggregates total revenues to external customers for sales of equipment and sales of services by segment:

	Three months ended March 31
	2024						2023
	Equipment		Services		Total		Equipment		Services		Total
Power	$	1,185	$	2,823	$	4,007	$	1,165	$	2,615	$	3,780
Wind	1,227		407		1,634		1,414		336		1,750
Electrification	1,203		403		1,606		908		381		1,289
Other	2		10		12		2		—		3
Total revenues	$	3,617	$	3,642	$	7,260	$	3,489	$	3,333	$	6,822

TOTAL SEGMENT REVENUES BY BUSINESS UNIT	Three months ended March 31
	2024		2023
Gas Power	$	3,041	$	2,882
Nuclear Power	229		221
Hydro Power	181		178
Steam Power	584		540
Power	$	4,035	$	3,821
Onshore Wind	$	1,059	$	1,422
Offshore Wind	441		249
LM Wind Power	139		80
Wind	$	1,639	$	1,751
Grid Solutions	$	1,109	$	835
Power Conversion	235		183
Electrification Software	206		218
Solar & Storage Solutions	101		95
Electrification	$	1,651	$	1,331
Total segment revenues	$	7,325	$	6,903

SEGMENT EBITDA	Three months ended March 31
	2024		2023
Power	$	345	$	177
Wind	(173)		(260)
Electrification	66		(30)
	$	238	$	(113)
Corporate and other(a)	(49)		(72)
Restructuring and other charges	(148)		(110)
Purchases and sales of business interests	(5)		—
Non-operating benefit income	134		139
Depreciation and amortization(b)	(209)		(204)
Interest and other financial charges – net	(4)		(9)
Benefit (provision) for income taxes	(64)		22
Net income (loss)	$	(106)	$	(346)

(a) Includes interest and other financial charges of $10 million and $12 million and benefit for income taxes of $54 million and $47 million for the three months ended March 31, 2024 and 2023, respectively, related to the Financial Services business as this business is managed on an after-tax basis due to its strategic investments in renewable energy tax equity vehicles.

(b) Excludes depreciation and amortization expense related to Restructuring and other charges.

XML

ORGANIZATION AND BASIS OF PRESENTATION (Details) - $ / shares	Apr. 02, 2024	Mar. 31, 2024
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sale of stock, number of shares issued		100
Sale of stock, price per share (in dollars per share)		$ 1.00
Subsequent event
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Sale of stock, number of shares issued	274,000,000

XML

DISPOSITIONS AND BUSINESSES HELD FOR SALE (Details) - Held for sale - Steam business disposal - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Assets
Cash and cash equivalents	$ 72	$ 603
Current receivables, inventories, and contract assets	633	551
Property, plant, and equipment and intangibles – net	236	237
Other assets	52	53
Assets of business held for sale	993	1,444
Liabilities
Contract liabilities and deferred income	964	1,001
Accounts payable and equipment project payables	218	177
Other liabilities	290	270
Liabilities of business held for sale	$ 1,472	$ 1,448

XML

CURRENT AND LONG-TERM RECEIVABLES - Schedule of Current Receivables (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Allowance for credit losses	$ (516)	$ (515)	$ (651)	$ (674)
Nonrelated party
Accounts, Notes, Loans and Financing Receivable [Line Items]
Customer receivables	5,590	5,952
Non-income based tax receivables	1,101	1,048
Supplier advances and other receivables	817	924
Other receivables	1,917	1,972
Allowance for credit losses	(516)	(515)
Total current receivables – net	$ 6,992	$ 7,409

XML

CURRENT AND LONG-TERM RECEIVABLES - Schedule of Allowance for Credit Losses (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Allowance For Credit Losses [Roll Forward]
Beginning balance	$ 515	$ 674
Net additions (releases) charged to costs and expenses	(1)	(6)
Write-offs, net	0	(24)
Foreign exchange and other	2	7
Ending balance	$ 516	$ 651

XML

CURRENT AND LONG-TERM RECEIVABLES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Sale of current customer receivables	$ 221	$ 241
Gas Power business
Accounts, Notes, Loans and Financing Receivable [Line Items]
Sale of current customer receivables		$ 77

XML

CURRENT AND LONG-TERM RECEIVABLES - Schedule of Long-Term Receivables (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Long-term customer receivables	$ 300	$ 316
Supplier advances	239	243
Non-income based tax receivables	134	136
Other receivables	198	190
Allowance for credit losses	(177)	(184)
Total long-term receivables – net	$ 694	$ 701

XML

INVENTORIES, INCLUDING DEFERRED INVENTORY COSTS (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials and work in process	$ 5,006	$ 4,685
Finished goods	2,724	2,514
Deferred inventory costs	1,129	1,054
Inventories, including deferred inventory costs	$ 8,859	$ 8,253

XML

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Original cost	$ 12,105	$ 11,907
Less: Accumulated depreciation and amortization	(7,552)	(7,347)
Right-of-use operating lease assets	$ 672	$ 668
Operating Lease, Right-of-Use Asset, Statement of Financial Position	Property, plant, and equipment – net	Property, plant, and equipment – net
Property, plant, and equipment – net	$ 5,224	$ 5,228

XML

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation and amortization	$ 188	$ 176

XML

LEASES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Leases [Abstract]
Operating lease liability	$ 722		$ 718
Operating lease liability, current, balance sheet location	All other current liabilities (Note 14)		All other current liabilities (Note 14)
Operating lease liability, noncurrent, balance sheet location	All other liabilities (Note 14)		All other liabilities (Note 14)
Operating lease expense	$ 76	$ 76
Finance lease liability	$ 299		$ 311
Finance lease liability, current, balance sheet location	All other current liabilities (Note 14)		All other current liabilities (Note 14)
Finance lease liability, noncurrent, balance sheet location	All other liabilities (Note 14)		All other liabilities (Note 14)

XML

GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in Goodwill Balances (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Goodwill
Balance at beginning of period	$ 4,437
Currency exchange and other	(34)
Balance at end of period	4,403
Operating segments | Power
Goodwill
Balance at beginning of period	308
Currency exchange and other	4
Balance at end of period	311
Operating segments | Wind
Goodwill
Balance at beginning of period	3,204
Currency exchange and other	(34)
Balance at end of period	3,170
Operating segments | Electrification
Goodwill
Balance at beginning of period	925
Currency exchange and other	(4)
Balance at end of period	$ 921

XML

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Decrease in intangible assets	$ 52
Amortization of intangible assets	$ 63	$ 55

XML

CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME- Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Capitalized Contract Cost [Line Items]
Increase (decrease) in contract and other deferred assets	$ 252
Increase (decrease) in contract liabilities and deferred income	868
Increase (decrease) to net contractual service agreements due to billings	(1,173)
Increase (decrease) to net contractual service agreements due to net favorable (unfavorable) change in estimated profitability	(29)
Increase (decrease) to net contractual service agreements due to revenues recognized	1,174
Revenue recognized included in contract liability	2,747	$ 2,600
Performance obligations expected to be satisfied	116,293
Equipment
Capitalized Contract Cost [Line Items]
Performance obligations expected to be satisfied	$ 42,210
Equipment | Performance obligation satisfaction, period one | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Capitalized Contract Cost [Line Items]
Performance obligation expected to be satisfied (as a percent)	45.00%
Performance obligations expected to be satisfied, expected timing	1 year
Equipment | Performance obligation satisfaction, period two | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Capitalized Contract Cost [Line Items]
Performance obligation expected to be satisfied (as a percent)	71.00%
Performance obligations expected to be satisfied, expected timing	2 years
Equipment | Performance obligation satisfaction, period three | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Capitalized Contract Cost [Line Items]
Performance obligation expected to be satisfied (as a percent)	93.00%
Performance obligations expected to be satisfied, expected timing	5 years
Services
Capitalized Contract Cost [Line Items]
Performance obligations expected to be satisfied	$ 74,083
Services | Performance obligation satisfaction, period one | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Capitalized Contract Cost [Line Items]
Performance obligation expected to be satisfied (as a percent)	16.00%
Performance obligations expected to be satisfied, expected timing	1 year
Services | Performance obligation satisfaction, period two | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Capitalized Contract Cost [Line Items]
Performance obligation expected to be satisfied (as a percent)	52.00%
Performance obligations expected to be satisfied, expected timing	5 years
Services | Performance obligation satisfaction, period three | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Capitalized Contract Cost [Line Items]
Performance obligation expected to be satisfied (as a percent)	77.00%
Performance obligations expected to be satisfied, expected timing	10 years
Services | Performance obligation satisfaction, period four | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01
Capitalized Contract Cost [Line Items]
Performance obligation expected to be satisfied (as a percent)	91.00%
Performance obligations expected to be satisfied, expected timing	15 years

XML

CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME - Schedule of Contract Assets (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	$ 8,579	$ 8,339
Non-current contract and other deferred assets	633	621
Total contract and other deferred assets	9,212	8,960
Services
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	5,167	5,201
Equipment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	3,412	3,138
Power
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	6,859	6,880
Non-current contract and other deferred assets	609	602
Total contract and other deferred assets	7,469	7,482
Power | Services
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	5,167	5,201
Power | Equipment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	1,693	1,679
Wind
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	614	392
Non-current contract and other deferred assets	13	14
Total contract and other deferred assets	627	406
Wind | Services
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	0	0
Wind | Equipment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	614	392
Electrification
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	1,105	1,067
Non-current contract and other deferred assets	11	5
Total contract and other deferred assets	1,116	1,072
Electrification | Services
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	0	0
Electrification | Equipment
Accounts, Notes, Loans and Financing Receivable [Line Items]
Current contract assets	$ 1,105	$ 1,067

XML

CONTRACT AND OTHER DEFERRED ASSETS & CONTRACT LIABILITIES AND DEFERRED INCOME - Schedule of Contract Liabilities and Deferred Income (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Capitalized Contract Cost [Line Items]
Current deferred income	$ 339	$ 361
Contract liabilities and current deferred income	15,919	15,074
Non-current deferred income	195	173
Total contract liabilities and deferred income	16,115	15,247
Services
Capitalized Contract Cost [Line Items]
Service agreement liabilities	1,804	1,810
Equipment
Capitalized Contract Cost [Line Items]
Service agreement liabilities	13,777	12,903
Power
Capitalized Contract Cost [Line Items]
Current deferred income	11	20
Contract liabilities and current deferred income	7,795	7,562
Non-current deferred income	45	48
Total contract liabilities and deferred income	7,839	7,610
Power | Services
Capitalized Contract Cost [Line Items]
Service agreement liabilities	1,804	1,810
Power | Equipment
Capitalized Contract Cost [Line Items]
Service agreement liabilities	5,980	5,732
Wind
Capitalized Contract Cost [Line Items]
Current deferred income	207	228
Contract liabilities and current deferred income	5,341	5,047
Non-current deferred income	122	90
Total contract liabilities and deferred income	5,463	5,137
Wind | Services
Capitalized Contract Cost [Line Items]
Service agreement liabilities	0	0
Wind | Equipment
Capitalized Contract Cost [Line Items]
Service agreement liabilities	5,134	4,819
Electrification
Capitalized Contract Cost [Line Items]
Current deferred income	120	113
Contract liabilities and current deferred income	2,784	2,465
Non-current deferred income	29	35
Total contract liabilities and deferred income	2,813	2,500
Electrification | Services
Capitalized Contract Cost [Line Items]
Service agreement liabilities	0	0
Electrification | Equipment
Capitalized Contract Cost [Line Items]
Service agreement liabilities	$ 2,664	$ 2,352

XML

CURRENT AND ALL OTHER ASSETS (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Increase (decrease) in other current assets	$ 110
Increase (decrease) in prepaid taxes and deferred charges	79
Increase (decrease) in other assets	$ 75

XML

EQUITY METHOD INVESTMENTS (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Schedule of Equity Method Investments [Line Items]
Equity method investment balance	$ 3,647		$ 3,555
Equity method income (loss)	44	$ (70)
Provision (benefit) for income taxes	10	(69)
Operating segments | Power
Schedule of Equity Method Investments [Line Items]
Equity method investment balance	1,011		1,003
Equity method income (loss)	11	11
Operating segments | Wind
Schedule of Equity Method Investments [Line Items]
Equity method investment balance	47		46
Equity method income (loss)	1	(3)
Operating segments | Electrification
Schedule of Equity Method Investments [Line Items]
Equity method investment balance	820		788
Equity method income (loss)	30	13
Other
Schedule of Equity Method Investments [Line Items]
Equity method investment balance	1,769		1,718
Equity method income (loss)	2	(90)
Other | Financial Services
Schedule of Equity Method Investments [Line Items]
Provision (benefit) for income taxes	(54)	(47)
Other | Financial Services Business, renewable energy tax equity investments
Schedule of Equity Method Investments [Line Items]
Equity method investment balance	1,244		$ 1,227
Provision (benefit) for income taxes	$ (53)	$ (43)

XML

ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES - Schedule of Accounts Payable and Equipment Project Payables (Details) - Nonrelated party - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Supplier Finance Program [Line Items]
Trade payables	$ 4,330	$ 4,701
Supply chain finance programs	1,672	1,642
Equipment project payables	1,039	1,096
Non-income based tax payables	468	461
Accounts payable and equipment project payables	$ 7,509	$ 7,900

XML

ACCOUNTS PAYABLE AND EQUIPMENT PROJECT PAYABLES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Payables and Accruals [Abstract]
Supply chain finance program, payments	$ 779	$ 1,496

XML

POSTRETIREMENT BENEFIT PLANS - Effect on Operations of Pension Plans (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Principal pension
Defined Benefit Plan Disclosure [Line Items]
Service cost – operating	$ 6	$ 6
Interest cost	135	141
Expected return on plan assets	(184)	(189)
Amortization of net loss (gain)	(46)	(51)
Amortization of prior service cost (credit)	2	1
Curtailment/settlement gain	0	0
Non-operating benefit costs (income)	(93)	(98)
Net periodic expense (income)	(87)	(92)
Other pension
Defined Benefit Plan Disclosure [Line Items]
Service cost – operating	8	9
Interest cost	57	61
Expected return on plan assets	(84)	(86)
Amortization of net loss (gain)	8	1
Amortization of prior service cost (credit)	(2)	(1)
Curtailment/settlement gain	0	(3)
Non-operating benefit costs (income)	(21)	(28)
Net periodic expense (income)	(13)	(19)
Principal retiree benefit
Defined Benefit Plan Disclosure [Line Items]
Service cost – operating	1	2
Interest cost	9	10
Expected return on plan assets	0	0
Amortization of net loss (gain)	(11)	(11)
Amortization of prior service cost (credit)	(15)	(15)
Curtailment/settlement gain	0	0
Non-operating benefit costs (income)	(17)	(16)
Net periodic expense (income)	$ (16)	$ (14)

XML

POSTRETIREMENT BENEFIT PLANS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Retirement Benefits [Abstract]
Defined contribution plan costs	$ 35	$ 30

XML

CURRENT AND ALL OTHER LIABILITIES (Details) $ in Millions	3 Months Ended
	Mar. 31, 2024 USD ($)
Other Liabilities Disclosure [Abstract]
Increase (decrease) in other current liabilities	$ 47
Increase (decrease) in employee compensation and benefit liabilities	189
Increase (decrease) in short-term borrowings	(77)
Increase (decrease) in taxes payable	(74)
Increase (decrease) in other liabilities	(93)
Increase (decrease) in uncertain and other income taxes and related liabilities	$ (121)

XML

INCOME TAXES (Details)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate	(10.40%)	16.60%

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	$ 8,380	$ 11,607
Transfer or allocation of benefit plans – net of taxes		1,702
AOCI before reclass, net of taxes	7	90
Reclass from AOCI, net of taxes	(54)	(54)
Less: AOCI attributable to noncontrolling interests	2	(3)
Ending balance	9,980	10,412
Total AOCI
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(635)	(1,456)
Ending balance	(686)	285
Currency translation adjustment
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	(1,335)	(1,445)
Transfer or allocation of benefit plans – net of taxes		0
AOCI before reclass, net of taxes	11	44
Reclass from AOCI, net of taxes	0	18
Less: AOCI attributable to noncontrolling interests	0	(1)
Ending balance	(1,324)	(1,381)
Transfer or allocation of benefit plans, tax		0
Other comprehensive income (loss) before reclass, tax	(13)	0
Reclass from AOCI, taxes	0	0
Spin-Off related adjustments	39
Benefit plans
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	674	32
Transfer or allocation of benefit plans – net of taxes		1,702
AOCI before reclass, net of taxes	0	34
Reclass from AOCI, net of taxes	(67)	(78)
Less: AOCI attributable to noncontrolling interests	2	(2)
Ending balance	604	1,692
Transfer or allocation of benefit plans, tax		70
Other comprehensive income (loss) before reclass, tax	(15)	12
Reclass from AOCI, taxes	(1)	0
Cash flow hedges
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax
Beginning balance	26	(43)
Transfer or allocation of benefit plans – net of taxes		0
AOCI before reclass, net of taxes	(5)	12
Reclass from AOCI, net of taxes	13	5
Less: AOCI attributable to noncontrolling interests	0	0
Ending balance	34	(26)
Transfer or allocation of benefit plans, tax		0
Other comprehensive income (loss) before reclass, tax	0	0
Reclass from AOCI, taxes	$ 0	$ 0

XML

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) - Narrative (Details) - Subsequent event	Apr. 02, 2024 shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, distribution conversion ratio	0.25
Common stock, shares outstanding (in shares)	274,085,523

XML

OTHER INCOME (EXPENSE) - NET (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Other Income and Expenses [Abstract]
Equity method investment income (loss) (Note 11)	$ 44	$ (70)
Purchases and sales of business interests	(3)	2
Derivative instruments (Note 18)	(3)	(22)
Licensing income	11	9
Other – net	25	16
Total other income (expense) – net	$ 73	$ (64)

XML

FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Reclass from AOCI into earnings	$ 54	$ 54
AOCI related to net investment hedges	228
Gain (loss) from cash flow effectiveness	1	(5)
Cash flow hedges
Derivative Instruments, Gain (Loss) [Line Items]
Reclass from AOCI into earnings	$ (13)	$ (5)
Foreign currency contracts
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, remaining maturity (up to)	16 years
Cash flow hedges
Derivative Instruments, Gain (Loss) [Line Items]
AOCI, cash flow hedge, cumulative gain (loss)	$ 34
Pre-tax loss to be reclassified to earnings in next 12 months	$ 63
Maximum length of time hedged in cash flow hedge	11 years
Cash flow hedges | Non-consolidated joint ventures
Derivative Instruments, Gain (Loss) [Line Items]
AOCI, cash flow hedge, cumulative gain (loss)	$ 27
Minimum | Foreign currency contracts
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, term of contract	1 month
Maximum | Foreign currency contracts
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, term of contract	10 months
Carrying amount (net)
Derivative Instruments, Gain (Loss) [Line Items]
Loans and other receivables	$ 343		$ 328
Estimated fair value
Derivative Instruments, Gain (Loss) [Line Items]
Loans and other receivables	$ 339		$ 324

XML

FINANCIAL INSTRUMENTS - Schedule of Fair Value of Derivatives (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Derivative [Line Items]
Gross Notional	$ 46,117	$ 39,343
All other current assets
All other current assets
Gross derivatives	349	410
Netting adjustment	(274)	(334)
Net derivatives recognized in the Combined Statement of Financial Position	74	76
All other assets
All other current assets
Gross derivatives	263	268
Netting adjustment	(130)	(150)
Net derivatives recognized in the Combined Statement of Financial Position	133	118
All other current liabilities
All other current liabilities
Gross derivatives	357	408
Netting adjustment	(273)	(334)
Net derivatives recognized in the Combined Statement of Financial Position	85	74
All other liabilities
All other current liabilities
Gross derivatives	164	184
Netting adjustment	(130)	(150)
Net derivatives recognized in the Combined Statement of Financial Position	34	34
Derivatives accounted for as hedges
Derivative [Line Items]
Gross Notional	4,635	5,035
Derivatives accounted for as hedges | All other current assets
All other current assets
Gross derivatives	32	39
Derivatives accounted for as hedges | All other assets
All other current assets
Gross derivatives	104	91
Derivatives accounted for as hedges | All other current liabilities
All other current liabilities
Gross derivatives	35	28
Derivatives accounted for as hedges | All other liabilities
All other current liabilities
Gross derivatives	44	41
Derivatives not accounted for as hedges
Derivative [Line Items]
Gross Notional	41,481	34,308
Derivatives not accounted for as hedges | All other current assets
All other current assets
Gross derivatives	317	371
Derivatives not accounted for as hedges | All other assets
All other current assets
Gross derivatives	159	177
Derivatives not accounted for as hedges | All other current liabilities
All other current liabilities
Gross derivatives	322	380
Derivatives not accounted for as hedges | All other liabilities
All other current liabilities
Gross derivatives	120	143
Derivatives not accounted for as hedges | Foreign currency exchange contracts
Derivative [Line Items]
Gross Notional	41,004	33,832
Derivatives not accounted for as hedges | Foreign currency exchange contracts | All other current assets
All other current assets
Gross derivatives	307	361
Derivatives not accounted for as hedges | Foreign currency exchange contracts | All other assets
All other current assets
Gross derivatives	138	169
Derivatives not accounted for as hedges | Foreign currency exchange contracts | All other current liabilities
All other current liabilities
Gross derivatives	310	364
Derivatives not accounted for as hedges | Foreign currency exchange contracts | All other liabilities
All other current liabilities
Gross derivatives	118	142
Derivatives not accounted for as hedges | Commodity and other contracts
Derivative [Line Items]
Gross Notional	477	476
Derivatives not accounted for as hedges | Commodity and other contracts | All other current assets
All other current assets
Gross derivatives	10	10
Derivatives not accounted for as hedges | Commodity and other contracts | All other assets
All other current assets
Gross derivatives	21	8
Derivatives not accounted for as hedges | Commodity and other contracts | All other current liabilities
All other current liabilities
Gross derivatives	12	16
Derivatives not accounted for as hedges | Commodity and other contracts | All other liabilities
All other current liabilities
Gross derivatives	$ 2	$ 1

XML

FINANCIAL INSTRUMENTS - Effects of Derivatives on AOCI (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Gain (loss) recognized in OCI, cash flow hedges	$ 13	$ 8
Gain (loss) recognized in OCI, net investment hedges	$ 2	$ (5)

XML

FINANCIAL INSTRUMENTS - Effects of Derivatives on Earnings (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Sales	$ 7,260	$ 6,822
Cost of equipment and services sold	6,109	5,903
Selling, general, and administrative expense	1,202	1,186
Other income (expense) – net	73	(64)
Sales of equipment and services
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	(4)	(4)
Effect of derivatives not designated as hedges	0	2
Cost of equipment and services
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	9	0
Effect of derivatives not designated as hedges	29	38
Selling, general, and administrative expenses
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	(16)	(1)
Other income (expense) – net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	(3)	(22)
Foreign currency exchange contracts | Sales of equipment and services
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	(4)	(4)
Effect of derivatives not designated as hedges	0	2
Foreign currency exchange contracts | Cost of equipment and services
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	9	0
Effect of derivatives not designated as hedges	29	28
Foreign currency exchange contracts | Selling, general, and administrative expenses
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	(5)	(1)
Foreign currency exchange contracts | Other income (expense) – net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	(3)	(22)
Interest rate contracts | Sales of equipment and services
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	0	0
Interest rate contracts | Cost of equipment and services
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	0	10
Interest rate contracts | Selling, general, and administrative expenses
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	(11)	0
Interest rate contracts | Other income (expense) – net
Derivative Instruments and Hedging Activities Disclosures [Line Items]
Effects of cash flow hedges	0	0
Effect of derivatives not designated as hedges	$ 0	$ 0

XML

VARIABLE INTEREST ENTITIES (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Variable Interest Entity [Line Items]
Assets	$ 47,872	$ 46,121
Liabilities	37,892	37,741
Consolidated VIE
Variable Interest Entity [Line Items]
Assets	120	122
Liabilities	153	156
Unconsolidated VIEs
Variable Interest Entity [Line Items]
Assets	1,349	1,323
Unconsolidated VIEs | Financial Services
Variable Interest Entity [Line Items]
Assets	$ 1,293	$ 1,272

XML

COMMITMENTS, GUARANTEES, PRODUCT WARRANTIES, AND OTHER LOSS CONTINGENCIES (Details) - USD ($) $ in Millions	Mar. 31, 2024	Dec. 31, 2023
Guarantor Obligations [Line Items]
Investment commitments	$ 78
Unfunded lending commitments	547
Liability for product warranties	1,361	$ 1,414
Environmental remediation and worker exposure claims	125	127
Asset retirement obligation	581	581
Nuclear decommissioning obligations	518	519
Alstom legacy matters
Guarantor Obligations [Line Items]
Loss contingency accrual	391	$ 393
Credit support
Guarantor Obligations [Line Items]
Maximum exposure	888
Guarantee obligations, liability	10
Indemnification agreements
Guarantor Obligations [Line Items]
Maximum exposure	139
Guarantee obligations, liability	$ 11

XML

RESTRUCTURING AND OTHER CHARGES - Schedule of Restructuring and Other Charges (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 147	$ 113
Cost of equipment and services
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	104	32
Selling, general, and administrative expenses
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	42	80
Operating segments | Power
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	48	21
Operating segments | Wind
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	89	52
Operating segments | Electrification
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	10	30
Other
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	0	11
Workforce reductions
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	76	45
Plant closures and associated costs and other asset write-downs
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	66	57
Acquisition/disposition net charges and other
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	5	10
Non-cash asset impairment, accelerated depreciation and other charges
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 68	$ 66

XML

RESTRUCTURING AND OTHER CHARGES - Changes in Restructuring Liability (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restructuring Reserve [Roll Forward]
Beginning balance	$ 276	$ 283
Additions	78	46
Payments	(61)	(67)
Foreign exchange and other	(4)	5
Ending balance	$ 289	$ 267

XML

RESTRUCTURING AND OTHER CHARGES - Narrative (Details) $ in Millions	Oct. 31, 2022 USD ($)
Wind business restructuring program
Restructuring Cost and Reserve [Line Items]
Restructuring, expected cost	$ 600

XML

RELATED PARTIES (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Interest and other financial charges – net	$ 14	$ 21
Inflation Reduction Act, advanced manufacturing tax credit	23	26
Sales	7,260	6,822
Aero Alliance
Related Party Transaction [Line Items]
Purchases of products and services	151	118
Centralized services
Related Party Transaction [Line Items]
Related party transaction, amount	0	19
Information technology, finance, insurance and other services
Related Party Transaction [Line Items]
Related party transaction, amount	100	184
Employee medical insurance
Related Party Transaction [Line Items]
Related party transaction, amount	30	28
Tax credit reimbursement
Related Party Transaction [Line Items]
Related party transaction, amount	249
Related party
Related Party Transaction [Line Items]
Compensation expense	34	33
Interest and other financial charges – net	7	9
Accounts payable and equipment project payables	217		$ 532
Sales	4	$ 21
Related party | Aero Alliance
Related Party Transaction [Line Items]
Accounts payable and equipment project payables	56		$ 34
Related party | Prolec GE
Related Party Transaction [Line Items]
Note receivable, maximum committed amount	$ 300

XML

SEGMENT INFORMATION - Disaggregation of Revenue (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Sales	$ 7,260	$ 6,822
Equipment
Segment Reporting Information [Line Items]
Sales	3,617	3,489
Services
Segment Reporting Information [Line Items]
Sales	3,642	3,333
Operating segments | Power
Segment Reporting Information [Line Items]
Sales	4,007	3,780
Operating segments | Power | Equipment
Segment Reporting Information [Line Items]
Sales	1,185	1,165
Operating segments | Power | Services
Segment Reporting Information [Line Items]
Sales	2,823	2,615
Operating segments | Wind
Segment Reporting Information [Line Items]
Sales	1,634	1,750
Operating segments | Wind | Equipment
Segment Reporting Information [Line Items]
Sales	1,227	1,414
Operating segments | Wind | Services
Segment Reporting Information [Line Items]
Sales	407	336
Operating segments | Electrification
Segment Reporting Information [Line Items]
Sales	1,606	1,289
Operating segments | Electrification | Equipment
Segment Reporting Information [Line Items]
Sales	1,203	908
Operating segments | Electrification | Services
Segment Reporting Information [Line Items]
Sales	403	381
Other
Segment Reporting Information [Line Items]
Sales	12	3
Other | Equipment
Segment Reporting Information [Line Items]
Sales	2	2
Other | Services
Segment Reporting Information [Line Items]
Sales	$ 10	$ 0

XML

SEGMENT INFORMATION - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Sales	$ 7,260	$ 6,822
Intersegment
Segment Reporting Information [Line Items]
Sales	$ 78	$ 90

XML

SEGMENT INFORMATION - Segment Revenue by Business Unit (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Sales	$ 7,260	$ 6,822
Operating segments, inclusive of intersegment sales
Segment Reporting Information [Line Items]
Sales	7,325	6,903
Operating segments, inclusive of intersegment sales | Power
Segment Reporting Information [Line Items]
Sales	4,035	3,821
Operating segments, inclusive of intersegment sales | Power | Gas Power
Segment Reporting Information [Line Items]
Sales	3,041	2,882
Operating segments, inclusive of intersegment sales | Power | Nuclear Power
Segment Reporting Information [Line Items]
Sales	229	221
Operating segments, inclusive of intersegment sales | Power | Hydro Power
Segment Reporting Information [Line Items]
Sales	181	178
Operating segments, inclusive of intersegment sales | Power | Steam Power
Segment Reporting Information [Line Items]
Sales	584	540
Operating segments, inclusive of intersegment sales | Wind
Segment Reporting Information [Line Items]
Sales	1,639	1,751
Operating segments, inclusive of intersegment sales | Wind | Onshore Wind
Segment Reporting Information [Line Items]
Sales	1,059	1,422
Operating segments, inclusive of intersegment sales | Wind | Offshore Wind
Segment Reporting Information [Line Items]
Sales	441	249
Operating segments, inclusive of intersegment sales | Wind | LM Wind Power
Segment Reporting Information [Line Items]
Sales	139	80
Operating segments, inclusive of intersegment sales | Electrification
Segment Reporting Information [Line Items]
Sales	1,651	1,331
Operating segments, inclusive of intersegment sales | Electrification | Grid Solutions
Segment Reporting Information [Line Items]
Sales	1,109	835
Operating segments, inclusive of intersegment sales | Electrification | Power Conversion
Segment Reporting Information [Line Items]
Sales	235	183
Operating segments, inclusive of intersegment sales | Electrification | Electrification Software
Segment Reporting Information [Line Items]
Sales	206	218
Operating segments, inclusive of intersegment sales | Electrification | Solar & Storage Solutions
Segment Reporting Information [Line Items]
Sales	$ 101	$ 95

XML

SEGMENT INFORMATION - Segment EBITDA (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting Information [Line Items]
Restructuring and other charges	$ (147)	$ (113)
Interest and other financial charges – net	(14)	(21)
Benefit (provision) for income taxes	(10)	69
Net income (loss)	(106)	(346)
Operating segments
Segment Reporting Information [Line Items]
Segment EBITDA	238	(113)
Corporate and other
Segment Reporting Information [Line Items]
Other	(49)	(72)
Restructuring and other charges	0	(11)
Corporate and other | Financial Services
Segment Reporting Information [Line Items]
Interest and other financial charges – net	(10)	(12)
Benefit (provision) for income taxes	54	47
Segment reconciling items
Segment Reporting Information [Line Items]
Restructuring and other charges	(148)	(110)
Purchases and sales of business interests	(5)	0
Non-operating benefit income	134	139
Depreciation and amortization	(209)	(204)
Interest and other financial charges – net	(4)	(9)
Benefit (provision) for income taxes	(64)	22
Power | Operating segments
Segment Reporting Information [Line Items]
Segment EBITDA	345	177
Restructuring and other charges	(48)	(21)
Wind | Operating segments
Segment Reporting Information [Line Items]
Segment EBITDA	(173)	(260)
Restructuring and other charges	(89)	(52)
Electrification | Operating segments
Segment Reporting Information [Line Items]
Segment EBITDA	66	(30)
Restructuring and other charges	$ (10)	$ (30)

XML

SUBSEQUENT EVENTS (Details) - USD ($) $ in Millions		3 Months Ended
	Apr. 02, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Subsequent Event [Line Items]
Transfers from (to) Parent		$ 2,023	$ 708
Cash, cash equivalents, and restricted cash		$ 3,255	$ 2,073	$ 1,551	$ 2,067
Subsequent event
Subsequent Event [Line Items]
Transfers from (to) Parent	$ 515
Transfer from parent, restricted	325
Cash, cash equivalents, and restricted cash	$ 4,200
Subsequent event | Transition Services Agreement
Subsequent Event [Line Items]
Period following distribution date	2 years
Subsequent event | Tax Matters Agreement
Subsequent Event [Line Items]
Period following distribution date	2 years
Subsequent event | Framework Investment Agreement
Subsequent Event [Line Items]
Period following distribution date	2 years
Line of credit | Senior unsecured revolving credit facility | Subsequent event
Subsequent Event [Line Items]
Debt term	5 years
Maximum borrowing capacity	$ 3,000
Line of credit | Trade finance facility | Subsequent event
Subsequent Event [Line Items]
Debt term	5 years
Maximum borrowing capacity	$ 3,000