EX-10.1



 Exhibit 10.1 

Execution Version 
  

 
 Published CUSIP Number: 03063RAG3

 CREDIT AGREEMENT 
 among 

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., 

AMERICOLD REALTY TRUST, 
 The
Several Lenders and Letter of Credit Issuers from Time to Time Parties Hereto, 
 BANK OF AMERICA, N.A., 

as Administrative Agent, 
 JPMORGAN
CHASE BANK, N.A., 
 ROYAL BANK OF CANADA 

and 
 COÖOPERATIEVE RABOBANK
U.A., NEW YORK BRANCH, 
 as Syndication Agents 

and 
 COMPASS BANK, 

CITIZENS BANK, NATIONAL ASSOCIATION, 

REGIONS BANK 
 and 

SUNTRUST BANK, 
 as Documentation
Agents 
 Dated as of January 23, 2018 
  

 
 MERRILL LYNCH, PIERCE,
FENNER & SMITH INCORPORATED, 
 JPMORGAN CHASE BANK, N.A., 

RBC CAPITAL MARKETS 
 and 

COÖOPERATIEVE RABOBANK U.A., NEW YORK BRANCH, 

as Joint Lead Arrangers 
 and 

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, 

as Sole Bookrunner 
  







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE I DEFINITIONS	  	 	1	 
			
	 Section 1.1.
	 	Defined Terms	  	 	1	 
			
	 Section 1.2.
	 	Other Definitional Provisions	  	 	46	 
			
	 Section 1.3.
	 	Classifications of Loans	  	 	47	 
			
	 Section 1.4.
	 	Accounting Terms; GAAP	  	 	47	 
			
	 Section 1.5.
	 	Pro Forma Calculations	  	 	48	 
			
	 Section 1.6.
	 	Rounding	  	 	48	 
			
	 Section 1.7.
	 	Timing of Payment or Performance	  	 	48	 
			
	 Section 1.8.
	 	Times of Day; Rates	  	 	48	 
		
	ARTICLE II AMOUNT AND TERMS OF CREDIT	  	 	48	 
			
	 Section 2.1.
	 	Commitments	  	 	48	 
			
	 Section 2.2.
	 	Borrowings, Continuations and Conversions of Loans	  	 	49	 
			
	 Section 2.3.
	 	Swing Line Loans	  	 	51	 
			
	 Section 2.4.
	 	Administrative Agent’s Clawback	  	 	54	 
			
	 Section 2.5.
	 	Repayment of Loans	  	 	56	 
			
	 Section 2.6.
	 	Evidence of Debt	  	 	56	 
			
	 Section 2.7.
	 	[Reserved]	  	 	57	 
			
	 Section 2.8.
	 	Interest	  	 	57	 
			
	 Section 2.9.
	 	LIBOR Successor Rate	  	 	58	 
			
	 Section 2.10.
	 	Increased Costs, Illegality, Etc.	  	 	59	 
			
	 Section 2.11.
	 	Compensation	  	 	62	 
			
	 Section 2.12.
	 	Change of Lending Office	  	 	63	 
			
	 Section 2.13.
	 	Notice of Certain Costs	  	 	63	 


  
 i 









							
			
	 Section 2.14.
	 	Increase in Facilities	  	 	63	 
			
	 Section 2.15.
	 	Replacement of Lenders or Termination of Commitments Under Certain Circumstances	  	 	66	 
			
	 Section 2.16.
	 	Defaulting Lenders	  	 	68	 
			
	 Section 2.17.
	 	Extension of Revolving Loan Maturity Date	  	 	70	 
		
	ARTICLE III LETTERS OF CREDIT	  	 	72	 
			
	 Section 3.1.
	 	Letters of Credit	  	 	72	 
			
	 Section 3.2.
	 	Letter of Credit Requests	  	 	74	 
			
	 Section 3.3.
	 	Letter of Credit Participations	  	 	76	 
			
	 Section 3.4.
	 	Agreement to Repay Letter of Credit Drawings	  	 	77	 
			
	 Section 3.5.
	 	Increased Costs	  	 	80	 
			
	 Section 3.6.
	 	New or Successor Letter of Credit Issuer	  	 	81	 
			
	 Section 3.7.
	 	Role of Letter of Credit Issuer	  	 	82	 
			
	 Section 3.8.
	 	Cash Collateral	  	 	83	 
			
	 Section 3.9.
	 	Governing Law; Applicability of ISP and UCP	  	 	84	 
			
	 Section 3.10.
	 	Conflict with Issuer Documents	  	 	85	 
			
	 Section 3.11.
	 	Letters of Credit Issued for Subsidiaries	  	 	85	 
			
	 Section 3.12.
	 	Letter of Credit Issuer Reports to Administrative Agent	  	 	85	 
		
	ARTICLE IV FEES; COMMITMENT REDUCTIONS AND TERMINATIONS	  	 	86	 
			
	 Section 4.1.
	 	Fees	  	 	86	 
			
	 Section 4.2.
	 	Voluntary Reduction of Revolving Credit Commitments	  	 	87	 
			
	 Section 4.3.
	 	Mandatory Termination of Commitments	  	 	88	 
		
	ARTICLE V PAYMENTS	  	 	88	 
			
	 Section 5.1.
	 	Voluntary Prepayments	  	 	88	 
			
	 Section 5.2.
	 	Mandatory Prepayments	  	 	89	 
			
	 Section 5.3.
	 	Method and Place of Payment	  	 	89	 


  
 ii 









							
			
	 Section 5.4.
	 	Net Payments	  	 	91	 
			
	 Section 5.5.
	 	Computations of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	95	 
			
	 Section 5.6.
	 	Limit on Rate of Interest	  	 	96	 
		
	ARTICLE VI REPRESENTATIONS AND WARRANTIES	  	 	97	 
			
	 Section 6.1.
	 	Financial Condition	  	 	97	 
			
	 Section 6.2.
	 	No Change	  	 	97	 
			
	 Section 6.3.
	 	Existence; Compliance with Law	  	 	98	 
			
	 Section 6.4.
	 	Power; Authorization; Enforceable Obligations	  	 	98	 
			
	 Section 6.5.
	 	No Legal Bar	  	 	98	 
			
	 Section 6.6.
	 	Litigation	  	 	98	 
			
	 Section 6.7.
	 	Ownership of Property; Liens; Qualified Assets; Casualty	  	 	99	 
			
	 Section 6.8.
	 	Intellectual Property	  	 	99	 
			
	 Section 6.9.
	 	REIT Status; Stock Exchange Listing; Taxes	  	 	99	 
			
	 Section 6.10.
	 	Federal Regulations	  	 	100	 
			
	 Section 6.11.
	 	ERISA	  	 	100	 
			
	 Section 6.12.
	 	Investment Company Act	  	 	100	 
			
	 Section 6.13.
	 	Subsidiaries	  	 	100	 
			
	 Section 6.14.
	 	Use of Proceeds	  	 	100	 
			
	 Section 6.15.
	 	Environmental Matters	  	 	100	 
			
	 Section 6.16.
	 	Accuracy of Information, Etc.	  	 	101	 
			
	 Section 6.17.
	 	Collateral Documents	  	 	102	 
			
	 Section 6.18.
	 	Anti-Corruption Laws and Sanctions	  	 	102	 
			
	 Section 6.19.
	 	Labor Matters	  	 	102	 
			
	 Section 6.20.
	 	Solvency	  	 	103	 
			
	 Section 6.21.
	 	Insurance	  	 	103	 


  
 iii 









							
			
	 Section 6.22.
	 	No Default	  	 	103	 
			
	 Section 6.23.
	 	EEA Financial Institution	  	 	103	 
		
	ARTICLE VII CONDITIONS PRECEDENT	  	 	103	 
			
	 Section 7.1.
	 	Conditions to Effectiveness	  	 	103	 
			
	 Section 7.2.
	 	Conditions to Each Extension of Credit	  	 	107	 
		
	ARTICLE VIII AFFIRMATIVE COVENANTS	  	 	107	 
			
	 Section 8.1.
	 	Financial Statements	  	 	107	 
			
	 Section 8.2.
	 	Certificates; Other Information	  	 	109	 
			
	 Section 8.3.
	 	Lines of Business	  	 	111	 
			
	 Section 8.4.
	 	Taxes	  	 	112	 
			
	 Section 8.5.
	 	Maintenance of Existence; Compliance with Law	  	 	112	 
			
	 Section 8.6.
	 	Maintenance of Property; Insurance	  	 	112	 
			
	 Section 8.7.
	 	Inspection of Property; Books and Records; Discussions; Appraisals	  	 	112	 
			
	 Section 8.8.
	 	Notices	  	 	113	 
			
	 Section 8.9.
	 	Environmental Laws	  	 	114	 
			
	 Section 8.10.
	 	Additional Collateral/Subsidiaries	  	 	115	 
			
	 Section 8.11.
	 	Use of Proceeds and Letters of Credit	  	 	115	 
			
	 Section 8.12.
	 	Know Your Customer	  	 	115	 
			
	 Section 8.13.
	 	Maintenance of REIT Status; Stock Exchange Listing; Further Assurances	  	 	115	 
			
	 Section 8.14.
	 	[Reserved]	  	 	116	 
			
	 Section 8.15.
	 	Removal of Qualified Assets – Borrower	  	 	116	 
			
	 Section 8.16.
	 	Removal of Qualified Assets – Administrative Agent	  	 	117	 
			
	 Section 8.17.
	 	Additional Qualified Assets	  	 	117	 
			
	 Section 8.18.
	 	Minimum Property Condition	  	 	118	 
			
	 Section 8.19.
	 	Payment of Obligations	  	 	118	 


  
 iv 









							
		
	ARTICLE IX NEGATIVE COVENANTS	  	 	118	 
			
	 Section 9.1.
	 	Financial Covenants	  	 	118	 
			
	 Section 9.2.
	 	Indebtedness	  	 	119	 
			
	 Section 9.3.
	 	Liens	  	 	119	 
			
	 Section 9.4.
	 	Fundamental Changes	  	 	120	 
			
	 Section 9.5.
	 	Restricted Payments	  	 	120	 
			
	 Section 9.6.
	 	Transactions with Affiliates	  	 	121	 
			
	 Section 9.7.
	 	Amendments to Organizational Documents	  	 	121	 
			
	 Section 9.8.
	 	No Further Negative Pledges	  	 	121	 
			
	 Section 9.9.
	 	Use of Proceeds	  	 	122	 
			
	 Section 9.10.
	 	Investments	  	 	122	 
			
	 Section 9.11.
	 	Changes in Fiscal Periods	  	 	122	 
			
	 Section 9.12.
	 	Asset Sales	  	 	122	 
			
	 Section 9.13.
	 	Environmental Matters	  	 	123	 
			
	 Section 9.14.
	 	Sanctions; Anti-Corruption; Anti-Money Laundering	  	 	123	 
		
	ARTICLE X EVENTS OF DEFAULT	  	 	123	 
			
	 Section 10.1.
	 	Events of Default	  	 	123	 
			
	 Section 10.2.
	 	Application of Funds	  	 	126	 
		
	ARTICLE XI THE AGENTS	  	 	128	 
			
	 Section 11.1.
	 	Appointment	  	 	128	 
			
	 Section 11.2.
	 	Delegation of Duties	  	 	128	 
			
	 Section 11.3.
	 	Exculpatory Provisions	  	 	128	 
			
	 Section 11.4.
	 	Reliance by Agent	  	 	129	 
			
	 Section 11.5.
	 	Notice of Default	  	 	130	 
			
	 Section 11.6.
	 	Non-Reliance on Agents and Other Lenders	  	 	130	 


  
 v 









							
			
	 Section 11.7.
	 	Indemnification	  	 	131	 
			
	 Section 11.8.
	 	Agent in Its Individual Capacity	  	 	132	 
			
	 Section 11.9.
	 	Successor Agent	  	 	132	 
			
	 Section 11.10.

	 	Bookrunner; Lead Arrangers; Syndication Agents; Documentation Agents	  	 	133	 
			
	 Section 11.11.
	 	Agents May File Proofs of Claim	  	 	133	 
			
	 Section 11.12.
	 	Agents Under Collateral Documents	  	 	135	 
			
	 Section 11.13.
	 	ERISA	  	 	136	 
		
	ARTICLE XII MISCELLANEOUS	  	 	138	 
			
	 Section 12.1.
	 	Amendments and Waivers	  	 	138	 
			
	 Section 12.2.
	 	Notices	  	 	141	 
			
	 Section 12.3.
	 	No Waiver; Cumulative Remedies; Enforcement	  	 	143	 
			
	 Section 12.4.
	 	Survival of Representations and Warranties	  	 	144	 
			
	 Section 12.5.
	 	Payment of Expenses; Damages Waiver	  	 	144	 
			
	 Section 12.6.
	 	Successors and Assigns; Participations and Assignments	  	 	147	 
			
	 Section 12.7.
	 	Adjustments; Set-off; Payments Set Aside	  	 	152	 
			
	 Section 12.8.
	 	Counterparts	  	 	153	 
			
	 Section 12.9.
	 	Severability	  	 	153	 
			
	 Section 12.10.
	 	Integration	  	 	154	 
			
	 Section 12.11.
	 	GOVERNING LAW	  	 	154	 
			
	 Section 12.12.
	 	Submission to Jurisdiction; Waivers	  	 	154	 
			
	 Section 12.13.
	 	No Advisory or Fiduciary Responsibility	  	 	155	 
			
	 Section 12.14.
	 	Interest Rate Limitation	  	 	155	 
			
	 Section 12.15.
	 	Releases of Liens	  	 	156	 
			
	 Section 12.16.
	 	Confidentiality	  	 	156	 
			
	 Section 12.17.
	 	WAIVERS OF JURY TRIAL	  	 	157	 


  
 vi 









							
			
	 Section 12.18.
	 	Patriot Act	  	 	158	 
			
	 Section 12.19.
	 	Electronic Execution of Assignments and Certain Other Documents	  	 	158	 
			
	 Section 12.20.
	 	ENTIRE AGREEMENT	  	 	158	 
			
	 Section 12.21.
	 	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	158	 
		
	ARTICLE XIII CONTINUING GUARANTY	  	 	159	 
			
	 Section 13.1.
	 	Guaranty	  	 	159	 
			
	 Section 13.2.
	 	Rights of Secured Parties	  	 	159	 
			
	 Section 13.3.
	 	Certain Waivers	  	 	160	 
			
	 Section 13.4.
	 	Obligations Independent	  	 	160	 
			
	 Section 13.5.
	 	Subrogation	  	 	160	 
			
	 Section 13.6.
	 	Termination; Reinstatement	  	 	160	 
			
	 Section 13.7.
	 	Subordination	  	 	161	 
			
	 Section 13.8.
	 	Stay of Acceleration	  	 	161	 
			
	 Section 13.9.
	 	Condition of Borrower	  	 	161	 
			
	 Section 13.10.
	 	Keepwell	  	 	161	 
			
	 Section 13.11.
	 	Termination	  	 	161	 


  
 vii 









			
	SCHEDULES:	  	
		
	1.1A	  	Commitments, Applicable Percentages and Sublimits
	1.1B	  	Qualified Assets
	3.1A	  	Existing Letters of Credit
	6.13	  	Subsidiaries
	9.6	  	Transactions with Affiliates
	12.2	  	Administrative Agent’s Office; Certain Addresses for Notices
		
	EXHIBITS:	  	
		
	A	  	Form of Guarantee and Collateral Agreement
	B	  	Form of Borrowing Base Certificate
	C	  	Form of Perfection Certificate
	D-1	  	Form of Assignment and Assumption
	D-2	  	Form of Administrative Questionnaire
	E	  	Form of Promissory Note (Term Loan)
	F	  	Form of Promissory Note (Revolving Credit Loan)
	G-1	  	Form of Committed Loan Notice
	G-2	  	Form of Swing Line Loan Notice
	H	  	Form of Designation Notice
	I	  	Form of Compliance Certificate
	J	  	Form of Non-Bank Tax Certificates (J-1 through J-4)


  
 viii 








 CREDIT AGREEMENT (this “Agreement”), dated as of January 23, 2018, among
AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., a Delaware limited partnership (the “Borrower”), AMERICOLD REALTY TRUST, a Maryland real estate investment trust (the “Company”), the several banks and other financial
institutions from time to time parties to this Agreement as Lenders and Letter of Credit Issuers (each, as defined in Section 1.1) and BANK OF AMERICA, N.A., as administrative agent. 

The parties hereto hereby agree as follows: 

ARTICLE I 
 DEFINITIONS

 Section 1.1. Defined Terms. As used in this Agreement, the terms listed in this Section 1.1
shall have the respective meanings set forth in this Section 1.1. 
 “Acceptable Appraisal”: a
written appraisal (a) prepared by a qualified professional independent MAI appraiser selected by the Administrative Agent and who is not an employee of any Group Member or any of their Affiliates, the Administrative Agent or any Lender,
(b) reasonably acceptable to the Administrative Agent as to form, assumptions, substance and appraisal date and (c) prepared in compliance with FIRREA and all other applicable federal and state laws and regulations applicable to the
Lenders, appraisals and/or valuations of Real Property. 
 “Acceptable Portfolio Appraisal”: an appraisal that meets the
requirements of an Acceptable Appraisal that appraises all Eligible Owned Assets and Eligible Ground Leased Assets on a portfolio basis and that includes a premium for the value of such assets on a portfolio basis as compared to the sum of the
individual values of such assets. 
 “Addition Conditions”: as defined in Section 8.17. 

“Additional TL Tranche”: as defined in Section 2.14(a). 

“Administrative Agent”: Bank of America, as the administrative agent for the Lenders and the Letter of Credit Issuers under
this Agreement and the other Loan Documents, together with any of its successors. 
 “Administrative Agent’s Office”:
the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 12.2, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 

“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent. 
 “Advance Percentage”:
with respect to: (a) Eligible Owned Assets, 65%; (b) Eligible Ground Leased Assets, 65%; (c) Eligible Capital Leased Assets, 35%; (d) Eligible Operating Leased Assets, 35%; and (e) the Eligible Managed Segment, 35%. 







 “Affiliate”: as to any Person, any other Person that, directly or indirectly, is
in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of management
and policies of a Person, whether through ownership of voting securities, by contract or otherwise. The terms “controlling” and “controlled” have meanings correlative thereto. 

“Agent Indemnitee”: as defined in Section 11.7. 

“Agents”: the collective reference to the Administrative Agent, the Syndication Agents and the Documentation Agents. 

“Aggregate Borrowing Base Amount”: as of any date of determination, the sum of the Borrowing Base Amount for each Qualified
Asset; provided that (i) the aggregate amount contributed to the Aggregate Borrowing Base Amount by Eligible Capital Leased Assets, Eligible Operating Leased Assets and the Eligible Managed Segment, collectively, shall not exceed 10% of
the Aggregate Borrowing Base Amount at any time, (ii) the aggregate amount contributed to the Aggregate Borrowing Base Amount by Eligible Capital Leased Assets, Eligible Ground Leased Assets, Eligible Operating Leased Assets and the Eligible
Managed Segment, collectively, shall not exceed 25% of the Aggregate Borrowing Base Amount at any time (and accordingly, Eligible Owned Assets must at all times equal or exceed 75% of the Aggregate Borrowing Base Amount), (iii) the aggregate amount
contributed to the Aggregate Borrowing Base Amount by Eligible Ground Leased Assets shall not exceed 20% of the Aggregate Borrowing Base Amount at any time and (iv) any single Qualified Asset shall not constitute greater than 10% of the
Aggregate Borrowing Base Amount at any time; provided that, to the extent such limitation is exceeded, only such portion of the value of such Qualified Asset or Qualified Assets shall be excluded from the calculation of the Aggregate
Borrowing Base Amount to the extent necessary to comply with the foregoing limitations. 
 “Agreement”: as defined in the
preamble hereto. 
 “Anti-Corruption Laws”: the United States Foreign Corrupt Practices Act of 1977 and all laws, rules and
regulations of any other jurisdiction applicable to the Company, the Borrower or their respective Subsidiaries concerning or relating to bribery or corruption. 

“Anti-Terrorism Laws”: any Requirement of Law related to terrorism financing, economic sanctions or money laundering,
including: 18 U.S.C. §§ 1956 and 1957; The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5332 and 12 U.S.C. §§ 1818(s), 1820b and 1951-1959), as
amended by the Patriot Act, and their implementing regulations; the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended), the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq., as amended) and Executive Order
13224 (effective September 24, 2001), and their implementing regulations. 
 “Applicable Margin”: for any day, with
respect to any Eurodollar Loan, Base Rate Loan and Letter of Credit Fee, as the case may be, the applicable rate per annum set forth below, based upon the range into which the Total Leverage Ratio then falls in accordance with the following table:


  
 2 









					
	 Total Leverage

Ratio
	  	Applicable Margin for
Eurodollar Loans
(and Letters of Credit)	 	Applicable
Margin for
Base Rate
	 £ 35%
	  	2.35%	 	1.35%
	 > 35% and £
40%
	  	2.50%	 	1.50%
	 > 40% and £
50%
	  	2.75%	 	1.75%
	 > 50%
	  	3.00%	 	2.00%

 The Total Leverage Ratio shall be determined as of the end of each fiscal quarter based on the Compliance Certificate
delivered pursuant to Section 8.2(a) in respect of such fiscal quarter, and each change in rates resulting from a change in the Total Leverage Ratio shall be effective as of the first Business Day immediately following the
date on which the Administrative Agent receives a Compliance Certificate indicating such change. Notwithstanding the foregoing, if the Compliance Certificate is not delivered when due in accordance with Section 8.2(a), then
the highest pricing shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date such
Compliance Certificate is delivered whereupon the Applicable Margin shall be adjusted based upon the calculation of the Total Leverage Ratio contained in such Compliance Certificate. The Applicable Margin in effect from the Closing Date through the
first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section 8.2(a) for the first full fiscal quarter ending after the Closing Date shall be determined based on
the Total Leverage Ratio as set forth in the Pro Forma Closing Date Compliance Certificate. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the
provisions of Section 5.5(b). 
 “Applicable Percentage” (a) in respect of the Total Revolving
Credit Commitment, with respect to any Revolving Credit Lender at any time, such Lender’s Revolving Credit Commitment Percentage and (b) in respect of the Term Loan Facility, with respect to any Term Loan Lender at any time, a fraction
(expressed as a percentage, carried out to the ninth decimal place), the numerator of which is such Lender’s Term Loans at such time and the denominator of which is the amount of the Term Loan Facility at such time, subject to adjustment as
provided in Section 2.17. The initial Applicable Percentages of each Lender are set forth opposite the name of such Lender on Schedule 1.1A or in the Assignment and Assumption or Joinder Agreement pursuant to which
such Lender becomes a party hereto, as applicable. 
 “Applicable Qualified Asset”: each type of Qualified Asset other than
Eligible Owned Assets and Eligible Ground Leases Assets. 
 “Applicable Qualified EBITDA”: with respect to any Applicable
Qualified Asset, as of any date of determination, an amount equal to the portion of EBITDA attributable to such Applicable Qualified Asset for the most recently ended four fiscal quarter period of the Borrower for which financial statements have
been received pursuant to Section 8.1(a) or Section 8.1(b), as applicable. 

  
 3 








 “Appraised Value”: with respect to each Eligible Owned Asset and Eligible Ground
Leased Asset, at any time, the “as is” market value of going concern for such Qualified Asset set forth in the most recent Acceptable Appraisal of such Qualified Asset delivered to the Administrative Agent; provided that,
(a) with respect to each Qualified Asset for which the Administrative Agent has consented, in its sole discretion, to accept an Acceptable Appraisal as described in clause (ii) of Section 7.1(p), during the 45 day
period commencing on the Closing Date, the Appraised Value of such Qualified Asset shall be the “as is” market value of going concern for such Qualified Asset set forth in such Acceptable Appraisal and thereafter the Appraised Value of
such Qualified Asset shall be zero unless and until a new Acceptable Appraisal for such Qualified Asset has been received by the Administrative Agent, and (b) if such Qualified Asset was included in the most recent Acceptable Portfolio
Appraisal, the Appraised Value of such Qualified Asset shall be the product of (x) the “as is” market value of going concern for such Qualified Asset set forth in the most recent Acceptable Portfolio Appraisal and (y) the
Portfolio Premium. 
 “Approved Electronic Communications”: any notice, demand, communication, information, document or
other material provided by or on behalf of any Loan Party to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to Lenders by means of electronic communications pursuant to
Section 12.2(b). 
 “Approved Fund”: as defined in Section 12.6(b).

 “Assignee”: as defined in Section 12.6(b). 

“Assignment and Assumption”: an Assignment and Assumption, substantially in the form of Exhibit D
or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. 

“Available Commitment”: an amount equal to the excess, if any, of (i) the amount of the Total Revolving Credit
Commitment over (ii) the sum of the aggregate principal amount of (a) all Revolving Credit Loans then outstanding and (b) the aggregate L/C Obligations at such time, subject to adjustment as provided in
Section 2.16. For the avoidance of doubt, the aggregate principal amount of Swing Line Loans shall not be counted towards or considered usage of the Total Revolving Credit Commitment for purposes of determining the
Available Commitment and the Unused Fee. 
 “Availability”: at any time, an amount equal to (a) the Borrowing Base as
of such time minus (b) the Total Extensions of Credit. 
 “Availability Period”: the period from and including
the Closing Date to the earliest of (a) the Revolving Loan Maturity Date, (b) the date of termination of the Total Revolving Credit Commitments pursuant to Section 4.2, and (c) the date of termination of the
commitment of each Revolving Credit Lender to make Revolving Credit Loans and of the obligation of the Letter of Credit Issuers to make L/C Credit Extensions pursuant to Section 10.l. 

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

  
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 “Bail-In Legislation”: 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. 
 “Bank of America”: Bank of America, N.A. and its
successors. 
 “Bankruptcy Code”: the provisions of Title 11 of the United States Code, 11 USC §§ 101
et seq., as amended, or any similar federal or state law for the relief of debtors. 
 “Base Rate”: for any day a
fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and
(c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as
a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public
announcement of such change. 
 “Base Rate Loan”: a Loan that bears interest based on the Base Rate. 

“Benefit Plan”: 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 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”. 
 “Benefitted Lender”: as defined in
Section 12.7(a). 
 “Board”: the Board of Governors of the Federal Reserve System of the United
States (or any successor). 
 “Bookrunner”: MLPFS in its capacity as sole bookrunner for the credit facilities under this
Agreement. 
 “Borrower”: as defined in the preamble hereto. 

“Borrower Materials” as defined in Section 8.2. 

“Borrowing”: Loans of the same Class and Type made, converted or continued on the same date and, in the case of
Eurodollar Loans, as to which a single Interest Period is in effect. 
 “Borrowing Base”: as of any date of determination,
the Aggregate Borrowing Base Amount in effect as of such date. 
 “Borrowing Base Amount”: as of any date of determination,
with respect to any Qualified Asset, (i) the Eligible Value of such Qualified Asset multiplied by (ii) the Advance Percentage applicable to such Qualified Asset. 

  
 5 








 “Borrowing Base Certificate”: a certificate substantially in the form of
Exhibit B. 
 “Borrowing Base Coverage Ratio”: as of the last day of any Reference Period, the ratio of (a) the
Borrowing Base in effect as of such date to (b) the sum of Total Extensions of Credit as of such date. 
 “Borrowing Base Debt
Service Coverage Ratio”: as of the last day of any Reference Period, the ratio of (a) the EBITDA of all Qualified Assets as of such date to (b) the Interest Expense as of such date attributable to Indebtedness under the Loan
Documents. 
 “Business”: as defined in Section 6.15(b). 

“Business Day”: a day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to
close under the laws of, or are in fact closed in, New York City or in the state where the Administrative Agent’s Office is located; provided that, with respect to notices and determinations in connection with, and payments of principal
and interest on, Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank Eurodollar market. 

“Capital Assets”: with respect to any Person, all equipment, fixed assets and Real Property or improvements of such Person,
or replacements or substitutions therefor or additions thereto, that in accordance with GAAP have been or should be reflected as additions to property, plant or equipment on the balance sheet of such Person. 

“Capital Lease”: as defined in the definition of “Capital Lease Obligations”. 

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

“Capital Stock”: any and all shares, interests, participations or other equivalents (however designated) of capital stock of
a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing. 

“Capitalization Rate”: 8.25%. 

“Cash”: money, currency or a credit balance in any demand or deposit account. 

“Cash Collateralize”: to pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of
the Letter of Credit Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the Administrative Agent and a Letter of
Credit Issuer shall agree in their sole discretion, other credit support, in each case, pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such Letter of Credit
Issuer.    “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

  
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 “Cash Equivalents”: (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case maturing within one year from the date of acquisition; (b) certificates of
deposit, time deposits and bankers’ acceptances having maturities of 180 days or less from the date of acquisition issued by any commercial bank organized under the laws of the United States or any state thereof having combined capital and
surplus and undivided profits of not less than $500,000,000; (c) commercial paper of an issuer maturing within 270 days from the date of acquisition and having, at such date of acquisition, the highest credit rating obtainable from S&P or
Moody’s; and (d) fully collateralized repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than 30 days, with
respect to securities described in clause (a) above; or (e) money market funds that (x) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company
Act of 1940, as amended, (y) are rated AAA by S&P and Aaa by Moody’s and (z) have portfolio assets of at least $5,000,000,000. 

“Cash Management Agreement”: any agreement or arrangement to provide Cash Management Services. 

“Cash Management Bank”: with respect to any Cash Management Agreement with the Borrower or any of its Subsidiaries, any
provider of Cash Management Services thereunder that (a) is the Administrative Agent, the Bookrunner, a Lead Arranger or an Affiliate of the foregoing, (b) at the time it entered into such Cash Management Agreement, was the Administrative
Agent, the Bookrunner, a Lead Arranger, a Lender or an Affiliate of the foregoing, (c) with respect to any such Cash Management Agreement entered into on or prior to the Closing Date, is a Lender or an Affiliate of a Lender on the Closing Date
and (d) with respect to any such Cash Management Agreement entered into after the Closing Date, is a Lender or an Affiliate of a Lender at the time such Cash Management Agreement is entered into, in each case, in its capacity as a party to such
Cash Management Agreement. 
 “Cash Management Services”: the treasury management services (including controlled
disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, return items, overdrafts, temporary advances, interest and fees and interstate depository network services), commercial credit cards, merchant card
services, purchase or debit cards, including non-card e-payable services, or electronic funds transfer services and any other demand deposit or operating account
relationship service provided to the Borrower or any of its Subsidiaries. 
 “Change in Law”: the occurrence, after the
date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or
application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated 

  
 7 








 
by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case
pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, implemented or issued. 

“Change of Control”: the occurrence of any of the following events: (a) any “person” or “group” (as
such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) other than the Permitted Holders becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934), directly or indirectly, of 35% or more of the outstanding equity securities of the Company entitled to vote for members of the board of directors or equivalent
governing body of the Company; (b) the Company shall cease to be the sole general partner of the Borrower, or any Persons other than the Company shall own, directly or indirectly, free of any Liens, encumbrances or adverse claims, Capital Stock
of the Borrower that, if exchanged for Capital Stock of the Company, would result in a Change of Control under clause (a) above; (c) the Borrower shall fail to own, directly or indirectly, free of any Liens, encumbrances or adverse
claims, 100% of the Capital Stock of each Guarantor (except as otherwise expressly permitted by this Agreement); or (d) occupation of a majority of the seats (other than vacant seats) on the board of trustees of the Company by Persons who were
neither (x) nominated by the board of trustees of the Company nor (y) appointed by directors so nominated. 

“Charges”: as defined in Section 12.14. 

“Class”: (i) when used in reference to any Loan or Borrowing, shall refer to whether such Loan, or the Loans comprising
such Borrowing, are Revolving Credit Loans, Term Loans or term loans under an Additional TL Tranche, and (ii) when used in reference to any Lender, refers to whether such Lender has a Loan or Commitment of such Class. 

“Closing Date”: the date on which the conditions precedent set forth in Section 7.1 shall have been
satisfied or waived in accordance with Section 12.1, which date is January 23, 2018. 
 “CMBS
Financing”: any loans or notes incurred by or issued to certain Excluded Subsidiaries of the Borrower as borrowers under commercial mortgage-backed securities financing transactions from time to time. 

“Code”: the Internal Revenue Code of 1986. 

“Collateral”: as defined in the Guarantee and Collateral Agreement. 

“Collateral Documents”: collectively, the Guarantee and Collateral Agreement and each other security agreement or other
document, instrument or certificate delivered to the Administrative Agent granting or perfecting a Lien on any property of any Person to secure the Obligations. 

“Commitments”: with respect to each Lender (to the extent applicable), such Lender’s Revolving Credit Commitment or Term
Loan Commitment. 

  
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 “Committed Loan Notice”: a notice of a (a) Borrowing of Term Loans or
Revolving Credit Loans, (b) conversion of Term Loans or Revolving Credit Loans from one Type to the other, or (c) continuation of Eurocurrency Loans, pursuant to Section 2.2(a), which shall be substantially in the
form of Exhibit G-1 or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by
the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 
 “Commodity Exchange
Act”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.). 
 “Company”: as defined in the preamble
hereto. 
 “Compliance Certificate”: a certificate substantially in the form of Exhibit I. 

“Connection Income Taxes”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes. 
 “Consolidated Secured Recourse Indebtedness”: at any time, Secured Recourse
Indebtedness of the Company and its Subsidiaries on a consolidated basis. 
 “Consolidated Tangible Net Worth”: as of any
date of determination, the following determined in accordance with GAAP: (a) Shareholders’ Equity on such date determined on a consolidated basis, less (b) the Intangible Assets of the Company and its Subsidiaries on such date
determined on a consolidated basis, plus (c) all accumulated depreciation and amortization of the Company and its Subsidiaries on such date determined on a consolidated basis. 

“Contractual Obligation”: as to any Person, any provision of any security issued by such Person or of any legally binding
contract, agreement, indenture, note, bond, loan, instrument, lease, conditional sales contract, mortgage, license, franchise agreement, binding commitment or other arrangement, whether written or oral, to which such Person is a party or by which it
or any of its property is bound other than the Obligations. 
 “Customary Non-Recourse
Carve-Outs”: with respect to any Non-Recourse Indebtedness, exclusions from the exculpation provisions with respect to such Non-Recourse Indebtedness for fraud,
misrepresentation, misapplication of funds, waste, environmental claims and liabilities, voluntary bankruptcy, collusive involuntary bankruptcy, prohibited transfers, violations of single purpose entity covenants and other circumstances customarily
excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements or guaranties in non-recourse or tax-exempt
financings of commercial real estate. 
 “Debtor Relief Laws”: the Bankruptcy Code, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to
time in effect. 
 “Default”: any of the events specified in Section 10.1, whether or not any
requirement for the giving of notice, the lapse of time, or both, in each case, as set forth in such section, has been satisfied. 

  
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 “Defaulting Lender”: subject to Section 2.16(b), any
Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder, or (ii) pay to the Administrative Agent, any Letter of Credit Issuer, the
Swing Line Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swing Line Loans) within two Business Days of the date when due, (b) has notified the
Borrower, the Administrative Agent, any Letter of Credit Issuer, the Swing Line Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect, (c) has failed, within
three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that
such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a
Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Capital Stock in that Lender or any direct or indirect parent company
thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender 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 permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under
any one or more of clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.17(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each Letter of Credit Issuer,
the Swing Line Lender and each other Lender promptly following such determination. 
 “Default Rate”: as defined in
Section 2.8(c). 
 “Designation Notice”: a notice substantially in the form of Exhibit H
from a Lender or an Affiliate of a Lender to the Administrative Agent asserting that such Lender or Affiliate is a Qualified Counterparty or a Cash Management Bank. 

“Development Property”: as of any date of determination, Real Property under development on which the improvements related to
the development have not been completed on such date; provided that such Real Property shall cease to be a Development Property upon the first to occur of (a) the date that is six full fiscal quarters following substantial completion
(including issuance of a temporary or permanent certificate of occupancy for the improvements under construction permitting the use and occupancy for their regular intended uses) of such Real Property, and (b) the first day of the first fiscal
quarter following the date on which such Development Property has achieved a Leased Rate of at least 85%, and shall thereafter be considered a “Stabilized Property” for the purposes of the calculation of Total Asset Value. 

  
 10 








 “Disposition”: with respect to any business, assets or property of any kind of
the Company or any of its Subsidiaries, any sale, lease, sub-lease, sale and leaseback, assignment, conveyance, transfer, exclusive license or other disposition or exchange thereof, with or without recourse.
The terms “Dispose” and “Disposed of” shall have correlative meanings. 
 “Disregarded Domestic
Person”: any direct or indirect Domestic Subsidiary that has no material assets other than (i) the equity or indebtedness of one or more Foreign Subsidiaries and/or other Disregarded Domestic Persons and (ii) an immaterial amount
of Cash and Cash Equivalents. 
 “Documentation Agents”: Compass Bank, Citizens Bank, National Association, Regions Bank
and SunTrust Bank, each in its capacity as a documentation agent under this Agreement. 
 “Dollars” and
“$”: dollars in lawful currency of the United States. 
 “Domestic Subsidiary”: any Subsidiary that is not
a Foreign Subsidiary. 
 “EBITDA”: with respect to the Company and its consolidated Subsidiaries, for any Reference Period,
earnings before interest, tax, depreciation, depletion and amortization calculated in accordance with GAAP, as may be adjusted in accordance with the definition of Pro Forma Basis and at all times excluding, without duplication, (i) impairment
and other non-cash charges or gains including, for the avoidance of doubt, equity in earnings (but excluding any non-cash charge in respect of an item that was included
in EBITDA in a prior period and any charges that result in a write-down or write-off of inventory and excluding amortization expense attributable to a prepaid cash item that was paid in a prior period),
(ii) stock-based compensation expense, (iii) gains or losses from sales of previously depreciated assets, (iv) extraordinary gains or losses from foreign exchange, (v) extraordinary gains or losses from derivative instruments and
(vi) other extraordinary or non-recurring gains, losses or charges; provided, however, that notwithstanding anything to the contrary in this Agreement, for the purposes of determining the
contribution to EBITDA of, or portion of EBITDA attributable to, any Real Property or Qualified Asset, EBITDA shall equal revenues in respect of such Real Property or such Qualified Asset, less, without duplication, (A) operating
expenses in respect of such Real Property or Qualified Asset (exclusive of corporate-level general and administrative expenses, impairment on intangibles and long-lived assets and depreciation, depletion and amortization expenses), (B) rent expenses
in respect of such Real Property or Qualified Asset, and (C) the interest component of any capital lease expenses or similar fixed charges and debt service charges in respect of such Real Property or Qualified Asset, and shall at all times
exclude extraordinary or non-recurring gains, losses or charges. 
 “EEA Financial
Institution”: (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is
subject to consolidated supervision with its parent. 
 “EEA Member Country”: any of the member states of the European
Union, Iceland, Liechtenstein, and Norway. 

  
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 “EEA Resolution Authority”: 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. 

“Eligibility Criteria”: Capital Leased Asset Eligibility Criteria, Ground Leased Asset Eligibility Criteria, Managed Segment
Eligibility Criteria, Operating Leased Asset Eligibility Criteria or Owned Asset Eligibility Criteria, as applicable. 
 “Eligible
Capital Leased Assets”: any asset that satisfies the following criteria (collectively, the “Capital Leased Asset Eligibility Criteria”): 

(a) Such asset is leased pursuant to a Capital Lease by a Qualified Asset Guarantor as lessee, such Qualified Asset Guarantor has guaranteed
the Obligations pursuant to the Guarantee and Collateral Agreement and the Capital Stock of such Qualified Asset Guarantor is pledged as Collateral pursuant to the Guarantee and Collateral Agreement. 

(b) Such asset is located in the United States. 

(c) Such Qualified Asset Guarantor’s interest in such asset (and in any income therefrom or proceeds thereof) is not directly or
indirectly subject to any Lien or any Negative Pledge (other than (x) Liens and Negative Pledges created under the Loan Documents and (y) Permitted Encumbrances) and the Capital Stock of such Qualified Asset Guarantor (and any income
therefrom or proceeds thereof) is not directly or indirectly subject to any Lien or any Negative Pledge (other than Permitted Equity Encumbrances). 

(d) Such asset is free of any material defects and any material Environmental Liabilities that continue to exist after a period of thirty
(30) days after the Borrower’s or such Qualified Asset Guarantor’s obtaining knowledge thereof and is in material compliance with all Environmental Laws to the extent the applicable Qualified Asset Guarantor could be liable for such
material defects, material Environmental Liabilities or violations of Environmental Laws in connection with the management or operation of such asset. 

(e) No default or event of default has occurred or with the passage of time or the giving of notice would occur under the Capital Lease
regarding such asset. 
 (f) The Administrative Agent shall have received and completed a satisfactory review of such due diligence as the
Administrative Agent may reasonably require with respect to such asset (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including, without limitation, a copy of the Capital
Lease with respect to such property. 
 (g) Such asset is used in a business permitted under Section 8.3. 

(h) The Borrower has delivered a certificate of a Responsible Officer certifying that the asset satisfies the foregoing requirements. 

  
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 “Eligible Ground Leased Assets”: any Real Property that satisfies the following
criteria (collectively, the “Ground Leased Asset Eligibility Criteria”): 
 (a) Such Real Property is leased pursuant to a
ground lease by a Qualified Asset Guarantor as lessee, such Qualified Asset Guarantor has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement and the Capital Stock of such Qualified Asset Guarantor is pledged as Collateral
pursuant to the Guarantee and Collateral Agreement. 
 (b) Such Real Property is located in the United States. 

(c) Such Real Property is improved with one or more completed warehouse/distribution buildings that are used as dry and/or cold storage
facilities and such improvements are owned by such Qualified Asset Guarantor. 
 (d) None of such leasehold interest or such improvements is
directly or indirectly subject to any Lien or any Negative Pledge (other than (x) Liens and Negative Pledges created under the Loan Documents and (y) Permitted Encumbrances) and the Capital Stock of such Qualified Asset Guarantor is not
directly or indirectly subject to any Lien or any Negative Pledge (other than Permitted Equity Encumbrances). 
 (e) No default or event of
default has occurred or with the passage of time or the giving of notice would occur under the ground lease regarding such Real Property. 

(f) The lessor under the ground lease regarding such Real Property shall not have the unilateral right to terminate such ground lease prior to
the expiration of the stated term of such ground lease absent the occurrence of any casualty, condemnation or default by the Qualified Asset Guarantor thereunder. 

(g) The lessee under the ground lease has the right to sublease, mortgage and encumber (subject to customary terms and limitations) its
interest in such Real Property without the consent of the lessor. 
 (h) The ground lease regarding such Real Property has a remaining term
(inclusive of any unexercised extension options as to which there is no condition precedent to the exercise thereof other than compliance of lessee with the terms of the applicable ground lease and the giving of a notice of exercise by the lessee)
of 25 years or more at any time. 
 (i) Such Real Property is free of any material defects and any material Environmental Liabilities and is
in material compliance with all Environmental Laws. 
 (j) The Administrative Agent shall have received and completed a satisfactory review
of such due diligence as the Administrative Agent may reasonably require with respect to such Real Property (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including,
without limitation: (w) an Acceptable Appraisal with respect to such Real Property, (x) a copy of a title search run at most 90 days prior to eligibility (or such longer period as the Administrative Agent may agree in writing in its sole
discretion) or other evidence of the status of title to such Real Property reasonably satisfactory to the Administrative Agent, (y) a copy of the ground lease with respect to such Real Property and (z) such other information and documents
as may be reasonably requested by the Administrative Agent to the extent necessary to comply with FIRREA. 

  
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 (k) Such Real Property is used in a business permitted under
Section 8.3. 
 (l) The Borrower has delivered a certificate of a Responsible Officer certifying that such Real
Property satisfies the foregoing requirements. 
 “Eligible Managed Segment”: any business that satisfies the following
criteria (collectively, the “Managed Segment Eligibility Criteria”): 
 (a) Such business is managed by a Qualified Asset
Guarantor, such Qualified Asset Guarantor has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement and the Capital Stock of such Qualified Asset Guarantor is pledged as Collateral pursuant to the Guarantee and Collateral
Agreement. 
 (b) Such business is located in the United States. 

(c) Neither such Qualified Asset Guarantor’s interest in such business nor the assets that compose such business (nor its interest in any
income therefrom or proceeds thereof) is directly or indirectly subject to any Lien or any Negative Pledge (other than (x) Liens and Negative Pledges created under the Loan Documents and (y) Permitted Encumbrances) and the Capital Stock of
such Qualified Asset Guarantor (and any income therefrom or proceeds thereof) is not directly or indirectly subject to any Lien or any Negative Pledge (other than Permitted Equity Encumbrances). 

(d) Such business is free of any material defects and any material Environmental Liabilities that continue to exist after a period of thirty
(30) days after the Borrower’s or such Qualified Asset Guarantor’s obtaining knowledge thereof and is in material compliance with all Environmental Laws to the extent the applicable Qualified Asset Guarantor could be liable for such
material defects, material Environmental Liabilities or violations of Environmental Laws in connection with the management or operation of such business. 

(e) The Administrative Agent shall have received and completed a satisfactory review of such due diligence as the Administrative Agent may
reasonably require with respect to such asset (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including, without limitation, a copy of the management agreement with respect
to such business. 
 (f) Such business is used in a business permitted under Section 8.3. 

(g) The Borrower has delivered a certificate of a Responsible Officer certifying that the business satisfies the foregoing requirements. 

“Eligible Operating Leased Assets”: any asset that satisfies the following criteria (collectively, the “Operating
Leased Asset Eligibility Criteria”): 
 (a) Such asset is leased pursuant to an operating lease by a Qualified Asset Guarantor as
lessee, such Qualified Asset Guarantor has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement and the Capital Stock of such Qualified Asset Guarantor is pledged as Collateral pursuant to the Guarantee and Collateral
Agreement. 

  
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 (b) Such asset is located in the United States. 

(c) Such Qualified Asset Guarantor’s interest in such asset (and in any income therefrom or proceeds thereof) is not directly or
indirectly subject to any Lien or any Negative Pledge (other than (x) Liens and Negative Pledges created under the Loan Documents and (y) Permitted Encumbrances) and the Capital Stock of such Qualified Asset Guarantor (and any income
therefrom or proceeds thereof) is not directly or indirectly subject to any Lien or any Negative Pledge (other than Permitted Equity Encumbrances). 

(d) No default or event of default has occurred or with the passage of time or the giving of notice would occur under the operating lease
regarding such property. 
 (e) Such asset is free of any material defects and any material Environmental Liabilities that continue to exist
after a period of thirty (30) days after the Borrower’s or such Qualified Asset Guarantor’s obtaining knowledge thereof and is in material compliance with all Environmental Laws to the extent the applicable Qualified Asset Guarantor
could be liable for such material defects, material Environmental Liabilities or violations of Environmental Laws in connection with the management or operation of such asset. 

(f) The Administrative Agent shall have received and completed a satisfactory review of such due diligence as the Administrative Agent may
reasonably require with respect to such asset (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including, without limitation, a copy of the operating lease with respect to
such property. 
 (g) Such asset is used in a business permitted under Section 8.3. 

(h) The Borrower has delivered a certificate of a Responsible Officer certifying that the asset satisfies the foregoing requirements. 

“Eligible Owned Asset”: any Real Property that satisfies the following criteria (collectively, the “Owned Asset
Eligibility Criteria”): 
 (a) Such Real Property is owned in fee simple by a Qualified Asset Guarantor, such Qualified Asset
Guarantor has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement and the Capital Stock of such Qualified Asset Guarantor is pledged as Collateral pursuant to the Guarantee and Collateral Agreement. 

(b) Such Real Property is located in the United States. 

(c) Such Real Property is free of any material defects and any material Environmental Liabilities and is in material compliance with all
Environmental Laws. 
 (d) Such Real Property is improved with one or more completed warehouse/distribution buildings that are used as dry
and/or cold storage facilities. 

  
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 (e) Such Real Property (and any income therefrom or proceeds thereof) is not directly or
indirectly subject to any Lien or any Negative Pledge (other than (x) Liens and Negative Pledges created under the Loan Documents and (y) Permitted Encumbrances) and the Capital Stock of such Qualified Asset Guarantor (and any income
therefrom or proceeds thereof) is not directly or indirectly subject to any Lien or any Negative Pledge (other than Permitted Equity Encumbrances). 

(f) The Administrative Agent shall have received and completed a satisfactory review of such due diligence as the Administrative Agent may
reasonably require with respect to such Real Property (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including, without limitation: (x) an Acceptable Appraisal with
respect to such Real Property, (y) a copy of the owner’s title insurance policy or other evidence of the status of title to the Real Property reasonably satisfactory to the Administrative Agent and (z) such other information and
documents as may be reasonably requested by the Administrative Agent to the extent necessary to comply with FIRREA . 
 (g) Such Real
Property is used in a business permitted under Section 8.3. 
 (h) The Borrower has delivered a certificate of a
Responsible Officer certifying that such Real Property satisfies the foregoing requirements. 
 “Eligible Value”: as of any
date of determination, with respect to: 
 (a) each Eligible Owned Asset, the Appraised Value of such Eligible Owned Asset; 

(b) each Eligible Ground Leased Asset, the Appraised Value of such Eligible Ground Leased Asset; and 

(c) each Applicable Qualified Asset, the product of the Applicable Qualified EBITDA with respect to such Applicable Qualified Asset
multiplied by (ii) 8.0. 
 “Environmental Laws”: any and all foreign, Federal, state, local or municipal laws,
rules, orders, regulations, statutes, ordinances, codes, decrees, judgments, notices or binding agreements issued by or entered into with any Governmental Authority, requirements of any Governmental Authority or other Requirements of Law (including
common law) regulating, relating to or imposing liability or standards of conduct concerning pollution, air emissions, the management, use or Release of Materials of Environmental Concern or protection of human health (to the extent such relates to
Materials of Environmental Concern) or the environment, as now or may at any time hereafter be in effect. 
 “Environmental
Liability”: all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages, monitoring and remediation
costs and reasonable fees and expenses of attorneys and consultants), whether contingent or otherwise, including those arising out of or relating to: (a) compliance or non-compliance with any
Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, recycling, disposal (or arrangement for such activities) of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental
Concern, (d) the presence or release of any Materials of Environmental Concern or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

  
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 “ERISA”: the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate”: any trade or business (whether or not incorporated) that, together with any Group Member, is treated as a
single employer under Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes relating to Section 412 of the Code). 

“Escrow Agent”: Arnold & Porter Kaye Scholer LLP, in the capacity of escrow agent under the Escrow Agreement. 

“Escrow Agreement”: that certain Escrow Agreement, dated as of December 26, 2017, among the Borrower, the Company, the
Guarantors, the Lenders, the Administrative Agent, each of the Letter of Credit Issuers and the Escrow Agent. 
 “ERISA
Event”: (a) any Reportable Event; (b) the existence with respect to any Plan of a Prohibited Transaction that could be reasonably expected to result in liability to any Group Member; (c) any failure by any Pension Plan to
satisfy the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA, applicable to such Pension Plan), whether or not waived; (d) the filing by any Group Member or any ERISA Affiliate of
an application for a waiver of the minimum funding standard with respect to any Pension Plan, the failure by any Group Member or any ERISA Affiliate to make by its due date a required installment under Section 430(j) of the Code with respect to
any Pension Plan (unless such failure is cured within 30 days following the due date thereof) or the failure by any Group Member or any ERISA Affiliate to make any required contribution to a Multiemployer Plan (unless such failure is cured within 30
days following the due date thereof); (e) the incurrence by any Group Member or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, including but not limited to the imposition of any Lien
on any Group Member or any ERISA Affiliate in favor of the PBGC or any Pension Plan; (f) a determination that any Pension Plan is in “at risk” status (within the meaning of Title IV of ERISA); (g) the receipt by any Group Member or
any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA; (h) the incurrence by any
Group Member or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Group Member or any ERISA Affiliate from any Pension Plan or Multiemployer Plan; or (i) the receipt by any Group Member of any
notice (A) concerning the imposition of Withdrawal Liability on it or (B) a determination that a Multiemployer Plan is in endangered or critical status, within the meaning of Section 432 of the Code or Section 305
of ERISA. 
 “EU Bail-In Legislation Schedule”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time. 

“Eurodollar Loan”: Loan that bears interest at a rate based on clause (a) of the definition of “Eurodollar
Rate.” 
 “Eurodollar Rate”: 

(a) for any interest period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank Offered Rate
(“LIBOR”) (or a comparable or successor rate, which rate is approved by the Administrative Agent after consultation with the Borrower), as published on 

  
 17 








 
the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately
11:00 a.m., London time, two business days prior to the commencement of such interest period, for U.S. dollar deposits (for delivery on the first day of such interest period) with a term equivalent to such interest period; and 

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m.,
London time determined two business days prior to such date for U.S. dollar deposits with a term of one month commencing that day; 
 provided that
(i) to the extent a comparable or successor rate is approved by the Administrative Agent (after consultation with the Borrower) in connection herewith, the approved rate shall be applied in a manner consistent with market practice; (ii) to
the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (iii) if the Eurodollar Rate shall
be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 
 “Event of Default”: any of the
events specified in Section 10.1; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied without cure or waiver. 

“Event of Loss”: with respect to any Qualified Asset, any of the following: (a) any loss or destruction of, or damage
to, all or any material portion of such Qualified Asset; (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Qualified Asset, or confiscation of such Qualified Asset or the
requisition of such Qualified Asset by a Governmental Authority or any Person having the power of eminent domain, or any voluntary transfer of such Qualified Asset or any material portion thereof in lieu of any such condemnation, seizure or taking;
or (c) any Disposition of such Qualified Asset. 
 “Excluded Subsidiaries”: (a) any Domestic Subsidiary that is
prohibited by law, regulation or by any Contractual Obligation existing on the Closing Date or on the date such Subsidiary is acquired (so long as such prohibition is not created in contemplation of such acquisition) from providing a Guarantee
Obligation in respect of the Obligations (and for so long as such restrictions or any replacement or renewal thereof is in effect) or that would require a governmental (including regulatory) consent, approval, license or authorization in order to
provide such Guarantee Obligation (unless such consent, approval, license or authorization has already been obtained) or where the provision of such guaranty could result in material adverse tax consequences to the Borrower or such Subsidiary as
reasonably determined by the Borrower in consultation with the Administrative Agent, (b) any Subsidiary that is a Disregarded Domestic Person, (c) any Subsidiary that is a direct or indirect Subsidiary of an Excluded Subsidiary,
(d) any captive insurance Subsidiary that provides workers compensation and/or health insurance to members of the Consolidated Group, (e) any not-for-profit
Subsidiary, (f) any Subsidiary that is a special purpose entity, (g) any Foreign Subsidiary, (h) solely in respect of Excluded Swap Obligations, any Excluded Swap Guarantor, (i) each Subsidiary designated as an Excluded
Subsidiary on Schedule 6.13 as of the Closing Date and (j) subject to Section 8.15, any other Subsidiary designated by the Borrower from time to time after the date hereof in connection with (i) any CMBS
Financing, (ii) any Joint Venture, (iii) any Permitted Acquisition or (iv) the entrance into 

  
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any new operating lease, capital lease, management contract or other Contractual Obligation that, in each case of the foregoing clauses (i), (ii), (iii) and (iv), was entered into for bona fide
business purposes and that the Borrower reasonably believes in good faith would prohibit such Subsidiary from becoming a Guarantor hereunder; and provided that, in each case, (x) immediately before and after such designation, no Event of
Default shall have occurred and be continuing, and (y) immediately after giving effect to such designation, the Company and its Subsidiaries shall be in compliance on a Pro Forma Basis with the Financial Covenants. 

“Excluded Swap Guarantor”: any Loan Party all or a portion of whose Guarantee Obligation of, or grant of a security interest
to secure, any Secured Swap Obligation (or any Guarantee Obligation thereof) is or becomes an Excluded Swap Obligation; provided that such Guarantor shall be deemed to be an Excluded Swap Guarantor only with respect to that portion of its
Guarantee Obligation or grant of a security interest that constitutes an Excluded Swap Obligation. 
 “Excluded Swap
Obligations”: with respect to any Loan Party, any Secured Swap Obligation if, and to the extent that, all or a portion of the Guarantee Obligation of such Guarantor of, or the grant by such Loan Party of a security interest to secure, such
Secured Swap Obligation (or any Guarantee Obligation thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee
Obligation of such Loan Party or the grant of such security interest becomes effective with respect to such Secured Swap Obligations. If a Secured Swap Obligation arises under a Master Agreement governing more than one swap, such exclusion shall
apply only to the portion of such Secured Swap Obligation that is attributable to swaps for which such Guarantee Obligation or security interest is or becomes illegal. 

“Excluded Taxes”: any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or
having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S.
Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or a Commitment pursuant to a law in effect on the date
on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.15) or (ii) such Lender changes its Lending Office, except in
each case to the extent that, pursuant to Section 5.4, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately
before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 5.4(e) and (d) any U.S. Federal withholding Taxes imposed under FATCA. 

“Existing Credit Agreement”: that certain Credit Agreement, dated as of December 1, 2015, among the Borrower, the
several bank and other financial institutions or entities from time to time parties thereto as lenders and letter of credit issuers and JPMorgan Chase Bank, N.A., as administrative agent. 

  
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 “Existing Letters of Credit”: as defined in
Section 3.1(a). 
 “Extension Effective Date”: as defined in
Section 2.17(b). 
 “Facility”: the Term Loan Facility or the Total Revolving Credit Commitment,
as the context may require (and “Facilities” means a collective reference to the foregoing). 
 “FASB
ASC”: means the Accounting Standards Codification of the Financial Accounting Standards Board. 
 “FATCA”:
Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official
interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any intergovernmental agreements with respect thereto. 

“Federal Funds Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent, and (c) if the Federal Funds Rate shall be
less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 
 “Fee Letters”: means, collectively,
all agreements entered into by the Borrower (on the one hand) and one or more of the Lead Arrangers (on the other hand) with respect to fees payable to such Lead Arranger and/or the Lenders in connection with the Facilities. 

“Fees”: all amounts payable pursuant to, or referred to in, Section 4.1. 

“Financial Covenants”: the financial covenants set forth in Section 9.1(a) through (f). 

“Financial Officer”: as to any Person, the chief financing officer, principal accounting officer, treasurer or controller of
such Person. 
 “FIRREA”: the Financial Institutions Reform, Recovery and Enforcement Act of 1989. 

“Fixed Charge Coverage Ratio”: as of the last day of any Reference Period, the ratio of (a) the difference between
(x) EBITDA minus (y) the aggregate amount of Maintenance Capital Expenditures to (b) Fixed Charges. 

  
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 “Fixed Charges”: for any Reference Period, an amount equal to the sum of
(i) Interest Expense, plus (ii) regularly scheduled installments (whether or not paid) of principal payable with respect to Total Indebtedness (including any scheduled payments that were no longer required to be repaid in such
period as a result of a payment made within one year of the date on which such payment was due), plus (iii) the amount of dividends or distributions actually paid or required to be paid by any Group Member (other than to another Group
Member) in cash during such period in respect of its preferred Capital Stock (excluding dividends and distributions payable solely at such Person’s election and not actually paid and any balloon payments payable on maturity or redemption in
whole of such Capital Stock and any dividends or distributions paid or required to be paid on or prior to the Closing Date) and (iv) all income tax payments with respect to the taxable REIT Subsidiaries of the Company and the Borrower
(including Foreign Subsidiaries); provided that for the Reference Period ending on (a) March 31, 2018, Fixed Charges shall be the sum of clauses (i) through (iv) for the one fiscal quarter ending on such date multiplied
by 4, (b) June 30, 2018, Fixed Charges shall be the sum of clauses (i) through (iv) for the two fiscal quarter period ending on such date multiplied by 2 and (c) September 30, 2018, Fixed Charges shall be the sum of
clauses (i) through (iv) for the three fiscal quarter period ending on such date multiplied by 4/3. 
 “Foreign
Subsidiary”: any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than any state of the United States or the District of Columbia. 

“Fronting Exposure”: at any time there is a Defaulting Lender, (a) with respect to any Letter of Credit Issuer, such
Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding L/C Obligations, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash
Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting
Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof. 
 “Fronting
Fee”: as defined in Section 4.1(d). 
 “GAAP”: generally accepted accounting principles
in the United States as in effect from time to time. 
 “Governing Documents”: (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of
formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or organization of such entity. 
 “Governmental
Authority”: the government of the United States or any other nation, or of any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), any securities exchange and any self-regulatory
organization. 

  
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 “Group Members”: the collective reference to the Company, the Borrower and their
respective Subsidiaries. 
 “Guarantee and Collateral Agreement”: the Guarantee and Collateral Agreement to be executed and
delivered by the Loan Parties on the Closing Date, substantially in the form of Exhibit A. 
 “Guarantee
Obligation”: as to any Person (the “guaranteeing person”), (x) any obligation, including a reimbursement, counterindemnity or similar obligation, of the guaranteeing Person that guarantees or in effect guarantees, or which
is given to induce the creation of a separate obligation by another Person (including any bank under any letter of credit) that guarantees or in effect guarantees, any Indebtedness, leases, dividends or other obligations (the “primary
obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (a) to purchase any such
primary obligation or any property constituting direct or indirect security therefor, (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital
of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of
the primary obligor to make payment of such primary obligation or (d) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof or (y) any Lien on any assets of such Person securing any
Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien);
provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business or customary and reasonable indemnity obligations or product warranties.
The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (i) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and
(ii) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may
be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith. 

“Guarantors”: collectively, the Qualified Asset Guarantors and the Other Guarantors. 

“Guaranty”: means, collectively, the Guaranty made by the Company under Article XIII in favor of the Secured Parties
and the Guaranty made by the Guarantors in favor of the Secured Parties under the Guarantee and Collateral Agreement, together with each other guaranty and guaranty supplement delivered pursuant to Section 8.10. 

  
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 “Honor Date”: as defined in Section 3.4(a). 

“Impacted Loans”: as defined in Section 2.10(a). 

“Increase Effective Date”: as defined in Section 2.14(c). 

“Incremental Facilities”: as defined in Section 2.14(a). 

“Incremental Revolving Increase”: as defined in Section 2.14(a). 

“Incremental Term Loan Increase”: as defined in Section 2.14(a). 

“Indebtedness”: of any Person at any date, 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, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person,
excluding those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding
those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, provided that, as to such Person, recourse is limited to such property, (f) all
Guarantee Obligations by such Person of Indebtedness of others, but only to the extent of the amount of Indebtedness guaranteed, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person
as an account party in respect of letters of credit and letters of guaranty (other than such obligations with respect to letters of credit and letters of guaranty to support workers’ compensation insurance programs, which shall only constitute
Indebtedness when such letter of credit or letter of guaranty is drawn), (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all Off-Balance Sheet
Obligations of such Person, (k) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Capital Stock issued by such Person or any other Person, valued at the greater of its voluntary
or involuntary liquidation preference plus accrued and unpaid dividends (other than any obligation of such Person if such Person, in its sole discretion, may satisfy such obligation by delivering (or causing to be delivered) common Capital Stock in
the Company or any Excluded Subsidiary, as applicable), (l) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement
(other than any obligation of such Person if such Person, in its sole discretion, may satisfy such obligation by delivering (or causing to be delivered) common Capital Stock in the Company or any Excluded Subsidiary, as applicable), and (m) net
obligations under any Swap Agreements in an amount equal to the Swap Termination Value thereof. The Indebtedness of any Person shall include the Indebtedness (other than (i) Qualified JV Debt and (ii) any Indebtedness of China Merchants
Americold Logistics Company, Limited and China Merchants Americold Holdings Company, Limited outstanding as of the Closing Date) of any other entity (including any partnership in which such Person is a general partner) to the extent such Person, by
operation of the documentation evidencing such Indebtedness or by law, is liable therefor as a result of such Person’s ownership interest in or other 

  
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relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, Indebtedness shall not include
(i) prepaid or deferred revenue arising in the ordinary course of business and (ii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other
unperformed obligations of the seller of such asset. 
 “Indemnified Liabilities”: as defined in
Section 12.5. 
 “Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or
with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes. 

“Indemnitee”: as defined in Section 12.5. 

“Insolvency”: with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of
Section 4245 of ERISA. 
 “Insolvent”: pertaining to a condition of Insolvency. 

“Intangible Assets”: assets that are considered to be intangible assets under GAAP, excluding lease intangibles but including
customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, unamortized debt discount and capitalized research and development costs. 

“Intellectual Property”: the collective reference to all rights, priorities and privileges relating to intellectual property,
whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, and intellectual property in technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom. 

“Interest Expense”: for any Reference Period, an amount equal to the sum of the following with respect to Total Indebtedness:
(i) total interest expense, accrued in accordance with GAAP plus (ii) all capitalized interest determined in accordance with GAAP (including in the case of (i) and (ii), the Borrower’s pro rata share thereof for Unconsolidated
Affiliates, other than with respect to Qualified JV Debt), and excluding non-cash amortization or write-off of deferred financing costs or debt discount (including the
Borrower’s pro rata share thereof for Unconsolidated Affiliates). 
 “Interest Period”: as to any Eurodollar Loan, the
period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in each case, subject to availability), as
selected by the Borrower in its Committed Loan Notice given with respect thereto, or, if agreed to by all Lenders of the Class participating therein and the Administrative Agent, such other period that is twelve (12) month or less;
provided that: 

  
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 (i) if any Interest Period would otherwise end on a day that is not a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately
preceding Business Day; 
 (ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(iii) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made. 

“Investment”: (a) any purchase or other acquisition for value by the Company or any of its Subsidiaries of, or of a
beneficial interest in, any of the Capital Stock of any other Person; (b) any purchase or other acquisition for value by the Company or any of its Subsidiaries from any Person of all or a substantial portion of the business, property or fixed
assets of such Person or any division or line of business or other business unit of such Person; (c) any loan, advance or capital contributions by the Company or any of its Subsidiaries to, or Guarantee Obligations with respect to any
obligations of, any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business; and (d) all investments
consisting of any exchange traded or over-the-counter derivative transaction, including any Swap Agreement, whether entered into for hedging or speculative purposes or
otherwise. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. 

“ISP”: with respect to any Letter of Credit, the “International Standby Practices 1998” published by the Institute
of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents”: with respect to any Letter of Credit, the Letter of Credit Application, and any other document,
agreement, or instrument entered into by the applicable Letter of Credit Issuer and the Borrower (or any Subsidiary) or in favor of such Letter of Credit Issuer and relating to such Letter of Credit. 

“Joinder Agreement”: as defined in Section 2.14(b). 

“Joint Venture”: a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal
form; provided that in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party. 

“L/C Availability Period”: the period from and including the Closing Date to the earliest of (a) the L/C Maturity Date,
(b) the date of termination of the Total Revolving Credit Commitments pursuant to Section 4.2, and (c) the date of termination of the commitment of each Revolving Credit Lender to make Revolving Credit Loans and
of the obligation of the Letter of Credit Issuers to make L/C Credit Extensions pursuant to Section 10.l. 

  
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 “L/C Borrowing”: an extension of credit resulting from a drawing under any
Letter of Credit which has not been reimbursed on the applicable Reimbursement Date or refinanced as a Borrowing. 
 “L/C Credit
Extension”: with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“L/C Draw Notice”: as defined in Section 3.4(a). 

“L/C Maturity Date”: the date that is five Business Days prior to the Revolving Loan Maturity Date; provided that the
L/C Maturity Date may be extended beyond such date as provided in Section 3.1(b). 
 “L/C
Obligations”: on any date of determination, the sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings, including all L/C Borrowings. For all purposes of
this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit
shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 
 “L/C Participant”: as
defined in Section 3.3(a). 
 “L/C Participation”: as defined in
Section 3.3(a). 
 “Lead Arrangers”: the collective reference to MLPFS, JPMorgan Chase Bank,
N.A., RBC Capital Markets and Coöoperatieve Rabobank U.A., New York Branch, each in their capacity as a joint lead arranger for the credit facilities under this Agreement. 

“Leased Rate”: at any time, with respect to any Real Property, the ratio, expressed as a percentage, of (a) the rentable
operating square footage of such Real Property actually leased by tenants that are not any Group Member or Affiliates of any Group Member and paying rent at rates not materially less than rates generally prevailing at the time the applicable lease
was entered into, pursuant to binding leases as to which no default or event of default has occurred and is continuing to (b) the aggregate rentable operating square footage of such Real Property. 

“Lender”: each Person that, at any time, holds a Loan or a Commitment hereunder and, unless the context requires otherwise,
includes the Swing Line Lender. 
 “Lending Office”: as to any Lender, the office or offices of such Lender described as
such in such Lender’s Administrative Questionnaire, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent, which office may include any Affiliate of such Lender or any domestic or
foreign branch of such Lender or such Affiliate. Unless the context otherwise requires each reference to a Lender shall include its applicable Lending Office. 

“Letter of Credit”: each standby letter of credit issued pursuant to Article III and shall include the Existing
Letters of Credit. 

  
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 “Letter of Credit Application”: an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the applicable Letter of Credit Issuer. 
 “Letter of Credit
Subfacility”: means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Letter of Credit Issuers’ Letter of Credit Sublimits at such time, as the same may be reduced from time to time pursuant to
Article III, and (b) the Total Revolving Credit Commitment at such time. The Letter of Credit Subfacility is part of, and not in addition to, the Total Revolving Credit Commitments. On the Closing Date, the Letter of Credit Subfacility
is $80,000,000. 
 “Letter of Credit Sublimit”: means, as to each Letter of Credit Issuer, its agreement as set forth in
Article III to issue, amend and extend Letters of Credit in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1A under the caption “Letter
of Credit Sublimit” or in the Assignment and Assumption or Joinder Agreement or other documentation, which other documentation shall be in form and substance satisfactory to the Administrative Agent, pursuant to which such Lender becomes a
Letter of Credit Issuer hereunder, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

“Letter of Credit Exposure”: with respect to any Lender, at any time, the sum of (a) the amount of any Unpaid Drawings
in respect of which such Lender has made (or is required to have made) payments to the applicable Letter of Credit Issuer pursuant to Section 3.3 at such time and (b) such Lender’s Revolving Credit Commitment
Percentage of the L/C Obligations at such time (excluding the portion thereof consisting of Unpaid Drawings in respect of which the Lenders have made (or are required to have made) payments to the applicable Letter of Credit Issuer pursuant to
Section 3.3). 
 “Letter of Credit Fee”: as defined in Section 4.1(b).

 “Letter of Credit Issuer”: each of (a) JPMorgan Chase Bank, N.A. and Bank of America, (b) any other Lender
designated as a Letter of Credit Issuer by the Borrower with the written consent of the Administrative Agent (which shall not be unreasonably withheld or delayed) and such Lender, and (c) any replacement, additional issuer or successor
appointed pursuant to Section 3.6; provided that for so long as any Existing Letter of Credit remains outstanding hereunder, the issuer of such Existing Letter of Credit shall continue to be the Letter of Credit
Issuer with respect to such Existing Letter of Credit. References herein and in the other Loan Documents to the “Letter of Credit Issuer” shall be deemed to refer to the Letter of Credit Issuer in respect of the applicable Letter of Credit
or to all Letter of Credit Issuers, as the context requires. 
 “LIBOR”: as defined in the definition of Eurodollar Rate.

 “LIBOR Successor Rate”: as defined in Section 2.9. 

“Lien”: any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge
or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any capital lease having
substantially the same economic effect as any of the foregoing); provided that in no event shall an operating lease be deemed to be a Lien. 

  
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 “Loan”: any loan made by any Lender pursuant to this Agreement. 

“Loan Document Obligations”: the unpaid principal of and interest on (including interest accruing after the maturity of the
Loans and interest accruing after the filing of any petition under any Debtor Relief Laws, or the commencement of any proceeding under any Debtor Relief Law, relating to any Loan Party or any Affiliate thereof, whether or not a claim for post-filing
or post-petition interest is allowed in such proceeding) the Loans, each payment required to be made by the Borrower under this Agreement in respect of any Letter of Credit and all other obligations and liabilities of any Loan Party, whether direct
or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, this Agreement, any other Loan Document or any other document made, delivered or given in
connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all fees, charges and disbursements of counsel to the Bookrunner, the Administrative Agent, any
Letter of Credit Issuer or any Lender that are required to be paid by any Loan Party pursuant hereto) or otherwise (including monetary obligations incurred during the pendency of any proceeding under any Debtor Relief Laws regardless of whether
allowed or allowable in such proceeding). 
 “Loan Documents”: the collective reference to this Agreement, the Collateral
Documents, the Notes, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16, the Fee Letter, the Guaranty, any Joinder Agreement and any agreement
designating a Lender as a Letter of Credit Issuer, and any amendment, waiver, supplement or other modification to any of the foregoing. 

“Loan Parties”: the collective reference to the Borrower, the Company and the Guarantors. 

“Maintenance Capital Expenditures”: for any Reference Period, all capital expenditures actually made by the Company, the
Borrower and their consolidated Subsidiaries (and the pro rata share of capital expenditures made by Unconsolidated Affiliates) during such period for the maintenance of Capital Assets of such Person, excluding capital expenditures for
modernization. 
 “Majority in Interest”: when used in reference to Lenders holding Loans or Commitments of any Class, at
any time, (a) in the case of the Revolving Credit Lenders, Lenders (other than Defaulting Lenders) having Revolving Credit Exposures and unused Revolving Credit Commitments representing more than 50% of the sum of the aggregate Revolving Credit
Exposure and the unused aggregate Revolving Credit Commitment at such time and (b) in the case of the Term Lenders of any Class, Lenders (other than Defaulting Lenders) holding outstanding Term Loans of such Class representing more than
50% of the aggregate principal amount of all Term Loans of such Class outstanding at such time. 
 “Master Agreement”:
any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, together with any related schedules. 

  
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 “Material Adverse Effect”: a material adverse effect on (a) the business,
financial condition or results of operations of the Company, the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Loan Parties (taken as a whole) to perform their obligations under this Agreement or the other Loan
Documents or (c) the rights and remedies of the Administrative Agent, the Letter of Credit Issuers or the Lenders hereunder or under the other Loan Documents. 

“Material Contract”: (a) any Contractual Obligation or instrument evidencing Indebtedness in excess of $3,000,000; (b) any
material employment agreement between any Group Member and an executive officer of the Borrower, collective bargaining agreements or other material agreements with any labor organization or union; (c) any Contractual Obligation for the sale or
other transfer of any Group Member’s owned Real Property where temperature controlled warehouse facilities are located or other tangible assets having a fair market value in excess of $3,000,000 that has not yet been consummated; (d) any
Contractual Obligation relating to the material Intellectual Property owned or used by the Group Members in connection with their business other than licenses of software used by any Group Member in the ordinary course of business; (e) any
Contractual Obligation with a customer of any Group Member for temperature-controlled warehouse storage and/or related services and handling involving or reasonably expected to involve payments in excess of $3,000,000 during any fiscal year;
(f) any transportation services Contractual Obligation with a customer of any Group Member involving payments or reasonably expected to involve payments in excess of $3,000,000 during any fiscal year; (g) any Contractual Obligation that
creates a Joint Venture other than the governing or organizational documents of any Group Member; (h) any material Contractual Obligation relating to a CMBS Financing; and (i) any other Contractual Obligation not otherwise covered by
clauses (a) through (h) above involving or reasonably expected to involve payments by or to any Group Member in excess of $3,000,000 in the aggregate during any fiscal year, in each case that is not cancelable by either party thereto on 30 days
or less notice without costs or penalty. 
 “Material Disposition”: any Disposition or series of related Dispositions with
respect to any Qualified Asset that yields gross proceeds to the Company or any of its Subsidiaries in excess of $3,000,000 or that causes such Qualified Asset to cease to meet any of the Eligibility Criteria with respect to such Qualified Asset.

 “Materials of Environmental Concern”: any substances, materials or wastes defined in or regulated under any
Environmental Law, including any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, asbestos, anhydrous ammonia, ozone-depleting substances, polychlorinated biphenyls
and urea-formaldehyde insulation. 
 “Maturity Date”: the applicable Term Loan Maturity Date or Revolving Loan Maturity
Date. 
 “Maximum Rate”: as defined in Section 12.14. 

“Minimum Borrowing Amount”: with respect to a Borrowing of Eurodollar Loans, $1,000,000 (or, if less, the entire remaining
applicable Commitments at the time of such Borrowing) and (ii) with respect to a Borrowing of Base Rate Loans $1,000,000 (or, if less, the entire remaining applicable Commitments at the time of such Borrowing). 

  
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 “Minimum Collateral Amount”: at any time, (a) with respect to Cash
Collateral consisting of Cash or Cash Equivalents or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of the Fronting Exposure of each Letter of Credit
Issuer with respect to Letters of Credit issued by it and outstanding at such time and (b) with respect to Cash Collateral consisting of Cash or Cash Equivalents or deposit account balances provided in accordance with the provisions of
Section 3.8(a)(i) or (a)(ii), an amount equal to 102% of the outstanding amount of all L/C Obligations. 

“Minimum Property Condition”: as defined in Section 8.18. 

“MLPFS”: Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by
Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this
Agreement). 
 “Moody’s”: Moody’s Investors Service, Inc., and any successor to its rating agency
business. 
 “Multiemployer Plan”: a multiemployer plan as defined in Section 4001(a)(3) of ERISA which is or was
contributed to by (or to which there is or was an obligation to contribute to or any other obligation or liability with respect to) any Group Member or any ERISA Affiliate. 

“Negative Pledge”: a provision of any document, instrument or agreement (including any governing or organizational document),
other than this Agreement or any other Loan Document, that prohibits, restricts or limits, or purports to prohibit, restrict or limit, the creation or assumption of any Lien on any assets of a Person as security for the Indebtedness of such Person
or any other Person; provided, however, that (x) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber
its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge and (y) customary contractual restrictions in a lease relating to the granting of a Lien
on the applicable leasehold interest or leased property shall not constitute a Negative Pledge. 

“Non-Bank Tax Certificate”: as defined in
Section 5.4(e)(ii)(B)(3). 
 “Non-Consenting Lender”: as
defined in Section 2.15(b). 
 “Non-Defaulting Lender”:
each Lender other than a Defaulting Lender. 
 “Non-Extension Notice Date”: as
defined in Section 3.2(d). 
 “Non-Qualified Asset
Subsidiaries”: Subsidiaries of the Borrower that are not Qualified Asset Guarantors. 

“Non-Recourse Indebtedness”: with respect to any Person, (a) Indebtedness, or a
Guarantee Obligation of Indebtedness, in respect of which recourse for payment (except to the extent of any Customary Non-Recourse Carve-Outs) is contractually limited to specific assets of such Person
encumbered by a Lien securing such Indebtedness or Guarantee Obligation, (b) if 

  
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such Person is a Single Asset Entity, any Indebtedness of such Person (other than Indebtedness described in the immediately following clause (c)), or (c) if such Person is a Single Asset
Holding Company, any Indebtedness (“Holdco Indebtedness”) of such Single Asset Holding Company resulting from a Guarantee Obligation of, or Lien securing, Indebtedness of a Single Asset Entity that is a subsidiary of such Single
Asset Holding Company, so long as, in each case, either (i) recourse for payment of such Holdco Indebtedness (except for Customary Non-Recourse Carve-Outs) is contractually limited to the Capital Stock
held by such Single Asset Holding Company in such Single Asset Entity or (ii) such Single Asset Holding Company has no assets other than Capital Stock in such Single Asset Entity and cash and other assets of nominal value incidental to the
ownership of the such Single Asset Entity. 
 “Notes”: the collective reference to any promissory note evidencing Loans.

 “Normalized Adjusted FFO”: “funds from operations” as defined in accordance with the standards established by
the Board of Governors of the National Association of Real Estate Investment Trusts as in effect from time to time; provided that Normalized Adjusted FFO shall (i) be based on net income after payment of distributions to holders of
preferred partnership units in the Borrower and distributions necessary to pay holders of preferred stock of the Company, and (ii) at all times exclude, without duplication, (a) impairment charges, restructuring charges, acquisition
related costs and stock based compensation expense and (b) gains or losses from sales of previously depreciated non-real estate assets, non-real estate
depreciation, depletion and amortization, amortization of deferred financing costs, amortization of debt discount, amortization of above or below market leases, adjustments for straight line rents, non-cash or
extraordinary gains or losses from foreign exchange, non-cash or extraordinary gains or losses from derivative instruments, and other extraordinary or non-recurring
charges. 
 “Obligations”: the collective reference to (a) the Loan Document Obligations, (b) the Secured Swap
Obligations and (c) the Secured Cash Management Obligations. Notwithstanding the foregoing, (i) unless otherwise agreed to by the Borrower and any Cash Management Bank or Qualified Counterparty, as applicable, the obligations of any Loan
Party under any Specified Cash Management Agreement or Specified Swap Agreement shall be secured and guaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed,
and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and any other Loan Document shall not require the consent (solely in their capacity as such) of the holders of Secured Cash Management
Obligations or Secured Swap Obligations under Specified Swap Agreements. 
 “OFAC”: the U.S. Department of the Treasury
Office of Foreign Assets Control. 
 “Off-Balance Sheet Obligations”: liabilities
and obligations of the Company, any Subsidiary of the Company or any other Person in respect of “off-balance sheet arrangements” (as defined in the SEC
Off-Balance Sheet Rules) which the Company would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of a report on
Form 10-Q or Form 10-K (or their equivalents) (but, for the avoidance of doubt, excluding operating leases and ordinary course contracts for the purchase of power). As
used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR Parts 228, 229 and 249). 

  
 31 








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

“Other Guarantors”: each Domestic Subsidiary of the Borrower, whether existing on the Closing Date or formed or acquired
thereafter, that guarantees the Obligations pursuant to the Guarantee and Collateral Agreement, other than the Qualified Asset Guarantors. 

“Other Taxes”: all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document except such Taxes that are Other
Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.15). 

“Overnight Rate”: for any day, the greater of (a) the Federal Funds Rate and (b) an overnight rate determined by
the Administrative Agent, the Swing Line Lender or a Letter of Credit Issuer, as the case may be, in accordance with banking industry rules on interbank compensation. 

“Participant”: as defined in Section 12.6(c). 

“Participant Register”: as defined in Section 12.6(c). 

“Patriot Act”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (Title III of Pub. L. 107-56, Oct. 26, 2001). 
 “Payment in
Full”: all Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under this Agreement or any other Loan Document have been paid in full (other than
(a) Secured Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank have been made, (b) Secured Swap Obligations as to which arrangements satisfactory to the applicable Qualified
Counterparty have been made and (c) any contingent obligations or contingent indemnification obligations not then due or asserted) and all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the
Administrative Agent and the applicable Letter of Credit Issuer have been made) have expired or been terminated or Cash Collateralized in an amount reasonably acceptable to each applicable Letter of Credit Issuer and all Unpaid Drawings have been
reimbursed. 
 “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or
any successor). 

  
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 “Pension Plan”: any Plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Group Member or any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4069 of ERISA be deemed to
be) an “employer” as defined in Section 3(5) of ERISA. 
 “Perfection Certificate”: a certificate
substantially in the form of Exhibit C. 
 “Permitted Acquisition”: any acquisition, whether by purchase, merger,
amalgamation, consolidation or otherwise, of (x) all or substantially all of the assets of any Person, or a business line or unit or a division of any Person, or any parcel of Real Property and improvements thereto, (y) the Capital Stock
of any Person such that such Person becomes a Subsidiary; provided that: 
 (a) no Event of Default shall have occurred and be
continuing or would result therefrom; 
 (b) before and after giving effect thereto, the Company and its Subsidiaries are in compliance on a
Pro Forma Basis with the Financial Covenants; 
 (c) after giving effect thereto, the Company and its Subsidiaries are in compliance on a Pro
Forma Basis with Section 8.3; 
 (d) to the extent any such acquired property or asset (including any asset or
property owned by an acquired Person) is to be designated a Qualified Asset and reflected in the Borrowing Base, any such asset or property shall be subject to the satisfaction of all Eligibility Criteria applicable to the relevant category of
Qualified Assets, including, for the avoidance of doubt, that such property or asset shall be owned, operated or leased by a Qualified Asset Guarantor (or the Person that owns, operates or leases such property or asset shall become a Qualified Asset
Guarantor and all of such Person’s Capital Stock shall be pledged as Collateral under the Loan Documents) and the other conditions set forth in Section 8.17; and 

(e) except to the extent such acquired Person would be an Excluded Subsidiary, any such acquired Person, the assets or property of which are
not designated as Qualified Assets or reflected in the Borrowing Base, shall become an Other Guarantor and all such Person’s Capital Stock shall be pledged as Collateral under the Loan Documents. 

“Permitted Encumbrances”: 

(a) Liens imposed by law for Taxes or other related governmental charges or claims that are not yet due or that are being contested in good
faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP; 

(b) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s,
construction contractors’ and other like Liens arising in the ordinary course of business and securing obligations that are not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings; 


  
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 (c) Liens arising from judgments or decrees for the payment of money in circumstances that do not
constitute an Event of Default under Section 10.1(j); 
 (d) easements, restrictions, rights-of-way, use restrictions, rights of first refusal and similar encumbrances on Real Property imposed by law or arising in the ordinary course of business that do not
secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the applicable Group Member; 

(e) Liens arising from precautionary UCC financing statement or similar filings made in respect of operating leases entered into by the
Borrower or any of its Subsidiaries; 
 (f) any zoning or similar law or right reserved to, or vested in, any Governmental Authority to
control or regulate the use of any real property that do not materially detract from the value of the affected property or interfere with the ordinary course of conduct of the business of the applicable Group Member; 

(g) Liens affecting title on Real Property that have been fully paid off and satisfied and which remain of record through no fault of the
Person that owns such Real Property and that, in any event do not have a material and adverse effect with respect to the use, operations or marketability of the affected Real Property or with respect to the ownership of the affected Real Property,
and do not interfere with the ordinary conduct of business of the applicable Group Member; 
 (h) Liens securing Indebtedness consisting of
Capital Lease Obligations of the Borrower or any Qualified Asset Guarantor in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; 

(i) Liens securing Indebtedness consisting of Capital Lease Obligations of any Qualified Asset Guarantor in respect of any Eligible Capital
Leased Assets; 
 (j) rights of lessors under Eligible Ground Leased Assets; and 

(k) Liens on assets included in the Eligible Managed Segment that are contractual rights of set-off
relating to purchase orders and other agreements entered into with customers of the Borrower or any Subsidiary in the ordinary course of business. 

“Permitted Equity Encumbrances”: 

(a) Liens and Negative Pledges pursuant to any Loan Document; 

(b) Liens imposed by law for Taxes or other related governmental charges or claims that are not yet due or that are being contested in good
faith by appropriate proceedings; provided that adequate reserves with respect thereto are maintained on the books of the applicable Group Member in conformity with GAAP; and 

(c) Liens arising from judgments or decrees for the payment of money in circumstances that do not constitute an Event of Default under
Section 10.1(j). 

  
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 “Permitted Holders”: collectively, Ronald W. Burkle, any entities
controlled (directly or indirectly) by Ronald W. Burkle, The Yucaipa Companies LLC, Fortress Investment Group LLC, any investment funds managed by any of the foregoing Persons or any Affiliates of the foregoing Persons in which greater than 50% of
the total voting power normally entitled to vote in the election of directors, managers, trustees, or similar positions, as applicable, is beneficially owned by, directly or indirectly, on a collective basis, the foregoing Persons. 

“Person”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust,
unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. 
 “Plan”: any
employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Group Member or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an employer” as defined in Section 3(5) of ERISA. 

“Platform”: as defined in Section 8.2. 

“Portfolio Premium”: in respect of any Acceptable Portfolio Appraisal, the ratio of (a) the “as is” market
value for all Eligible Owned Assets and Eligible Ground Leased Assets at the time of such Acceptable Portfolio Appraisal taken as a whole, including the portfolio premium for such assets as compared to the sum of the individual “as is”
values of such assets, to (b) the sum of the “as is” market values for each Eligible Owned Asset and Eligible Ground Leased Asset at the time of such Acceptable Portfolio Appraisal as reflected in such Acceptable Portfolio Appraisal.

 “Private Lenders”: Lenders that wish to receive Private-Side Information. 

“Private-Side Information”: any information with respect to the Company and its Subsidiaries that is not Public-Side
Information. 
 “Pro Forma Balance Sheet”: as defined in Section 6.1. 

“Pro Forma Balance Sheet Date”: as defined in Section 6.1. 

“Pro Forma Basis”: with respect to the calculation of the Financial Covenants or otherwise for purposes of determining the
Total Leverage Ratio, EBITDA or Interest Expense as of any date, that such calculation shall give pro forma effect to all Permitted Acquisitions, all issuances, incurrences or assumptions of Indebtedness (with any such Indebtedness being deemed to
be amortized over the applicable testing period in accordance with its terms) and all sales, transfers or other Dispositions of any material assets outside the ordinary course of business (and any related prepayments or repayments of Indebtedness)
that have occurred during (or, if such calculation is being made for the purpose of determining whether any proposed acquisition will constitute a Permitted Acquisition, since the beginning of) the then-applicable Reference Period as if they
occurred on the first day of such Reference Period (including any reasonably identifiable and factually supportable cost savings (including synergies, operating expense reductions and other operating improvements) certified by a Responsible Officer
of the Borrower as having been determined in good faith to be reasonably anticipated to be realizable within 12 months following 

  
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any Permitted Acquisition, any Disposition of any material assets outside the ordinary course of business, any operational change or any operational initiative (including, to the extent
applicable, arising from the Transactions), net of the amount of any actual benefits realized during such Reference Period; provided that (x) the aggregate amount of any increase in EBITDA in respect of such cost savings made in reliance
on this definition for any Reference Period shall not exceed 10% of EBITDA for such Reference Period (calculated prior giving effect to such increase) and (y) if any cost savings included in any pro forma calculations based on the expectation
that such cost savings will be realized within 12 months following such transaction shall at any time cease to be reasonably expected to be so realized within such period, then on and after such time pro forma calculations required to be made
hereunder shall not reflect such cost savings. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had
been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness if such Swap Agreement has a remaining term in excess of 12 months). 

“Pro Forma Closing Date Compliance Certificate”: has the meaning specified in Section 7.1(o). 

“Prohibited Transaction”: a non-exempt prohibited transaction as defined in
Section 406 of ERISA or Section 4975(c) of the Code. 
 “Properties”: as defined in
Section 6.15(a). 
 “PTE”: 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 Lenders”: Lenders that do not wish to receive
Private-Side Information. 
 “Public-Side Information”: information that is either (a) available to all holders of
Traded Securities of the Company, the Borrower and their respective Subsidiaries or (b) not material non-public information (for purposes of United States federal, state or other applicable securities
laws). 
 “Qualified Asset”: any Eligible Owned Asset, Eligible Ground Leased Asset, Eligible Capital Leased Asset,
Eligible Operating Leased Asset or Eligible Managed Segment, in each case which shall be initially listed as of the Closing Date on Schedule 1.1B, plus any property or asset which subsequently becomes a Qualified
Asset in accordance with Section 8.17, but excluding (i) any Qualified Asset which is removed by the Administrative Agent in accordance with Section 8.16 or (ii) any Qualified Asset which
is released in accordance with Section 8.15. 
 “Qualified Asset Guarantors”: each Wholly-Owned
Domestic Subsidiary of the Borrower, whether existing on the Closing Date or formed or acquired thereafter, that guarantees the Obligations pursuant to the Guarantee and Collateral Agreement and that owns, leases or operates a Qualified Asset. To
the extent that all of the Qualified Assets owned, leased or operated by any such Wholly-Owned Domestic Subsidiary are removed or released from the Borrowing Base pursuant to Section 8.15 or
Section 8.16 of this Agreement, such Subsidiary shall no longer be deemed to be a Qualified Asset Guarantor for the purposes of this Agreement. 

  
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 “Qualified Counterparty”: with respect to any Swap Agreement entered into by the
Borrower or any of its Subsidiaries, any counterparty thereto that (a) is the Administrative Agent, the Bookrunner, a Lead Arranger or any Affiliate of the foregoing, (b) at the time it entered into such Swap Agreement with the Borrower or
any of its Subsidiaries, was the Administrative Agent, the Bookrunner, a Lead Arranger or an Affiliate of the foregoing, (c) with respect to any such Swap Agreement entered into on or prior to the Closing Date, is a Lender or an Affiliate of a
Lender on the Closing Date and (d) with respect to any such Swap Agreement entered into after the Closing Date, is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into; provided that in the case of a
Specified Swap Agreement with a Person that is no longer a Lender (or an Affiliate of a Lender), such Person shall be considered a Qualified Counterparty only through the stated termination date (without extension or renewal) of such Specified Swap
Agreement. 
 “Qualified ECP Guarantor”: in respect of any Secured Swap Obligation, each Loan Party that has total assets
exceeding $10,000,000 at the time the relevant Guarantee Obligation or grant of the relevant security interest becomes or would become effective with respect to such Secured Swap Obligation and each other Loan Party that constitutes an
“eligible contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time by guaranteeing or entering into a keepwell in respect of
obligations of such other person under Section la(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Qualified JV Debt”:
Indebtedness of an Unconsolidated Affiliate that is secured by cash collateral provided by the holders of Capital Stock in such Unconsolidated Affiliate. 

“Real Property”: collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels
of or interests in real property owned in fee or leased by any Group Member, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures incidental to the ownership or lease
thereof. 
 “Recipient”: (a) the Administrative Agent, (b) any Letter of Credit Issuer, (c) any Lender and
(d) any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, as applicable. 

“Recourse Indebtedness”: with respect to any Person, Indebtedness of such Person other than
Non-Recourse Indebtedness of such Person and Indebtedness under the Loan Documents. 

“Reference Period”: in effect at any time, the most recent period of four consecutive fiscal quarters of the Borrower ended
on or prior to such time (taken as one accounting period) in respect of which financial statements for each quarter or fiscal year in such period have been or are required to be delivered pursuant to Section 8.1(a) or
(b), as applicable. 
 “Register”: as defined in Section 12.6(b). 

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

“Reimbursement Date”: as defined in Section 3.4(a). 

  
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 “Reimbursement Obligations”: the Borrower’s obligations to reimburse Unpaid
Drawings pursuant to Section 3.4(a). 
 “REIT”: as defined in
Section 6.9. 
 “REIT IPO”: as defined in Section 7.1(n). 

“Related Parties”: with respect to any specified Person, such Person’s Affiliates and the respective directors,
officers, employees, agents, trustees, managers, advisors, representatives and controlling persons of such Person. 

“Release”: any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal,
leaching or migration into or through the indoor or outdoor environment. 
 “Release Conditions”: as defined in
Section 8.15. 
 “Release Request”: as defined in Section 8.15. 

“Reportable Event”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the
thirty (30) day notice period is waived under applicable regulations, with respect to a Pension Plan. 
 “Required
Lenders”: at any time, the Lenders that are not Defaulting Lenders having or holding more than 50% of the aggregate Revolving Credit Exposure, unused Commitments and outstanding principal amount of the Term Loans of Lenders that are not
Defaulting Lenders at such time; provided, that the amount of any participation in any Swing Line Loan and unreimbursed amounts owed to any Letter of Credit Issuer that any Defaulting Lender has failed to fund that have not been reallocated
and funded by another Lender shall be deemed to be held by the Swing Line Lender (in the case of a Swing Line Loan) or the applicable Letter of Credit Issuer (in the case of unreimbursed amounts owed to such Letter of Credit Issuer) in making such
determination. 
 “Required Revolving Credit Lenders”: at any time, Lenders that are not Defaulting Lenders having or
holding more than 50% of the aggregate Revolving Credit Exposure and unused Revolving Credit Commitments of Lenders that are not Defaulting Lenders at such time; provided, that the amount of any participation in any Swing Line Loan and
unreimbursed amounts owed to any Letter of Credit Issuer that any Defaulting Lender has failed to fund that have not been reallocated and funded by another Lender shall be deemed to be held by the Swing Line Lender (in the case of a Swing Line Loan)
or the applicable Letter of Credit Issuer (in the case of unreimbursed amounts owed to such Letter of Credit Issuer) in making such determination. 

“Required Term Loan Lenders”: at any time, Lenders that are not Defaulting Lenders having or holding more than 50% of the
aggregate principal amount of Term Loans of Lenders that are not Defaulting Lenders outstanding at such time. 
 “Requirement of
Law”: as to any Person, the certificate of incorporation and by-laws or other organizational or Governing Documents of such Person, and any law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 

  
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 “Resignation Effective Date”: as defined in
Section 11.19. 
 “Responsible Officer”: (i) the Chairman of the Board, the President, the Chief
Executive Officer, the Chief Financial Officer, the General Counsel, any Senior Vice President, with respect to certain limited liability companies or partnerships that do not have officers, any manager, managing member or general partner thereof,
any other senior officer of the Company, the Borrower or any other Loan Party designated as such in writing to the Administrative Agent by the Company, the Borrower or any other Loan Party, as applicable, but in any event, with respect to financial
matters, a Financial Officer of the applicable Loan Party, (ii) solely for purposes of the delivery of incumbency certificates pursuant to Section 7.1, the secretary or any assistant secretary of a Loan Party
and (iii) solely for purposes of notices given pursuant to Article II and Article III, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative
Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of
a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of
such Loan Party. 
 “Restricted Payments”: as defined in Section 9.5. 

“Revolving Credit Commitment”: as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to
the Borrower pursuant to Section 2.1(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed
the amount set forth opposite such Lender’s name on Schedule 1.1A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption or Joinder Agreement pursuant to which such Lender becomes a party hereto, as
applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 
 “Revolving Credit Commitment
Percentage”: with respect to any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place) the numerator of which is such Lender’s Revolving Credit Commitment at such time and the denominator of
which is the amount of the Total Revolving Credit Commitment at such time, subject to adjustment as provided in Section 2.16; provided that if the commitment of each Revolving Credit Lender to make Revolving
Credit Loans and the obligation of each Letter of Credit Issuer to make L/C Credit Extensions have been terminated pursuant to Section 10.1 or if the Total Revolving Credit Commitments have expired, then the Revolving
Credit Commitment Percentage of each Lender shall be determined based on the Revolving Credit Commitment Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Revolving Credit Commitment
Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.1A or in the Assignment and Assumption or Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable. 

  
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 “Revolving Credit Exposure”: with respect to any Lender at any time, the sum of
(a) the aggregate principal amount of Revolving Credit Loans of such Lender then outstanding and (b) such Lender’s Letter of Credit Exposure at such time and (c) such Lender’s participation in Swing Line Loans at such time.

 “Revolving Credit Extension Request”: as defined in Section 2.14(h)(ii). 

“Revolving Credit Lender”: at any time, any Lender that has a Revolving Credit Commitment at such time. 

“Revolving Credit Loan”: as defined in Section 2.1(b). 

“Revolving Credit Termination Date”: the date on which the Revolving Credit Commitments shall have terminated, no Revolving
Credit Loans shall be outstanding and the L/C Obligations shall have been reduced to zero or Cash Collateralized. 
 “Revolving Loan
Extension Notice”: as defined in Section 2.17(a). 
 “Revolving Loan Maturity Date”:
initially, January 23, 2021 (such date, the “Initial Revolving Loan Maturity Date”), or, upon extension of the Initial Revolving Loan Maturity Date in accordance with Section 2.17, January 23,
2022. 
 “S&P”: S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency
business. 
 “Sanctioned Country”: at any time, a country, region or territory which is, or the government of which is, the
subject or target of any Sanctions. 
 “Sanctioned Person”: at any time, (a) any Person that is the subject of
Sanctions or listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the European Union, the United Nations or Her Majesty’s Treasury, (b) any Person operating, organized or resident
in a Sanctioned Country, (c) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Requirement of Law or (d) any
Person owned or controlled by any such Person or Persons. 
 “Sanctions”: economic or financial sanctions or trade
embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, the European Union, the United Nations, Her Majesty’s Treasury and sanctions under other
similar Requirements of Law of other jurisdictions in which a Person conducts its business. 
 “SEC”: the Securities and
Exchange Commission, any successor thereto and any analogous Governmental Authority. 
 “Secured Cash Management
Obligations”: all obligations of any Loan Party (whether absolute or contingent and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)), as applicable,
under any Specified Cash Management Agreement. 

  
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 “Secured Parties”: collectively, the Bookrunner, the Lead Arrangers, the
Administrative Agent, the Letter of Credit Issuers, the Lenders, the Qualified Counterparties that are party to Specified Swap Agreements, the Cash Management Banks that are party to Specified Cash Management Agreements, and the successors and
permitted assigns of each of the foregoing. 
 “Secured Indebtedness”: with respect to any Person, all Indebtedness of such
Person that is secured by a Lien. 
 “Secured Recourse Indebtedness”: with respect to any Person, all Recourse Indebtedness
of such Person that constitutes Secured Indebtedness. 
 “Secured Swap Obligations”: all obligations of any Loan Party
(whether absolute or contingent and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)), as applicable, under any Specified Swap Agreement; provided that,
in the case of any Excluded Swap Guarantor, “Secured Swap Obligations” shall not include any Excluded Swap Obligations of such Excluded Swap Guarantor. 

“Securities”: any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation
in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing. 
 “Shareholders’ Equity”: as of any date of determination, consolidated shareholders’ equity of the
Company and its Subsidiaries as of that date determined in accordance with GAAP. 
 “Single Asset Entity”: a Person (other
than an individual) that (a) only owns a single real property and/or cash and other assets of nominal value incidental to such Person’s ownership of such real property; (b) is engaged only in the business of owning, developing and/or
leasing such real property and activities incidental thereto; and (c) receives substantially all of its gross revenues from such real property. In addition, if the assets of a Person consist solely of (i) Capital Stock in one or more other
Single Asset Entities and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement
(such an entity, a “Single Asset Holding Company”). 
 “Single Asset Holding Company”: as defined in the
definition of Single Asset Entity. 
 “Solvent”: with respect to any Person, as of any date of determination, (a) the
amount of the “present fair saleable value” (determined on a going concern basis) of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such
date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value 

  
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(determined on a going concern basis) of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such
debts become absolute and matured in the ordinary course, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business as contemplated on the date hereof, and (d) such Person
will be able to pay its debts as they mature in the ordinary course. 
 “Specified Cash Management Agreement”: any Cash
Management Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Cash Management Bank, which is specified in a Designation Notice delivered to the Administrative Agent by such Cash Management Bank and
acknowledged in writing by the Borrower, as constituting a Specified Cash Management Agreement hereunder. 
 “Specified Swap
Agreement”: any Swap Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Qualified Counterparty, which is specified in a Designation Notice delivered to the Administrative Agent by such Qualified
Counterparty and acknowledged in writing by the Borrower, as constituting a Specified Swap Agreement hereunder. For purposes of the preceding sentence, one Designation Notice designating all Swap Agreements entered into pursuant to a specified
Master Agreement as “Specified Swap Agreements” may be delivered to the Administrative Agent. 
 “Stabilized
Property”: has the meaning specified in the definition of “Development Property”. 
 “Stated Amount”:
with respect to any Letter of Credit, the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met; provided, however, that with respect to any
Letter of Credit that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the stated amount thereof, the Stated Amount shall be deemed to be the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such time. 
 “Subsidiary”: as to
any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation,
partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a
“Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Summary Information Memorandum”: the Summary Information Memorandum dated October 19, 2017, relating to the
Transactions. 
 “Swap Agreement”: any agreement with respect to any swap, forward, future or derivative transaction or
option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or
value or any similar transaction or any combination of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or
consultants of any Loan Party or any of their respective Subsidiaries shall be a “Swap Agreement”. 

  
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 “Swap Termination Value”: in respect of any one or more Swap Agreements, after
taking into account the effect of any legally enforceable netting agreement relating to such Swap Agreements, (a) for any date on or after the date such Swap Agreements have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) above, the amount(s) determined as the
mark-to-market value(s) for such Swap Agreements, as determined in accordance with the terms thereof and in accordance with customary methods for calculating mark-to-market values under similar agreements between the parties to such Swap Agreements (which may include a Lender or any Affiliate of a Lender). 

“Swing Line Borrowing”: a borrowing of a Swing Line Loan pursuant to Section 2.3. 

“Swing Line Lender”: Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender
hereunder. 
 “Swing Line Loan”: as defined in Section 2.3(a). 

“Swing Line Loan Notice”: a notice of a Swing Line Borrowing pursuant to Section 2.2(b), which
shall be substantially in the form of Exhibit G-2 or such other form as reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Swing Line Participation”: as defined in Section 2.3(a). 

“Swing Line Sublimit”: an amount equal to the lesser of (a) $25,000,000 and (b) the Total Revolving Credit Commitments.
The Swing Line Sublimit is part of, and not in addition to, the Total Revolving Credit Commitments. 
 “Syndication
Agents”: JPMorgan Chase Bank, N.A., Royal Bank of Canada and Coöoperatieve Rabobank U.A., New York Branch, each in its capacity as a syndication agent under this Agreement. 

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

“Term Commitment”: as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to
Section 2.1(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 1.1A under the caption “Term
Commitment”. 
 “Term Lender”: a Lender with a Term Commitment or an outstanding Term Loan. 

  
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 “Term Loan”: an advance made by any Term Lender under the Term Loan Facility,
including an advance made in connection with any Incremental Term Loan Increase, in each case made pursuant to and in accordance with this Agreement. 

“Term Loan Facility”: at any time, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at
such time. The Term Loan Facility on the Closing Date is $525,000,000. 
 “Term Loan Maturity Date”: January 23, 2023.

 “Total Asset Value”: at any time, without duplication, the sum of (a) with respect to Qualified Assets, the sum of
the Eligible Values at such time of each such Qualified Asset, (b) with respect to Real Property (other than any Qualified Asset) that is owned or ground leased by the Borrower or any Subsidiary and used in a business permitted under
Section 8.3, the sum of the portion of EBITDA attributable to each such asset for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been received divided by the
Capitalization Rate, (c) with respect to each operating asset (other than any Qualified Asset) owned by the Borrower or any Subsidiary and used in a business permitted under Section 8.3, the sum of the portion of
EBITDA attributable to each such asset for the most recently ended fiscal quarter period of the Borrower for which financial statements have been received multiplied by (x) with respect to any limestone quarry operating asset, 6.0, or
(y) with respect to any other operating asset, 8.0; provided, however, that for the purposes of calculating Total Asset Value, with respect to (i) any operating asset or Real Property acquired after the Closing Date, such
asset or Real Property shall be valued at the purchase price paid for such asset or Real Property for the first 12 months following the date of acquisition thereof (and thereafter, valued in accordance with clause (b) or (c)
above, as applicable) and (ii) any Development Property, until such Development Property becomes a Stabilized Property, such Development Property shall be valued at the lesser of (x) cost or (y) market value in accordance with GAAP
(and once such Development Property becomes a Stabilized Property, valued in accordance with clause (b) above) and (d) with respect to any business managed by the Borrower or any Subsidiary that does not constitute an Eligible
Managed Segment and any business operated by the Borrower or any Subsidiary as part of such Person’s transportation business segment, in each case, to the extent such business is permitted under Section 8.3, the sum of
the portion of EBITDA attributable to each such business for the most recently ended fiscal quarter period of the Borrower for which financial statements have been received multiplied by 8.0. 

“Total Extensions of Credit”: at any time, the sum of (a) the aggregate principal amount of Loans outstanding at such
time and (b) the aggregate amount of L/C Obligations at such time. 
 “Total Indebtedness”: without duplication, all
Indebtedness of the Company, the Borrower and their consolidated Subsidiaries. 
 “Total Leverage Ratio”: as of the last
day of any Reference Period, the ratio of (a) Total Indebtedness on such day to (b) Total Asset Value for such Reference Period. 

“Total Revolving Credit Commitment”: the sum of the Revolving Credit Commitments of all the Lenders. On the Closing Date, the
Total Revolving Credit Commitment is $400,000,000. 

  
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 “Traded Securities”: any debt or equity Securities issued pursuant to a public
offering or Rule 144A offering or other similar private placement. 
 “Transaction Costs”: all fees, costs and expenses
incurred by the Borrower and its Subsidiaries in connection with the Transactions. 
 “Transactions”: the collective
reference to (a) the execution, delivery and performance by the Borrower and each Loan Party of the Loan Documents (including this Agreement), the borrowing of the Loans, the use of proceeds thereof and the issuance of Letters of Credit
hereunder, (b) the repayment in full of all obligations under the Existing Credit Agreement, the termination of all commitments to lend thereunder and the termination and release of all Guarantee Obligations and Liens in respect thereof and
(c) the payment of the Transaction Costs. 
 “Transferee”: any Assignee or Participant. 

“Type”: as to any Loan, its nature as a Base Rate Loan or a Eurodollar Loan. 

“UCP”: with respect to any Letter of Credit, the Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce (“ICC”) Publication No. 600 (or such later version thereof as may be in effect at the time of issuance). 

“Unconsolidated Affiliate”: in respect of any Person, any other Person in whom such Person holds an investment in Capital
Stock, which investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the consolidated
financial statements of such first Person. 
 “United States”: the United States of America. 

“Unpaid Drawing”: as defined in Section 3.4(a). 

“Unused Fee”: as defined in Section 4.1(a). 

“Unused Fee Rate”: with respect to any day, the per annum fee rate set forth opposite the Revolver Usage for such day in the
following pricing grid: 
  

							
	 	  	 Revolver Usage
	  	 Unused Fee Rate
	  	 
		  	3 50%	  	0.30%	  	
		  	< 50%	  	0.40%	  	

 For purposes hereof, “Revolver Usage” means, with respect to any day, the ratio (expressed as a
percentage) of (a) the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures on such day to (b) the Total Revolving Credit Commitments in effect on such day. For the avoidance of doubt, the aggregate outstanding
amount of Swing Line Loans shall not be counted towards or considered usage of the Total Revolving Credit Commitment for purposes of determining “Revolver Usage.” 

  
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 “U.S. Person”: any Person that is a “United States person” within the
meaning of Section 7701(a)(30) of the Code. 
 “Wholly-Owned”: with respect to a Subsidiary of a Person, a Subsidiary
of such Person all of the outstanding Capital Stock of which (other than director’s qualifying shares and nominal holdings) are owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person. 

“Withdrawal Liability”: any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Title IV of ERISA. 
 “Withholding Agent”: any Loan Party, the
Administrative Agent and, in the case of any U.S. Federal withholding Tax, any other applicable withholding agent. 
 “Write-Down
and Conversion Powers”: 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. 

Section 1.2. Other Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall
have the defined meanings when used in the other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto. 

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
(i) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue,
assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iii) the word “will” shall be construed to have the same meaning and effect as the
word “shall”, and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital
Stock, securities, revenues, accounts, leasehold interests and contract rights. 
 (c) The words “hereof”, “herein”,
“hereto” and “hereunder” and words of similar import, when used in any Loan Document, shall refer to such Loan Document as a whole and not to any particular provision thereof, and Section, Schedule and Exhibit references are to
the Loan Document in which such references appear unless otherwise specified. 
 (d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. 

(e) Unless the context requires otherwise and except as otherwise expressly provided herein, (i) any definition of or reference to any
agreement, instrument or other document (including any Governing Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented, extended,
refinanced, replaced, renewed, increased or otherwise modified (subject to any restrictions on such amendments, restatements, amendment and restatements, supplements, extensions, refinancings, 

  
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replacements, renewals, increases or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s
successors and permitted assigns and (iii) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. 
 (f) All references to
“knowledge” or “awareness” of any Loan Party or any Subsidiary thereof are to the actual knowledge of a Responsible Officer of such Loan Party or such Subsidiary. 

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

(h) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document. 
 Section 1.3. Classifications of Loans. For purposes of this
Agreement, Loans and Commitments may be classified and referred to by Class (e.g., a “Revolving Credit Loan” or “Term Loan”) or by Type (e.g., a “Base Rate Loan” or “Eurodollar Loan”). 

Section 1.4. Accounting Terms; GAAP. 

(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a
manner consistent with that used in preparing the audited financial statements of the Company and its consolidated Subsidiaries delivered pursuant to Section 7.1(b), except as otherwise specifically prescribed
herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Company and its Subsidiaries shall be deemed to be carried at
100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded. 

(b) Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in
any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in
light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the
Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be classified and accounted for on 

  
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a basis consistent with that reflected in the audited financial statements of the Company and its consolidated Subsidiaries delivered pursuant to Section 7.1(b) for all
purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. 

(c) Consolidation of Variable Interest Entities. All references herein to consolidated financial statements of the Borrower and its
Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to
consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 
 Section 1.5. Pro
Forma Calculations. With respect to any period during which any Permitted Acquisition or any sale, transfer or other Disposition of any material assets outside the ordinary course of business occurs, or any operational change or operational
initiative is commenced, for purposes of determining compliance with the Financial Covenants or otherwise for purposes of determining the Total Leverage Ratio, EBITDA and Interest Expense, calculations with respect to such period shall be made on a
Pro Forma Basis. 
 Section 1.6. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this
Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). 

Section 1.7. Timing of Payment or Performance. Except as otherwise provided herein, when the payment of any obligation or the
performance of any covenant, duty or obligation is stated to be due or performance required on (or before) a day which is not a Business Day, the date of such payment (other than as described in the definition of Interest Period) or performance
shall extend to the immediately succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

Section 1.8. Times of Day; Rates. (a) Unless otherwise specified, all references herein to times of day shall be references to
Eastern time (daylight or standard, as applicable). 
 (b) The Administrative Agent does not warrant, nor accept responsibility, nor shall
the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto. 

ARTICLE II 
 AMOUNT AND
TERMS OF CREDIT 
 Section 2.1. Commitments. 

(a) The Term Facility. Subject to and upon the terms and conditions herein set forth, each Lender having a Term Loan Commitment
severally agrees to make a loan or loans denominated in Dollars (each, a “Term Loan”) to the Borrower on the Closing Date, which Term 

  
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Loans shall not exceed for any such Lender the Term Loan Commitment of such Lender and in the aggregate shall not exceed $525,000,000. Such Term Loans (i) may at the option of the Borrower
be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist
entirely of Term Loans of the same Type, and (ii) may be repaid or prepaid (without premium or penalty) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed. 

(b) The Total Revolving Credit Commitment. Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender
severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower (each such loan, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving
Credit Lender’s Revolving Credit Commitment; provided that (x) any of the foregoing such Revolving Credit Loans (i) shall be made at any time and from time to time during the Availability Period, (ii) may, at the option of
the Borrower be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall,
unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (iii) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (iv) shall not, for any
Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure at such time exceeding such Revolving Credit Lender’s Revolving Credit
Commitment at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time
exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the aggregate Revolving Credit Commitment and (y) after giving effect
to any such Revolving Credit Loans, Availability shall be greater than or equal to $0. 
 Section 2.2. Borrowings,
Continuations and Conversions of Loans. 
 (a) Each Borrowing of Term Loans and Revolving Credit Loans, each conversion of Term Loans or
Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed
Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00
a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of
Base Rate Loans; provided, however, that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest
Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give
prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing,


  
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conversion or continuation, the Administrative Agent shall notify the Borrower (which notice may be by telephone) whether or not the requested Interest Period has been consented to by all the
Lenders. The aggregate principal amount of each Borrowing of, conversion to or continuation of Eurodollar Loans, and of each Borrowing of or conversion to Base Rate Loans, shall be in a minimum amount of at least the Minimum Borrowing Amount for
such Type of Loan and in a multiple of $500,000 in excess thereof (except as provided in Sections 2.3(c), 3.3 and 3.4). Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Borrowing of Term
Loans or Revolving Credit Loans, a conversion of Term Loans or Revolving Credit Loans from one Type to the other, or a continuation of Eurodollar Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be
(which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the
Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made as, or
converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable
Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the
preceding subsection. In the case of a Borrowing of Term Loans or Revolving Credit Loans, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office
not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 7.2 (and, if such Borrowing is the initial Borrowing,
Section 7.1), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books
of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided,
however, that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full
of any such L/C Borrowings, and second, shall be made available to the Borrower as provided above. 
 (c) Except as otherwise provided
herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Loans without the
consent of the Required Lenders. 

  
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 (d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest
rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate. 
 (e) More than one Borrowing may be
incurred on any date; provided that after giving effect to all Borrowings of Term Loans and Revolving Credit Loans, all conversions of Term Loans and Revolving Credit Loans from one Type to the other, and all continuations of Term Loans and
Revolving Credit Loans as the same Type, there shall not be more than 10 Interest Periods in effect with respect to the Loans.  

(f) Notwithstanding anything to the contrary in this Agreement, any Lender may exchange, continue or rollover all of the portion of its Loans
in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement, pursuant to a cashless settlement mechanism approved by the Borrower, the Administrative Agent, and such Lender. 

(g) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it shall give hereunder by telephone (which
such obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of
the Borrower. 
 (h) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in
Section 3.4(a). 
 Section 2.3. Swing Line Loans. 

(a) The Swing Line. Subject to the terms and conditions set forth herein, the Swing Line Lender, in reliance upon the agreements of the
other Lenders set forth in this Section 2.3, may in its sole discretion make loans (each such loan, a “Swing Line Loan”) to the Borrower from time to time on any Business Day during the Availability Period
in an aggregate amount not to exceed at any time the amount of the Swing Line Sublimit; provided that, (x) after giving effect to any Swing Line Loan, (i) the Revolving Credit Commitment Percentage of the aggregate outstanding
principal amount of Revolving Credit Loans and L/C Obligations of such Lender acting as a Swing Line Lender plus the aggregate outstanding principal amount of all Swing Line Loans made by such Swing Line Lender shall not exceed the amount of such
Lender’s Revolving Credit Commitment, (ii) the Revolving Credit Exposure of all Lenders shall not exceed the Total Revolving Credit Commitments, (iii) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s
Revolving Credit Commitment and (iv) Availability shall be greater than or equal to $0, (y) the Borrower shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, and (z) the Swing Line Lender shall
not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such Swing Line Loan may have, Fronting Exposure. Within the foregoing
limits, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.3, prepay under Section 5.1, and reborrow under this
Section 2.3. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Revolving Credit Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase
from the Swing Line Lender a risk participation in such Swing Line Loan (each a “Swing Line Participation”) in an amount equal to the product of such Lender’s Revolving Credit Commitment Percentage times the amount of
such Swing Line Loan. 

  
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 (b) Borrowing Procedures. Each Swing Line Borrowing shall be made upon the Borrower’s
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by (A) telephone or (B) by a Swing Line Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the
Swing Line Lender and the Administrative Agent of a Swing Line Loan Notice. Each such Swing Line Loan Notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall
specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall be a Business Day. Promptly after receipt by the Swing Line Lender of any Swing Line Loan Notice, the Swing
Line Lender will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or
in writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of any Revolving Credit Lender) prior to 2:00 p.m. on the date of the
proposed Swing Line Borrowing (A) directing the Swing Line Lender not to make such Swing Line Loan as a result of the limitations set forth in the first proviso to the first sentence of Section 2.3(a), or (B) that
one or more of the applicable conditions specified in Article VII is not then satisfied, then, subject to the terms and conditions hereof, the Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line
Loan Notice, make the amount of its Swing Line Loan available to the Borrower at its office by crediting the account of the Borrower on the books of the Swing Line Lender in immediately available funds or, if requested in the Swing Line Loan Notice
delivered to the Swing Line Lender, by transfer of immediately available funds to a bank specified by the Borrower for credit to an account at such bank specified by the Borrower in such Swing Line Loan Notice. 

(c) Refinancing of Swing Line Loans. 

(i) The Swing Line Lender at any time in its sole discretion may request, on behalf of the Borrower (which hereby irrevocably
authorizes the Swing Line Lender to so request on its behalf), that each Revolving Credit Lender make a Base Rate Loan in an amount equal to such Lender’s Revolving Credit Commitment Percentage of the amount of Swing Line Loans then
outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.2, without regard to the
Minimum Borrowing Amount, but subject to the unutilized portion of the Total Revolving Credit Commitments and the conditions set forth in Section 7.2. The Swing Line Lender shall furnish the Borrower with a copy of the
applicable Committed Loan Notice promptly after delivering such notice to the Administrative Agent. Each Revolving Credit Lender shall make an amount equal to its Revolving Credit Commitment Percentage of the amount specified in such Committed Loan
Notice available to the Administrative Agent in immediately available funds (and the Administrative Agent may apply Cash Collateral available with respect to the applicable Swing Line Loan) for the account of the Swing Line Lender at the
Administrative Agent’s Office not later than 1:00 p.m. on the day 

  
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specified in such Committed Loan Notice, whereupon, subject to Section 2.3(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate
Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the Swing Line Lender. 

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Loans in accordance
with Section 2.3(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk
participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section 2.3(c)(i) shall be deemed payment in
respect of such participation. 
 (iii) If any Lender fails to make available to the Administrative Agent for the account of
the Swing Line Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.3(c) by the time specified in Section 2.3(c)(i), the
Swing Line Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such
payment is immediately available to the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If
such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or funded participation in the relevant Swing Line
Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest
error. 
 (iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.3(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other
right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or
condition, whether or not similar to any of the foregoing; provided, however, that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section 2.3(c) is subject to
the conditions set forth in Section 7.2. No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein. 

(d) Repayment of Participations. 

(i) At any time after any Revolving Credit Lender has purchased and funded a risk participation in a Swing Line Loan, if the
Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such Revolving Credit Lender its Revolving Credit Commitment Percentage thereof in the same funds as those received by the Swing Line
Lender. 

  
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 (ii) If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 12.7(c) (including pursuant to any settlement entered into by the Swing Line Lender in
its discretion), each Revolving Credit Lender shall pay to the Swing Line Lender its Revolving Credit Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the Federal Funds Rate. The Administrative Agent will make such demand upon the request of the Swing Line Lender. The obligations of the Revolving Credit Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement. 
 (e) Interest for Account of Swing Line Lender. The Swing
Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section 2.3 to refinance
such Lender’s Revolving Credit Commitment Percentage of any Swing Line Loan, interest in respect of such Revolving Credit Commitment Percentage shall be solely for the account of the Swing Line Lender. 

(f) Payments Directly to Swing Line Lender. The Borrower shall make all payments of principal and interest in respect of the Swing Line
Loans directly to the Swing Line Lender. 
 Section 2.4. Administrative Agent’s Clawback. 

(a) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have been notified by any Lender
prior to the proposed date of any Borrowing of Eurodollar Loans (or, in the case of any Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender does not intend to make available to the Administrative Agent
its portion of the Borrowing or Borrowings to be made on such date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on such date of Borrowing in accordance with, and at the time
required by, Section 2.2, and the Administrative Agent, in reliance upon such assumption, may (in its sole discretion and without any obligation to do so) make available to the Borrower a corresponding amount. If such
corresponding amount is not in fact made available to the Administrative Agent by such Lender and the Administrative Agent has made available such amount to the Borrower, then the Administrative Agent shall be entitled to recover from the applicable
Lender and such Lender agrees to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from the date such amount was made available by the Administrative
Agent to the Borrower to the date of such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the
Administrative Agent in connection with the foregoing. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower, and the
Borrower shall immediately pay such corresponding amount to the Administrative Agent in Dollars and in immediately available funds with interest thereon, 

  
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for each day from the date such amount was made available by the Administrative Agent to the Borrower to the date of such corresponding amount is recovered by the Administrative Agent, at the
interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such
interest paid by the Borrower for such period. If such Lender pays its share of the applicable Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such Borrowing. Any payment by the
Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(b) Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Letter of Credit Issuer 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 Lenders or Letter of Credit Issuer, as the case may be, the amount due. In such event, if the Borrower has not
in fact made such payment, then each of the applicable Lenders or such Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such applicable Lender or such
Letter of Credit Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum
equal to the Overnight Rate. 
 (c) Notice. A notice of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under clause (a) or (b) shall be conclusive, absent manifest error. 
 (g) Failure to Satisfy Conditions
Precedent. If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the
Administrative Agent because the conditions to the applicable Loan set forth in Article VII are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such
Lender) to such Lender, without interest. 
 (d) Obligations of Lenders Several. 

(i) The obligations of the Lenders hereunder to make Revolving Credit Loans and Term Loans, to fund participations in Letters of Credit and
Swing Line Loans, and to make payments pursuant to Sections 5.4(g) and 11.7 are several and not joint. The failure of any Lender to make any Revolving Credit Loan or Term Loan, to fund any such participation, to make any such purchase
or to make any payment under Sections 5.4(g) and 11.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Revolving Credit Loan or Term Loan, to purchase its participation, or to make its payment under Sections 5.4(g) and 11.7.  

  
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 (ii) Nothing in this Section 2.4, including any payment by the
Borrower, shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being
understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder). 
 (e)
Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any
Loan in any particular place or manner. 
 Section 2.5. Repayment of Loans. 

(a) Term Loans. The Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the Term Loan
Maturity Date, the then-outstanding Term Loans. 
 (b) Revolving Credit Loans. The Borrower shall repay to the Administrative Agent
for the benefit of the Revolving Credit Lenders, on the Revolving Loan Maturity Date, the then-outstanding Revolving Credit Loans. 
 (c)
Swing Line Loans. The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five Business Days after such Loan is made and (ii) the Revolving Loan Maturity Date. 

Section 2.6. Evidence of Debt. 

(a) The Loans and other extensions of credit made by each Lender to the Borrower shall be evidenced by one or more accounts or records
maintained by such Lender and by the Administrative Agent in the ordinary course of business. The entries made in the Register and the accounts or records maintained by the Administrative Agent and each Lender shall, to the extent permitted by
applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain such account, such
Register or subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this
Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control
in the absence of manifest error. 
 (b) The Borrower hereby agrees that, upon request of any Lender made through the Administrative Agent,
the Borrower shall execute and deliver to such Lender (through the Administrative Agent), at the Borrower’s own expense, a promissory note, substantially in the form of Exhibit E or Exhibit F, as applicable, which shall evidence
the Term Loans and/or Revolving Credit Loans, respectively, owing to such Lender in addition to the accounts or records described in clause (a). Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable),
amount and maturity of its Loans and payments with respect thereto. 

  
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 (c) In addition to the accounts and records referred to in clause (a) above, each
Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any conflict
between the accounts and records maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 

Section 2.7. [Reserved]. 

Section 2.8. Interest. 

(a) Subject to the provisions of paragraph (c) below, the unpaid principal amount of each Base Rate Loan (including any Swing Line
Loan) shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for Base Rate Loans plus the Base Rate, in each
case, in effect from time to time. 
 (b) Subject to the provisions of paragraph (c) below, the unpaid principal amount of each
Eurodollar Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for Eurodollar Loans plus the
relevant Eurodollar Rate. 
 (c) (i) While any Event of Default arising under Section 10.1(a)(i) or
(h) exists the principal amount of all outstanding Obligations hereunder shall bear interest at a fluctuating rate per annum (the “Default Rate”) that is (x) in the case of any Loan, the rate that would
otherwise be applicable thereto plus 2.00%, (y) in the case of Letter of Credit Fees, a rate equal to the Applicable Margin then applicable to Letter of Credit Fees plus 2.00% and (z) in the case of any other Obligations,
including interest, to the extent permitted by applicable law, the rate described in Section 2.8(a) plus 2.00%. 

(ii) Upon the request of the Required Lenders, while any Event of Default exists (other than as set forth in clause (c)(i) above), the
Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable law. 

(iii) Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 

(d) Interest on each Loan shall accrue from and including the date of any Borrowing to but excluding the date of any repayment thereof and
shall be payable in the same currency in which the Loan is denominated; provided that any Loan that is repaid on the same date on which it is made shall bear interest for one day. Except as provided below, interest shall be payable
(i) in respect of each Base Rate Loan, quarterly in arrears on the last Business Day of each March, June, September and December, (ii) in respect of each Eurodollar Loan, on the last day of each Interest Period applicable thereto and, in
the case of an Interest Period in excess of three months, on each date occurring at three-month intervals after the first day of such Interest Period, and (iii) in respect of each Loan, (A) on any prepayment (on the amount prepaid) in
respect thereof, (B) at maturity (whether by acceleration or otherwise), and (C) after such maturity, on demand. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and
after the commencement of any proceeding under any Debtor Relief Law. 

  
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 (e) All computations of interest hereunder shall be made in accordance with
Section 5.5. 
 (f) The Administrative Agent, upon determining the interest rate for any Borrowing of Eurodollar
Loans, shall promptly notify the Borrower and the relevant Lenders thereof. Each such determination shall, absent clearly demonstrable error, be final and conclusive and binding on all parties hereto. 

Section 2.9. LIBOR Successor Rate. (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if
the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the
Borrower or Required Lenders (as applicable) have determined, that: 
 (i) adequate and reasonable means do not exist for
ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or 

(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent
has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability
Date”), or 
 (iii) syndicated loans currently being executed, or that include language similar to that contained in
this Section 2.9, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR, 

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the
Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any
evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”), together with any proposed LIBOR Successor
Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section 12.1(a)(iv), any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative
Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept
such amendment. 
 (b) If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the
Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be
suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice,


  
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the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or,
failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. 

Notwithstanding anything else herein, any definition of LIBOR Successor Rate shall provide that in no event shall such LIBOR Successor Rate be
less than zero for purposes of this Agreement. 
 As used above: 

“LIBOR Screen Rate” means the LIBOR quote on the applicable screen page the Administrative Agent designates to determine LIBOR
(or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time). 

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other administrative matters as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption of
such LIBOR Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice
is not administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines in consultation with the Borrower). 

Section 2.10. Increased Costs, Illegality, Etc.  

(a) In the event that (w) in the case of clause (i)(A) and (B) below, the Administrative Agent, (x) in
the case of clause (i)(C) below, the Administrative Agent or the Required Lenders, (y) in the case of clauses (ii) below, the Required Term Loan Lenders (with respect to Term Loans) or the
Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) and (z) in the case of clause (iii) below, any Lender, shall have reasonably determined (in each case, which determination shall, absent clearly
demonstrable error, be final and conclusive and binding upon all parties hereto): 
 (i) on any date for determining the Eurodollar Rate for
any Interest Period that (A) deposits in the principal amounts and currencies of the Loans comprising such Borrowing of Eurodollar Loans are not generally available in the relevant market, (B) adequate and reasonable means do not exist for
ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate or (C) for any reason the Eurodollar Rate for any requested Interest Period with respect to such proposed Eurodollar Loan does not
adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan; or 
 (ii) at any time, that such Lenders shall incur
increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to
(A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (C) Connection Income Taxes) because of any Change in Law; or 

  
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 (iii) in good faith that any law, governmental rule, regulation, guideline or order (in each case
whether or not having the force of law) has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge
interest with respect to any Loan or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of,
Dollars in the interbank Eurodollar market; 
 (such Loans, “Impacted Loans”), then, and in any such event, such Lender, Required Lenders,
Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i)(A) or (B) above) shall within a reasonable time thereafter give notice (if by
telephone, confirmed in writing) to the Borrower and the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of
clause (i) above, (1) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected Eurodollar Loans or Interest Periods) and (2) in the event of such a
determination with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until such time as the Administrative Agent notifies the
Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Committed
Loan Notice given by the Borrower with respect to Eurodollar Loans that have not yet been incurred shall be deemed rescinded by the Borrower, (y) in the case of clause (ii) above, the Borrower shall pay to such
Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or
otherwise as such Lenders in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the
additional amounts necessary to compensate such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower by such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon
all parties hereto), and (z) in the case of clause (iii) above, (1) the obligation of such Lender to make, maintain, fund or charge interest with respect to any Eurodollar Loans or continue Eurodollar Loans or
convert Base Rate Loans to Eurodollar Loans shall be suspended and (2) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Eurodollar Rate
component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in
each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist and the Borrower shall take the actions specified in clause (x) or
(y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. 

  
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 Notwithstanding the foregoing, if the Administrative Agent has made the determination described
in Section 2.10(a)(i)(A), the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate
of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (A) of
Section 2.10(a)(i), (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such
Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or
fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender
to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 
 (b) At any time that any
Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall)
(x) if a Committed Loan Notice with respect to an affected Eurodollar Loan has been submitted pursuant to Section 2.2 but the affected Eurodollar Loan has not been funded or continued, cancel such requested
Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (iii) or (y) if an affected Eurodollar Loan
is then outstanding, upon at least three Business Days’ notice (or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loan) to the Administrative Agent, require the affected Lender to convert each such Eurodollar
Loan into a Base Rate Loan (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate);
provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). 

(c) If any Lender or Letter of Credit Issuer determines that any Change in Law relating to capital adequacy or liquidity of such Lender or
Letter of Credit Issuer or any Lending Office of such Lender or compliance by any Lender or Letter of Credit Issuer or such Lender’s or Letter of Credit Issuer’s parent with any Change in Law relating to capital adequacy or liquidity has
or would have the effect of reducing the actual rate of return on such Lender’s, such Letter of Credit Issuer’s or such Lender’s or Letter of Credit Issuer’s parent’s or Affiliate’s capital or assets as a consequence of
this Agreement, such Lender’s commitments, Loans, participations in Letters of Credit, Swing Line Loans or other obligations hereunder or the Letters of Credit issued by such Letter of Credit Issuer, to a level below that which such Lender,
such Letter of Credit Issuer or such Lender’s or Letter of Credit Issuer’s parent or Affiliate could have achieved but for such Change in Law (taking into consideration such Lender’s or such Letter of Credit Issuer’s policies or
the policies of such Lender’s or Letter of Credit Issuer’s parent or Affiliate with respect to capital adequacy or liquidity), then from time to time, promptly after written demand by such Lender (with a copy to the Administrative Agent),
the Borrower shall pay to such Lender or Letter of Credit Issuer or its parent or Affiliate, as the case may be, such actual additional amount or amounts as will compensate such Lender or Letter of Credit Issuer or such Lender’s or Letter of
Credit Issuer’s parent for such actual reduction, it being understood and agreed, however, no 

  
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Lender or Letter of Credit Issuer shall seek compensation under this Section 2.10(c) based on the occurrence of a Change in Law unless such Lender or Letter of Credit
Issuer (in such Lender’s or Letter of Credit Issuer’s reasonable determination) is generally seeking compensation from other borrowers in the unsecured REIT loan market with respect to its similarly affected commitments, loans and/or
participations under agreements with such borrowers (but not necessarily all such borrowers) having provisions similar to this Section 2.10(c); provided that in no event shall any Lender or Letter of Credit Issuer be
required to disclose information of other borrowers. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(c), will give prompt written notice thereof to the
Borrower, which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish the
Borrower’s obligations to pay additional amounts pursuant to this Section 2.10(c) promptly following receipt of such notice. 

(d) Reserves on Eurodollar Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves
with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the
actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan,
provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment
Date, such additional interest shall be due and payable 10 days from receipt of such notice. 
 (e) Each party’s obligations under this
Section 2.10 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Letter of Credit Issuer, termination of this Agreement and the Commitments and the
payment of the Loans and all other amounts payable hereunder. 
 Section 2.11. Compensation . Upon written demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate each Lender for and hold each Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion,
payment or prepayment of any Eurodollar Loan on a day other than the last day of the Interest Period for such Eurodollar Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), (b) any failure by the Borrower
(for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower, (c) any assignment of a Eurodollar Rate Loan
on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section 2.15, including any losses, costs or expenses that such Lender may reasonably incur as a result
of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred, including by reason of the liquidation or reemployment of deposits or other
funds acquired by any Lender to fund or maintain such Eurodollar Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in
connection with the foregoing. A certificate of a Lender setting forth the amount or amounts necessary to compensate 

  
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such Lender as specified in this Section 2.11 and setting forth in reasonable detail the manner in which such amount or amounts were determined shall be delivered to the
Borrower and shall be conclusive, absent manifest error. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 2.11, each Lender shall be deemed to have funded each Eurodollar Loan
made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so funded. The
agreements in this Section 2.11 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Letter of Credit Issuer, termination of this Agreement and the
Commitments and the payment of the Loans and all other amounts payable hereunder. 
 Section 2.12. Change of Lending Office.
Each Lender may make any Loans, L/C Credit Extensions and other extensions of credit to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the
Obligations in accordance with the terms of this Agreement. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section 2.10(a)(ii), 2.10(a)(iii), 2.10(c), 3.5 or
5.4 with respect to such Lender (including, for the avoidance of doubt, the requirement to pay any Indemnified Taxes or additional amounts to any Recipient pursuant to such sections), it will, if requested by the Borrower use reasonable
efforts (subject to overall policy considerations of such Lender) to designate another Lending Office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its Lending Office suffer no
unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender or Letter of Credit Issuer in connection with any such designation or assignment. Nothing in this Section 2.12 shall affect or postpone any of the obligations of the Borrower or the right of
any Lender provided in Section 2.10, 3.5 or 5.4. 
 Section 2.13. Notice of
Certain Costs. Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section 2.10, 2.11, 3.5 or 5.4 is given by any Lender more than 120 days
after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, or other additional amounts described in such Sections, such Lender shall not be entitled
to compensation under Section 2.10, 2.11, 3.5 or 5.4, as the case may be, for any such amounts incurred or accruing prior to the 121st
day prior to the giving of such notice to the Borrower (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of
retroactive effect thereof). 
 Section 2.14. Increase in Facilities. 

(a) Request for Increase. Upon written notice to the Administrative Agent, the Borrower may from time to time, request an increase in
the aggregate amount of the Facilities to an amount not exceeding $1,325,000,000 in the aggregate after giving effect to such increase by requesting an increase in the Total Revolving Credit Commitment (each such increase, an “Incremental
Revolving Increase”), requesting an increase in the Term Loan Facility (each such increase, an “Incremental Term Loan Increase”) or establishing a new (or increasing an existing) tranche of pari passu term loans (each an
“Additional TL Tranche”; each Additional TL Tranche, 

  
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Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “Incremental Facilities”); provided that (i) any such request for
an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the
Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of the Facilities being increased, and (iii) all incremental commitments and loans
provided as part of an Additional TL Tranche shall be on terms agreed to by the Borrower and the Lenders providing such Additional TL Tranche; provided, that (x) the final maturity date therefor may not be earlier than the latest
maturity date (including any extension option) of any then existing Term Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL
Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an
Assignee under Section 12.6(b)(i) and (ii)(B) to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested
increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the
Swing Line Lender, in each case, if required pursuant to Section 12.6(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the
time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than
ten Business Days from the date of delivery of such notice to such Lenders). 
 (b) Elections to Increase. Each Lender and other
Person approached by the Borrower shall notify the Administrative Agent within the specified time period whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to
provide. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Person providing any portion of the requested increase that is not an existing Lender shall become a
Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (each, a “Joinder Agreement”). The Administrative Agent shall promptly notify the Borrower and each
Lender of the responses to each request made hereunder. 
 (c) Effective Date and Allocations. If the Facilities are increased
pursuant to an Incremental Facility in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such Incremental Facility
and promptly notify the Lenders thereof and, (x) in the case of an Incremental Revolving Increase, the amount of the Revolving Credit Commitment and Revolving Credit Commitment Percentage of each Revolving Credit Lender as a result thereof and
(y) in the case of an Incremental Term Loan Increase or an Additional TL Tranche, the amount of the Term Loan and Applicable Percentage of each Term Lender as a result thereof. 

  
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 (d) Conditions to Effectiveness of Incremental Facility. In each case, the Incremental
Facility shall become effective as of the applicable Increase Effective Date; provided that (i) no Default or Event of Default shall exist on such Increase Effective Date both before and after giving effect to such increase,
(ii) before and after giving effect to such increase, each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified
by materiality or Material Adverse Effect, in all respects) on such Increase Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true
and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.14, the representations and
warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), (iii) after giving effect to
such increase and any Loans to be made on such Increase Effective Date, Availability shall be equal to or greater than $0, (iv) the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the
applicable Increase Effective Date, signed by a Responsible Officer of such Loan Party (x) (1) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase or (2) certifying that, as of
such Increase Effective Date, the resolutions delivered to the Administrative Agent on the Closing Date include approval to increase the maximum aggregate principal amount of all commitments and outstanding loans under this Agreement to an amount at
least equal to $1,250,000,000, and (y) in the case of the Borrower, certifying to the Administrative Agent that the conditions in clauses (i) through (iii) above have been satisfied, (v) the Administrative Agent shall have received
(x) a Joinder Agreement for each Person (other than a Lender), if any, participating in such increase, which Joinder Agreement shall be duly executed by the Borrower and each such Person and acknowledged and consented to in writing by the
Administrative Agent, and in the case of an Incremental Revolving Increase, the Swing Line Lender and the Letter of Credit Issuers and (y) written confirmation from each existing Lender, if any, participating in such increase of the amount by
which its Revolving Credit Commitment will be increased, and/or the amount of Term Loans and/or Term Loan Commitments to be provided by it, (vi) if requested by the Administrative Agent or any new Lender or Lender participating in the
Incremental Facility, the Administrative Agent shall have received a favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such customary
matters concerning the Incremental Facility as the Administrative Agent may reasonably request, (vii) if requested by any new Lender joining on the Increase Effective Date, the Administrative Agent shall have received a Note executed by the
Borrower in favor of such new Lender, (viii) the Borrower shall have paid such fees to the Administrative Agent, for its own account and for the benefit of the Lenders participating in the increase, as are agreed mutually at the time and
invoiced at least two (2) Business Days prior to the applicable Increase Effective Date and shall have paid any fees required to be paid pursuant to the Fee Letter in connection therewith, and (ix) the conditions to the making of an
extension of credit set forth in Section 7.2 (other than the delivery of a Committed Loan Notice in the case of an Incremental Revolving Increase) shall be satisfied or waived. 

(e) Settlement and Funding Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in
clause (d) of this Section 2.14, the Administrative Agent shall notify the Lenders of the occurrence of the increase effected on such Increase Effective Date, the amount of the increase, the nature of the
increase (i.e., an Incremental Revolving Increase, an Incremental Term Loan Increase or an Additional TL Tranche). In the event that an increase in the Total Revolving Credit Commitment results in any change to the


  
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Revolving Credit Commitment Percentage of any Lender, then on the applicable Increase Effective Date (i) the participation interests of the Revolving Credit Lenders in any outstanding
Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages after giving effect to such increase, (ii) any new Lender,
and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Revolving Credit Commitment Percentage of all existing
Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Revolving Credit Commitment Percentage is decreasing such amounts as are necessary so that each
Lender’s participation in existing Revolving Credit Loans will be equal to its adjusted Revolving Credit Commitment Percentage and (iv) if the applicable Increase Effective Date occurs on a date other than the last day of an Interest
Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Loan, then the Borrower shall pay any amounts required pursuant to Section 2.11 on account of the payments made pursuant to clause
(iii) of this sentence. In the event of an Incremental Term Loan Increase or an Additional TL Tranche, each Lender participating in such Incremental Facility shall make a Term Loan to the Borrower in an amount equal to its pro rata share of
such Incremental Facility. 
 (f) Amendments. Notwithstanding the provisions of Section 12.1, the Borrower,
the Administrative Agent and each Lender participating in any Incremental Facility may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the
reasonable opinion of the Administrative Agent, to implement the terms of any such Incremental Facility, including any amendments necessary to establish the Loans under any Incremental Facility as a new Class or tranche of Revolving Credit
Loans or Term Loans, as applicable, and such other technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent in connection with the establishment of such new Class or tranche (including to
preserve the pro rata treatment of the new and existing Classes or tranches), in each case on terms consistent with this Section 2.14. In addition, upon the effectiveness of any Incremental Facility, unless otherwise
specifically provided herein, all references in the Loan Documents to Revolving Credit Loans or Term Loans shall be deemed, unless the context otherwise requires, to include references to Revolving Credit Loans made pursuant to Incremental Revolving
Increases and Term Loans that are made pursuant to Incremental Term Loan Increases and Additional TL Tranches, respectively. 
 (g)
Conflicting Provisions. This Section shall supersede any provisions in Section 12.7(a) or 12.1 to the contrary 

Section 2.15. Replacement of Lenders or Termination of Commitments Under Certain Circumstances. 

(a) The Borrower shall be permitted (x) to replace any Lender with a replacement bank or other financial institution or (y) to
terminate the Commitment of a Lender or Letter of Credit Issuer, as the case may be, and (1) in the case of a Lender (other than a Letter of Credit Issuer), repay all Obligations of the Borrower due and owing to such Lender relating to the
Loans and participations held by such Lender as of such termination date and (2) in the case of a Letter of Credit Issuer, repay all Obligations of the Borrower owing to such Letter of Credit Issuer relating


  
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to the Loans and participations held by such Letter of Credit Issuer as of such termination date and cancel or backstop on terms satisfactory to such Letter of Credit Issuer any Letters of Credit
issued by it that (a) requests reimbursement for amounts owing pursuant to Sections 2.10, 3.5 or 5.4, (b) is affected in the manner described in Section 2.10(a)(iii) and as a result thereof any of the
actions described in such Section is required to be taken, or (c) becomes a Defaulting Lender; provided that (i) such replacement or termination does not conflict with any Requirement of Law, (ii) no Event of Default under
Section 10.1(a) or (h) shall have occurred and be continuing at the time of such replacement or termination, (iii) the Borrower shall repay (or in the case of a replacement, the replacement bank or
institution shall purchase, at par) all Loans, accrued interest thereon, accrued fees and all other amounts, including pursuant to Sections 2.10, 2.11 or 5.4, as the case may be, owing to such replaced or terminated Lender prior
to the date of replacement or termination, as the case may be, (iv) any replacement bank or institution, if not already a Lender, an Affiliate of the Lender or Approved Fund, and the terms and conditions of such replacement, shall be reasonably
satisfactory to the Administrative Agent, (v) any replacement bank or institution, if not already a Lender shall be subject to the provisions of Section 12.6(b), (vi) any replaced Lender shall be obligated to make such
replacement in accordance with the provisions of Section 12.6(b) (provided that the failure of any such replaced Lender to execute an assignment shall not render such assignment invalid and such assignment shall be recorded in the
Register), (vii) any such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other Lender shall have against the replaced Lender and (viii) such replacement bank or institution
would not have been entitled to reimbursement or have been affected as provided in (a) or (b) above. 
 (b) If any Lender (such Lender,
a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination that pursuant to the terms of Section 12.1 requires the
consent of either (i) all of the Lenders directly and adversely affected or (ii) all of the Lenders, and, in each case, with respect to which the Required Lenders (or more than 50% of the directly and adversely affected Lenders) shall have
granted their consent, then the Borrower shall have the right (unless such Non-Consenting Lender grants such consent) to (x) replace such Non-Consenting Lender by
requiring such Non-Consenting Lender to assign its Loans and its Commitments hereunder to one or more assignees reasonably acceptable to the Administrative Agent (to the extent such consent would be required
under Section 12.6(b)) or (y) terminate the Commitment of such Lender or Letter of Credit Issuer, as the case may be, and (1) in the case of a Lender (other than a Letter of Credit Issuer), repay all Obligations
of the Borrower due and owing to such Lender relating to the Loans and participations held by such Lender as of such termination date and (2) in the case of a Letter of Credit Issuer, repay all Obligations of the Borrower owing to such Letter
of Credit Issuer relating to the Loans and participations held by such Letter of Credit Issuer as of such termination date and cancel or backstop on terms satisfactory to such Letter of Credit Issuer any Letters of Credit issued by it;
provided that (a) all Obligations hereunder of the Borrower owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting
Lender concurrently with such assignment including any amounts that such Lender may be owed pursuant to Section 2.11 and (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon. In connection with any such assignment, the Borrower, the Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 12.6. 

  
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 (c) Notwithstanding anything herein to the contrary, each party hereto agrees that any assignment
pursuant to the terms of this Section 2.15 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and that the Lender making such assignment need not be
a party thereto. 
 Section 2.16. Defaulting Lenders. 

(a) Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,
until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable law: 
 (i) Waivers
and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and
Section 12.1. 
 (ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees
or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender
pursuant to Section 12.7(b) 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 Letter of Credit Issuer or the Swing Line Lender hereunder; third, to Cash Collateralize the Fronting
Exposure of the Letter of Credit Issuers with respect to such Defaulting Lender in accordance with Section 3.8; fourth, as the Borrower 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 Borrower, to
be held in a deposit account and released pro rata in order to (x) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the future Fronting
Exposure of the Letter of Credit Issuers with respect to such Defaulting Lender, in accordance with Section 3.8; sixth, to the payment of any amounts owing to the Lenders, the Letter of Credit Issuers or the Swing
Line Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, any Letter of Credit Issuer or the Swing Line Lender 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 the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against
such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; 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 L/C Borrowings 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 7.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all
Non-Defaulting 

  
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Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded
participations in L/C Obligations and Swing Line Loans are held by the Lenders pro rata in accordance with the Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts
paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such
Defaulting Lender, and each Lender irrevocably consents hereto. 
 (iii) Certain Fees. 

(A) No Revolving Lender that is a Defaulting Lender shall be entitled to receive any fee payable under
Section 4.1 for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

 (B) Each Revolving Lender that is a Defaulting Lender shall be entitled to receive Letter of Credit Fees for any period
during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to
Section 3.8. 
 (C) With respect to any Letter of Credit Fee not required to be paid to any
Defaulting Lender pursuant to clause (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect
to such Defaulting Lender’s participation in L/C Obligations or Swing Line Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to the Letter of
Credit Issuers and the Swing Line Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Letter of Credit Issuer’s or the Swing Line Lender’s Fronting Exposure to such
Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 
 (iv) Reallocation of
Revolving Credit Commitment Percentages to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in L/C Obligations and Swing Line Loans shall be reallocated among the Lenders that are Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that
such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit
Commitment. Subject to Section 12.21, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting
Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

  
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 (v) Cash Collateral, Repayment of Swing Line Loans. If the reallocation
described in clause (a)(iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount
equal to the Swing Line Lender’s Fronting Exposure and (y) second, Cash Collateralize the Letter of Credit Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 3.8. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swing Line Lender and each Letter of Credit Issuer
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 (which may
include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swing Line Loans to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages of each Class of Loans (without giving
effect to Section 2.16(a)(iv)), 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 the
Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or
release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 
 Section 2.17.
Extension of Revolving Loan Maturity Date. 
 (a) Requests for Extension. The Borrower may, by written notice to the
Administrative Agent (such notice, a “Revolving Loan Extension Notice”) at least 30 days prior to the Initial Revolving Loan Maturity Date, but no more than 90 days prior to the Initial Revolving Loan Maturity Date, request that the
Revolving Lenders extend the Revolving Loan Maturity Date for a period of 12 months from the Initial Revolving Loan Maturity Date. 
 (b)
Conditions to Effectiveness of Extension. As conditions precedent to the effectiveness of any such extension of the Revolving Loan Maturity Date each of the following requirements shall be satisfied or waived on or prior to the Initial
Revolving Loan Maturity Date, as determined in good faith by the Administrative Agent (in each case, the first date on which such conditions precedent are satisfied or waived, the “Extension Effective Date”): 

(i) On the date of such Revolving Loan Extension Notice and both immediately before and immediately after giving effect to such
extension of the Revolving Loan Maturity Date, (x) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by
materiality or Material Adverse Effect, in all respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true
and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and
warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively) and (y) no Default or Event
of Default shall have occurred and be continuing; 

  
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 (ii) The Borrower shall have paid or caused to be paid to the Administrative
Agent, for the pro rata benefit of the Revolving Credit Lenders based on their respective Revolving Credit Commitment Percentages as of such date, an extension fee in an amount equal to 0.15% multiplied by the amount of the Total Revolving Credit
Commitment as in effect on the Extension Effective Date, it being agreed that such extension fee shall be fully earned when paid and shall not be refundable for any reason; 

(iii) The Administrative Agent shall have received a certificate of the Borrower dated as of the Extension Effective Date
signed by a Responsible Officer of the Borrower (1) (A) certifying and attaching the resolutions adopted by each Loan Party approving or consenting to such extension or (B) certifying that, as of the Extension Effective Date, the
resolutions delivered to the Administrative Agent and the Lenders on the Closing Date (which resolutions include approval for an extension of the Revolving Loan Maturity Date for a period that is not less than an additional twelve (12) months
from the Initial Revolving Loan Maturity Date) are and remain in full force and effect and have not been modified, rescinded or superseded since the date of adoption and (2) certifying that, before and after giving effect to such extension,
(A) each of the representations and warranties made by or on behalf of any Group Member in or pursuant to the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all
respects) on such Extension Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if
qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 2.17, the representations and warranties contained in
Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively), and (B) no Default or Event of Default exists; and

 (iv) The Administrative Agent shall have received such other certificates, opinions and other documents as the
Administrative Agent or any of the Revolving Credit Lenders may reasonably require, each in form and substance reasonably satisfactory to the Administrative Agent. 

(c) Extension Effectiveness. The Revolving Loan Maturity Date shall be extended, effective as of the Extension Effective Date. 

(d) Conflicting Provisions. This Section shall supersede any provisions in Section 12.7(a) or 12.1 to
the contrary. 

  
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 ARTICLE III 

LETTERS OF CREDIT 

Section 3.1. Letters of Credit. 

(a) Subject to and upon the terms and conditions herein set forth, (i) at any time and from time to time during the L/C Availability
Period, each Letter of Credit Issuer agrees, in reliance upon the agreements of the Revolving Credit Lenders set forth in this Article III, to issue from time to time during the L/C Availability Period for the account of the Borrower
(or, so long as the Borrower is the primary obligor, for the account of any Subsidiary of the Borrower) letters of credit (the “Letters of Credit” and each, a “Letter of Credit”) in such form as may be approved by
the Letter of Credit Issuer in its reasonable discretion and (ii) the Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower or its Subsidiaries and any drawings thereunder. Each letter of credit
listed on Schedule 3.1A (each an “Existing Letter of Credit”) shall be deemed to constitute a Letter of Credit issued hereunder by the Letter of Credit Issuer identified on such schedule and from and after the Closing Date
shall be subject to and governed by the terms and conditions hereof. 
 (b) Notwithstanding the foregoing, (i) no Letter of Credit shall
be issued, amended or renewed the Stated Amount of which would cause Availability to be less than $0, (ii) no Letter of Credit shall be issued, amended or renewed the Stated Amount of which, when added to the L/C Obligations at such time, would
exceed the Letter of Credit Subfacility then in effect; (iii) no Letter of Credit shall be issued, amended or renewed the Stated Amount of which would cause (A) the aggregate amount of the Lenders’ Revolving Credit Exposures at the
time of the issuance, amendment or renewal thereof to exceed the Total Revolving Credit Commitment then in effect or (B) the Revolving Credit Exposure of any Revolving Credit Lender at the time of the issuance, amendment or renewal thereof to
exceed such Lender’s Revolving Credit Commitment; (iv) each Letter of Credit shall have an expiration date occurring no later than the earlier of (x) one year after the date of issuance thereof (except as set forth in
Section 3.2(d)) and (y) the L/C Maturity Date; provided that, notwithstanding the foregoing, a Letter of Credit may have an expiration date (A) occurring later than the L/C Maturity Date to the extent
agreed upon by the Administrative Agent, the applicable Letter of Credit Issuer and, unless such Letter of Credit has been Cash Collateralized, the Revolving Credit Lenders and (B) up to one year after the L/C Maturity Date if, not later than
ninety (90) days prior to the L/C Maturity Date, the Borrower provides cash collateral acceptable to all Letter of Credit Issuers in an amount equal to 102% of the Stated Amount of all Letters of Credit with expiration dates after the L/C
Maturity Date; (v) each Letter of Credit shall be denominated in Dollars; (vi) no Letter of Credit shall be issued if it would be illegal under any applicable law for the beneficiary of the Letter of Credit to have a Letter of Credit
issued in its favor; (vii) no Letter of Credit shall be issued by any Letter of Credit Issuer after it has received a written notice from any Loan Party or the Administrative Agent or the Required Revolving Credit Lenders stating that a Default
or Event of Default has occurred and is continuing until such time as such Letter of Credit Issuer shall have received a written notice of (x) rescission of such notice from the party or parties originally delivering such notice or (y) the
waiver of such Default or Event of Default in accordance with the provisions of Section 13.1; and (viii) no Letter of Credit Issuer shall be under any obligation to issue, amend or renew any Letter of Credit if after
giving effect thereto the L/C Obligations in respect of all Letters of Credit issued by such Letter of Credit Issuer would exceed such Letter of Credit Issuer’s Letter of Credit Sublimit; provided that, subject to the limitations set
forth in the proviso to clauses (i) through (iii) above, any Letter of Credit Issuer in its sole discretion may issue Letters of Credit in excess of its Letter of Credit Sublimit. 

  
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 (c) Upon at least two Business Days’ prior written notice to the Administrative Agent and
the applicable Letter of Credit Issuer (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower shall have the right, on any day, permanently to terminate or reduce the Letter of Credit Subfacility in
whole or in part; provided that, (i) after giving effect to such termination or reduction, the L/C Obligations shall not exceed the Letter of Credit Subfacility and (ii) the Letter of Credit Sublimit of each L/C Issuer shall be
reduced on a pro rata basis. Following any such termination or reduction, the Administrative Agent may in its discretion replace the existing Schedule 1.1A with an amended and restated schedule that reflects such termination or reduction.

 (d) No Letter of Credit Issuer shall be under any obligation to issue any Letter of Credit if: 

(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms enjoin or restrain such Letter of Credit
Issuer from issuing such Letter of Credit, or any law applicable to such Letter of Credit Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over such Letter of Credit Issuer
shall prohibit, or request that such Letter of Credit Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon such Letter of Credit Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (in each case, for which such Letter of Credit Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such Letter of Credit Issuer any unreimbursed loss,
cost or expense which was not applicable on the Closing Date and which such Letter of Credit Issuer in good faith deems material to it; 

(ii) the issuance of such Letter of Credit would violate one or more policies of such Letter of Credit Issuer applicable to letters of credit
generally; 
 (iii) except as otherwise agreed by such Letter of Credit Issuer, such Letter of Credit is in an initial Stated Amount less
than $100,000 (or such lower amount as may be agreed to by the Letter of Credit Issuer); 
 (iv) such Letter of Credit is denominated in a
currency other than Dollars; 
 (v) such Letter of Credit contains any provisions for automatic reinstatement of the Stated Amount after any
drawing thereunder; or 
 (vi) any Revolving Credit Lender is at that time a Defaulting Lender, unless such Letter of Credit Issuer has
entered into arrangements, including the delivery of Cash Collateral, satisfactory to such Letter of Credit Issuer (in its sole discretion) with the Borrower or such Revolving Credit Lender to eliminate such Letter of Credit Issuer’s actual or
potential Fronting Exposure (after giving effect to Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C
Obligations as to which such Letter of Credit Issuer has actual or potential Fronting Exposure, as it may elect in its sole discretion; or 

  
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 (e) No Letter of Credit Issuer shall increase the Stated Amount of any Letter of Credit if such
Letter of Credit Issuer would not be permitted at such time to issue such Letter of Credit in its amended form under the terms hereof. 
 (f)
No Letter of Credit Issuer shall be under any obligation to amend any Letter of Credit if (A) such Letter of Credit Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or
(B) the beneficiary of such Letter of Credit does not accept the proposed amendment to such Letter of Credit. 
 (g) Each Letter of
Credit Issuer shall act on behalf of the Revolving Credit Lenders with respect to any Letters of Credit issued by it and the documents associated therewith and each Letter of Credit Issuer shall have all of the benefits and immunities
(A) provided to the Administrative Agent in Article XI with respect to any acts taken or omissions suffered by such Letter of Credit Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” as used in Article XI included such Letter of Credit Issuer with respect to such acts or omissions, and (B) as additionally provided
herein with respect to such Letter of Credit Issuer. 
 Section 3.2. Letter of Credit Requests. 

(a) Whenever the Borrower desires that a Letter of Credit be issued for its account or amended, the Borrower shall deliver to the
Administrative Agent and the applicable Letter of Credit Issuer a request in the form of a Letter of Credit Application by no later than 1:00 p.m. at least three Business Days (or such other period as may be agreed upon by the Borrower and such
Letter of Credit Issuer) prior to the proposed date of issuance or amendment. Each Letter of Credit Application shall be appropriately completed and executed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent by
facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by such Letter of Credit Issuer, by personal delivery or by any other means acceptable to such Letter of Credit Issuer. 

(b) In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail
reasonably satisfactory to the applicable Letter of Credit Issuer: (i) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (ii) the Stated Amount thereof; (iii) the expiry date thereof;
(iv) the name and address of the beneficiary thereof; (v) the documents to be presented by such beneficiary in case of any drawing thereunder; (vi) the full text of any certificate to be presented by such beneficiary in case of any
drawing thereunder; (vii) the identity of the applicant; (viii) the purpose and nature of the requested Letter of Credit; and (ix) such other matters as such Letter of Credit Issuer may reasonably require. In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail reasonably satisfactory to such Letter of Credit Issuer (A) the Letter of Credit to be amended; (B) the proposed date of
amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such Letter of Credit Issuer may reasonably require. Additionally, the Borrower


  
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shall furnish to such Letter of Credit Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any
Issuer Documents, as such Letter of Credit Issuer or the Administrative Agent may reasonably require. 
 (c) Promptly after receipt of any
Letter of Credit Application, the applicable Letter of Credit Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower
and, if not, such Letter of Credit Issuer will provide the Administrative Agent with a copy thereof. Unless a Letter of Credit Issuer has received written notice from any Revolving Credit Lender, the Administrative Agent or any Loan Party, at least
one Business Day prior to the requested date of issuance or amendment of the Letter of Credit, that one or more applicable conditions contained in Sections 7.1 (solely with respect to any Letter of Credit issued on the
Closing Date) and 7.2 shall not then be satisfied to the extent required thereby, then, subject to the terms and conditions hereof, such Letter of Credit Issuer shall, on the requested date, issue a Letter of Credit for the account of the
Borrower (or, so long as the Borrower is the primary obligor, for the account of a Subsidiary of the Borrower) or enter into the applicable amendment, as the case may be, in each case in accordance with such Letter of Credit Issuer’s usual and
customary business practices. 
 (d) If the Borrower so requests in any applicable Letter of Credit Application, a Letter of Credit Issuer
may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit such
Letter of Credit Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof and the Borrower not later than a day
(the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the applicable Letter of Credit
Issuer, the Borrower shall not be required to make a specific request to such Letter of Credit Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not
require) such Letter of Credit Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the L/C Maturity Date, unless otherwise agreed upon by the Administrative Agent and such Letter of Credit Issuer;
provided, however, that such Letter of Credit Issuer shall not permit any such extension if (A) such Letter of Credit Issuer has reasonably determined that it would not be permitted, or would have no obligation, at such time to
issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of Section 3.1(b) or otherwise), or (B) it has received written notice on or before the day that
is seven Business Days before the Non-Extension Notice Date from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in
Section 7.2 are not then satisfied, and in each such case directing such Letter of Credit Issuer not to permit such extension. 

(e) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to
the beneficiary thereof, each Letter of Credit Issuer will also deliver to the Borrower and the Administrative Agent a true and complete copy of such Letter of Credit or amendment. 

  
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 (f) Each request for a Letter of Credit shall be deemed to be a representation and warranty by
the Borrower that the Letter of Credit may be issued in accordance with, and will not violate the requirements of, Section 3.1(b). 

Section 3.3. Letter of Credit Participations. 

(a) Immediately upon the issuance by a Letter of Credit Issuer of any Letter of Credit, such Letter of Credit Issuer shall be deemed to have
sold and transferred to each Revolving Credit Lender (each such Revolving Credit Lender, in its capacity under this Section 3.3, an “L/C Participant”), and each such L/C Participant shall be deemed
irrevocably and unconditionally to have purchased and received from such Letter of Credit Issuer, without recourse or warranty, an undivided interest and participation (each an “L/C Participation”), to the extent of such L/C
Participant’s Revolving Credit Commitment Percentage in each Letter of Credit, each substitute therefor, each drawing made thereunder and the obligations of the Borrower under this Agreement with respect thereto, and any security therefor or
guaranty pertaining thereto; provided that the Letter of Credit Fees will be paid directly to the Administrative Agent for the ratable account of the L/C Participants as provided in Section 4.1(b) and the L/C
Participants shall have no right to receive any portion of any fees paid to the Administrative Agent for the account of any Letter of Credit Issuer in respect of each Letter of Credit issued hereunder. 

(b) In determining whether to pay under any Letter of Credit, the relevant Letter of Credit Issuer shall have no obligation relative to the L/C
Participants other than to confirm that any documents required to be delivered under such Letter of Credit have been delivered and that they appear to comply on their face with the requirements of such Letter of Credit. Any action taken or omitted
to be taken by the relevant Letter of Credit Issuer under or in connection with any Letter of Credit issued by it, if taken or omitted in the absence of gross negligence or willful misconduct as determined in the final
non-appealable judgment of a court of competent jurisdiction, shall not create for the Letter of Credit Issuer any resulting liability. 

(c) In the event that any Letter of Credit Issuer makes any payment under any Letter of Credit issued by it and the Borrower shall not have
repaid such amount in full to such Letter of Credit Issuer through the Administrative Agent pursuant to Section 3.4(a), the Administrative Agent shall promptly notify each L/C Participant of such failure, and each L/C
Participant shall promptly and unconditionally pay to the Administrative Agent for the account of such Letter of Credit Issuer, the amount of such L/C Participant’s Revolving Credit Commitment Percentage of such unreimbursed payment in Dollars
at the Administrative Agent’s Office and in immediately available funds. If and to the extent such L/C Participant shall not have so made its Revolving Credit Commitment Percentage of the amount of such payment available to the Administrative
Agent for the account of such Letter of Credit Issuer, such L/C Participant agrees to pay to the Administrative Agent for the account of such Letter of Credit Issuer, forthwith on demand, such amount, together with interest thereon for each day from
such date until the date such amount is paid to the Administrative Agent for the account of such Letter of Credit Issuer at a rate per annum equal to the Overnight Rate from time to time then in effect, plus any administrative, processing or
similar fees that are reasonably and customarily charged by such Letter of Credit Issuer in connection with the foregoing. The failure of any L/C Participant to make available to the Administrative Agent for the account of a Letter of Credit Issuer
its Revolving Credit Commitment Percentage of any payment under any Letter of Credit shall not relieve any other L/C Participant 

  
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of its obligation hereunder to make available to the Administrative Agent for the account of such Letter of Credit Issuer its Revolving Credit Commitment Percentage of any payment under such
Letter of Credit on the date required, as specified above, but no L/C Participant shall be responsible for the failure of any other L/C Participant to make available to the Administrative Agent such other L/C Participant’s Revolving Credit
Commitment Percentage of any such payment. 
 (d) Whenever the Administrative Agent receives a payment in respect of an unpaid reimbursement
obligation as to which the Administrative Agent has received for the account of a Letter of Credit Issuer any payments from the L/C Participants pursuant to clause (c) above, the Administrative Agent shall promptly pay to
each L/C Participant that has paid its Revolving Credit Commitment Percentage of such reimbursement obligation, in Dollars and in immediately available funds, an amount equal to such L/C Participant’s share (based upon the proportionate
aggregate amount originally funded by such L/C Participant to the aggregate amount funded by all L/C Participants) of the amount so paid in respect of such reimbursement obligation and interest thereon accruing after the purchase of the respective
L/C Participations at the Overnight Rate. 
 (e) The obligations of the L/C Participants to make payments to the Administrative Agent for the
account of each Letter of Credit Issuer with respect to Letters of Credit shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right which such
Lender may have against such Letter of Credit Issuer, the Borrower, any Subsidiary or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or Event of Default, or (iii) any other occurrence, event or
condition, whether or not similar to any of the foregoing. 
 (f) If any payment received by the Administrative Agent for the account of a
Letter of Credit Issuer pursuant to Section 3.3(c) is required to be returned under any circumstance (including pursuant to any settlement entered into by such Letter of Credit Issuer in its discretion), each Lender shall
pay to the Administrative Agent for the account of such Letter of Credit Issuer its Revolving Credit Commitment Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to the date such
amount is returned by such Lender, at a rate per annum equal to the applicable Overnight Rate from time to time in effect. The obligations of the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement. 
 Section 3.4. Agreement to Repay Letter of Credit Drawings. 

(a) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the applicable Letter of
Credit Issuer shall notify the Borrower and the Administrative Agent thereof (such notification provided by such Letter of Credit Issuer to the Borrower and the Administrative Agent being referred to herein as an “L/C Draw Notice”).
The Borrower hereby agrees to reimburse each Letter of Credit Issuer, by making payment with respect to any drawing under any Letter of Credit in the same currency in which such drawing was made unless such Letter of Credit Issuer (at its option)
shall have specified in the notice of drawing that it will require reimbursement in Dollars. Any such reimbursement shall be made by the Borrower to the Administrative Agent in immediately available funds for any payment or disbursement made by a
Letter of Credit Issuer under any Letter of Credit (each such amount so paid until reimbursed, an “Unpaid Drawing”) if (i) an L/C Draw Notice with respect to a Letter of Credit is received by


  
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the Borrower (x) on or prior to 11:00 a.m. on the date of any payment by the applicable Letter of Credit Issuer (each such date a payment is made by a Letter of Credit Issuer under a Letter
of Credit being referred to herein as an “Honor Date”), then, not later than 3:00 p.m. on the Honor Date or (y) after 11:00 a.m. on the Honor Date, then, not later than 3:00 p.m. on the first Business Day following the Honor
Date, (such date on which the Borrower, pursuant to clauses (x) and (y) of this sentence, are required to reimburse a Letter of Credit Issuer for a drawing under a Letter of Credit is referred to herein as the “Reimbursement
Date”); provided, however, that if the Reimbursement Date for a drawing under a Letter of Credit is the Business Day following the Honor Date pursuant to clause (y) of this sentence then the Unpaid Drawing shall accrue
interest from and including the Honor Date to the date the Letter of Credit Issuer is reimbursed in full therefor (whether through payment by the Borrower and/or the L/C Participants in accordance with Section 3.3(c)) at a
rate per annum equal to (A) for the period from and including the Honor Date to but excluding the first Business Day to occur thereafter, the Applicable Margin for Base Rate Loans that are Revolving Credit Loans plus the Base Rate as in
effect from time to time and (B) thereafter, at the Default Rate in accordance with Section 2.8(c)). Interest accruing on the Unpaid Drawing pursuant to the proviso to the immediately preceding sentence shall be
payable by the Borrower promptly to the Administrative Agent, solely for the account of the applicable Letter of Credit Issuer. Notwithstanding anything contained in this Agreement to the contrary, (i) unless the Borrower shall have notified
the Administrative Agent and the relevant Letter of Credit Issuer prior to 11:00 a.m. on the Reimbursement Date that the Borrower intends to reimburse the relevant Letter of Credit Issuer for the amount of such drawing with funds other than the
proceeds of Loans, the Borrower shall be deemed to have given a Committed Loan Notice requesting that, with respect to Letters of Credit, the Revolving Credit Lenders make Revolving Credit Loans (which shall be denominated in Dollars and which shall
be Base Rate Loans) on the Reimbursement Date in the amount of such drawing and (ii) the Administrative Agent shall promptly notify each L/C Participant of such drawing and the amount of its Revolving Credit Loan to be made in respect thereof,
and each L/C Participant shall be irrevocably obligated to make a Revolving Credit Loan to the Borrower in Dollars in the manner deemed to have been requested in the amount of its Revolving Credit Commitment Percentage of the applicable Unpaid
Drawing by 2:00 p.m. on such Reimbursement Date by making the amount of such Revolving Credit Loan available to the Administrative Agent. Such Revolving Credit Loans shall be made without regard to the Minimum Borrowing Amount. The Administrative
Agent shall use the proceeds of such Revolving Credit Loans solely for purposes of reimbursing the relevant Letter of Credit Issuer for the related Unpaid Drawing. In the event that the Borrower fails to Cash Collateralize any Letter of Credit that
is outstanding on the L/C Maturity Date, the full amount of the L/C Obligations in respect of such Letter of Credit shall be deemed to be an Unpaid Drawing subject to the provisions of this Section 3.4 except that the
relevant Letter of Credit Issuer shall hold the proceeds received from the L/C Participants as contemplated above as cash collateral for such Letter of Credit to reimburse any drawing under such Letter of Credit and shall use such proceeds
first, to reimburse itself for any drawings made in respect of such Letter of Credit following the L/C Maturity Date, second, to the extent such Letter of Credit expires or is returned undrawn while any such cash collateral remains, to
the repayment of obligations in respect of any Revolving Credit Loans that have not been paid at such time and third, to the Borrower or as otherwise directed by a court of competent jurisdiction. Nothing in this
Section 3.4(a) shall affect the Borrower’s obligation to repay all outstanding Revolving Credit Loans when due in accordance with the terms of this Agreement. 

  
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 (b) The obligation of the Borrower to reimburse each Letter of Credit Issuer for each drawing
under each Letter of Credit issued by such Letter of Credit Issuer and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances,
including the following: 
 (i) any lack of validity or enforceability of such Letter of Credit, this Agreement or any of the other Loan
Documents; 
 (ii) the existence of any claim, counterclaim, set-off, defense or other right that the
Borrower or any Subsidiary may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for whom any such transferee may be acting), the Administrative Agent, relevant Letter of Credit
Issuer, any Lender or other Person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any unrelated transactions (including any underlying transaction between the Borrower and the beneficiary
named in any such Letter of Credit); 
 (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving
to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit; 
 (c) waiver by the relevant Letter of Credit Issuer of any requirement that exists for such Letter of Credit
Issuer’s protection and not the protection of the Borrower (or any Subsidiary of the Borrower) or any waiver by the relevant Letter of Credit Issuer which does not in fact materially prejudice the Borrower (or any Subsidiary of the Borrower);

 (d) any payment made by the relevant Letter of Credit Issuer in respect of an otherwise complying item presented after the date specified
as the expiration date of, or the date by which documents must be received under, such Letter of Credit if presentation after such date is authorized by the UCC, the ISP or the UCP, as applicable; 

(e) any payment by the relevant Letter of Credit Issuer under such Letter of Credit against presentation of a draft or certificate that does
not comply with the terms of such Letter of Credit; or any payment made by such Letter of Credit Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under any Debtor Relief Law; 
 (f) honor of a demand for payment presented electronically even if such
Letter of Credit requires that demand be in the form of a draft; 
 (g) any adverse change in any relevant exchange rates or in the relevant
currency markets generally; 
 (h) honor of demand for payment presented electronically even if such Letter of Credit requires that demand be
in the form of a draft; or 

  
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 (i) any other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a defense available to, or an equitable discharge of, or provide a right of set off against, the Borrower’s obligations hereunder (or any Subsidiary of the Borrower)
(other than the defense of payment or performance). 
 (j) The foregoing shall not be construed to excuse any Letter of Credit Issuer 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 Letter of Credit Issuer’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree
that, in the absence of gross negligence or willful misconduct on the part of any Letter of Credit Issuer (as finally determined by a court of competent jurisdiction), such Letter of Credit Issuer shall be deemed to have exercised care in each such
determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit,
a Letter of Credit Issuer may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. 
 The Borrower shall promptly
examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the
applicable Letter of Credit Issuer. The Borrower shall be conclusively deemed to have waived any such claim against the applicable Letter of Credit Issuer and its correspondents unless such notice is given as aforesaid. 

Section 3.5. Increased Costs. If any Change in Law shall either (x) impose, modify or deem applicable any reserve, deposit,
capital adequacy, liquidity or similar requirement against any assets of, deposits with or for the account of, or credit extended or participated in by any Letter of Credit Issuer or any L/C Participant, including any letters of credit issued by any
Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (y) impose on any Letter of Credit Issuer or any L/C Participant any other conditions, costs or expense affecting this Agreement or its obligations hereunder
in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to any Letter of Credit Issuer or
L/C Participant of issuing, maintaining or participating in any Letter of Credit (or of maintaining its obligation to issue or participate in any Letter of Credit), or to reduce the actual amount of any sum received or receivable by such Letter of
Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) Indemnified Taxes, (ii) Taxes described in clauses
(b) through (d) of the definition of Excluded Taxes or (iii) Connection Income Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by such Letter of Credit
Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the Borrower (or
any Subsidiary of the Borrower))), the Borrower 

  
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shall pay to such Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate such Letter of Credit Issuer or such L/C Participant for such
increased cost or reduction. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by such Letter of Credit Issuer or such L/C Participant
to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate such Letter of Credit Issuer or such L/C Participant as aforesaid shall be
conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 3.5 based on the
occurrence of a Change in Law arising solely from (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any
requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer (in such Lender’s or Letter of Credit Issuer’s reasonable determination) is generally seeking
compensation from other borrowers in the unsecured REIT loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers (but not necessarily all such borrowers) having provisions
similar to this Section 3.5; provided that in no event shall any Lender or Letter of Credit Issuer be required to disclose information of other borrowers. 

Section 3.6. New or Successor Letter of Credit Issuer. 

(a) Any Letter of Credit Issuer may resign as a Letter of Credit Issuer upon 60 days’ prior written notice to the Administrative
Agent, the Lenders, the other Letter of Credit Issuers and the Borrower; provided that, if at any time any Letter of Credit Issuer assigns all of its Commitments and Loans pursuant to Section 12.6, such Letter of
Credit Issuer may, upon 30 days’ notice to the Administrative Agent, the Lenders, the other Letter of Credit Issuers and the Borrower, resign as a Letter of Credit Issuer. The Borrower may, with the written consent of the Administrative Agent
(which shall not be unreasonably withheld or delayed), replace any Letter of Credit Issuer for any reason upon written notice to such Letter of Credit Issuer. The Borrower may, with the written consent of the Administrative Agent (which shall not be
unreasonably withheld or delayed), add Letter of Credit Issuers at any time. If any Letter of Credit Issuer shall resign or be replaced, or if the Borrower shall decide to add a new Letter of Credit Issuer under this Agreement, then the Borrower may
appoint from among the Lenders a successor issuer of Letters of Credit or a new Letter of Credit Issuer (with the agreement to become a successor issuer of Letters of Credit or a new Letter of Credit Issuer to be in the sole discretion of such
Lender), as the case may be, or another successor or new issuer of Letters of Credit, whereupon such successor issuer accepting such appointment shall succeed to the rights, powers and duties of the replaced or resigning Letter of Credit Issuer
under this Agreement and the other Loan Documents, or such new issuer of Letters of Credit accepting such appointment shall be granted the rights, powers and duties of a Letter of Credit Issuer hereunder, and the term “Letter of Credit
Issuer” shall mean such successor or such new issuer of Letters of Credit effective upon such appointment; provided, however, that no failure by the Borrower to appoint any such successor shall affect the resignation of such
Letter of Credit Issuer as a Letter of Credit Issuer. At the time such resignation or replacement shall become effective, the Borrower shall pay to the resigning or replaced Letter of Credit Issuer all accrued and unpaid fees applicable to the
Letters of Credit pursuant to Sections 4.1(b) and (d). The acceptance of any appointment as a Letter of Credit Issuer hereunder, whether 

  
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as a successor issuer or new issuer of Letters of Credit in accordance with this Agreement, shall be evidenced by an agreement entered into by such new or successor issuer of Letters of Credit,
in a form reasonably satisfactory to the Borrower and the Administrative Agent and, from and after the effective date of such agreement, such new or successor issuer of Letters of Credit shall become the Letter of Credit Issuer hereunder. After the
resignation or replacement of any Letter of Credit Issuer hereunder, the resigning or replaced Letter of Credit Issuer shall remain a party hereto and shall continue to have all the rights and obligations of a Letter of Credit Issuer under this
Agreement and the other Loan Documents with respect to Letters of Credit issued by it prior to such resignation or replacement (including the right to require the Revolving Credit Lenders to make Revolving Credit Loans pursuant to
Section 3.4(a) or the L/C Participants to fund L/C Participations pursuant to Section 3.3(c)), but shall not be required to issue additional Letters of Credit. In connection with any resignation or
replacement pursuant to this clause (a) (but, in case of any such resignation, only to the extent that a successor issuer of Letters of Credit shall have been appointed), either (i) the Borrower, the resigning or
replaced Letter of Credit Issuer and the successor issuer of Letters of Credit shall arrange to have any outstanding Letters of Credit issued by the resigning or replaced Letter of Credit Issuer replaced with Letters of Credit issued by the
successor issuer of Letters of Credit or (ii) the Borrower shall Cash Collateralize the outstanding Letters of Credit issued by such resigning or replaced Letter of Credit Issuer (at 102% of the face amount thereof) or cause the successor
issuer of Letters of Credit, if such successor issuer is reasonably satisfactory to the replaced or resigning Letter of Credit Issuer, to issue “back-stop” Letters of Credit naming the resigning or replaced Letter of Credit Issuer as
beneficiary for each outstanding Letter of Credit issued by the resigning or replaced Letter of Credit Issuer, which new Letters of Credit shall be denominated in the same currency as, and shall have a face amount equal to, the Letters of Credit
being back-stopped and the sole requirement for drawing on such new Letters of Credit shall be a drawing on the corresponding back-stopped Letters of Credit. After any resigning or replaced Letter of Credit Issuer’s resignation or replacement
as Letter of Credit Issuer, the provisions of this Agreement relating to such Letter of Credit Issuer shall inure to its benefit as to any actions taken or omitted to be taken by it (A) while it was a Letter of Credit Issuer under this
Agreement or (B) at any time with respect to Letters of Credit issued by such Letter of Credit Issuer. 
 (b) To the extent there are,
at the time of any resignation or replacement as set forth in Section 3.6(a), any outstanding Letters of Credit, nothing herein shall be deemed to impact or impair any rights and obligations of any of the parties hereto
with respect to such outstanding Letters of Credit (including, without limitation, any obligations related to the payment of Fees or the reimbursement or funding of amounts drawn), except that the Borrower, the resigning or replaced Letter of Credit
Issuer and the successor issuer of Letters of Credit shall have the obligations regarding outstanding Letters of Credit described in Section 3.6(a). 

Section 3.7. Role of Letter of Credit Issuer. Each Lender and the Borrower agree that, in paying any drawing under a Letter of
Credit, no Letter of Credit Issuer shall have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of
any such document or the authority of the Person executing or delivering any such document. None of any Letter of Credit Issuer, the Administrative Agent, any of their respective Affiliates nor any correspondent, participant or assignee of any
Letter of Credit Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval 

  
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of the Required Revolving Credit Lenders; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct as determined in the final
non-appealable judgment of a court of competent jurisdiction; or (iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer
Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit; provided that this assumption is not intended to, and shall not, preclude the
Borrower’s pursuit of such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of any Letter of Credit Issuer, the Administrative Agent, any of their respective Affiliates nor any
correspondent, participant or assignee of any Letter of Credit Issuer shall be liable or responsible for any of the matters described in Section 3.3(b); provided that anything in such Section to the contrary
notwithstanding, the Borrower may have a claim against a Letter of Credit Issuer, and such Letter of Credit Issuer may be liable to the Borrower, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by such Letter of Credit Issuer’s willful misconduct or gross negligence or such Letter of Credit Issuer’s willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit in each case as determined in the final non-appealable judgment
of a court of competent jurisdiction. In furtherance and not in limitation of the foregoing, each Letter of Credit Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of
any notice or information to the contrary, and such Letter of Credit Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 
 Each Letter of
Credit Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial Telecommunication message or overnight courier, or any other commercially reasonable means of
communicating with a beneficiary. 
 Section 3.8. Cash Collateral. 

(a) Certain Credit Support Events. If (i) as of the L/C Maturity Date, any L/C Obligation for any reason remains outstanding,
(ii) the Borrower shall be required to provide Cash Collateral pursuant to Section 10.1, (iii) there shall exist a Defaulting Lender or (iv) any Letter of Credit Issuer has honored any full or partial drawing
request under any Letter of Credit issued by it and such drawing has resulted in an L/C Borrowing that has not been repaid in full, in each case to the extent the applicable L/C Obligation has not already been Cash Collateralized in accordance with
the terms hereof, the Borrower shall immediately (in the case of clause (ii) above) or within one Business Day (in all other cases) following any written request by the Administrative Agent or such Letter of Credit Issuer, provide Cash
Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to clause (iii) above, after giving effect to
Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). 

  
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 (b) Grant of Security Interest. The Borrower, and to the extent provided by any Defaulting
Lender, such Defaulting Lender, hereby grant to (and subject to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the Letter of Credit Issuers and the Lenders, and agree to maintain, a first priority security
interest in all such cash, deposit accounts and all balances therein as described in Section 3.8(a), and all other property so provided as collateral pursuant to this Section 3.8(b) and in the
possession of the Administrative Agent, and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant to Section 3.8(c). If at any time the Administrative
Agent determines that Cash Collateral is subject to any right or claim of any Person other than the Administrative Agent or the relevant Letter of Credit Issuer as herein provided or Liens of the type described in clauses (a) and
(c) of the definition of Permitted Encumbrances, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount (including, without limitation, as a result of exchange rate fluctuations), the Borrower will,
promptly upon written demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. Cash Collateral (other than credit support not constituting funds
subject to deposit) shall be maintained in blocked, interest bearing deposit accounts with the Administrative Agent (with such interest, to the extent not applied pursuant to Section 3.8(c), accruing for the benefit of the
Borrower). The Borrower shall pay promptly following written demand therefor from time to time all customary account opening, activity and other administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral.

 (c) Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided under any of this
Section 3.8 or Sections 2.16, 5.2 or 10.1 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific L/C Obligations, obligations to
fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may otherwise be provided for herein. 
 (d) Release. Cash Collateral (or the appropriate portion thereof) provided to
reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting
Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 12.6(b)(ii)) or there is no longer existing an Event of Default) or (ii) the determination by the
Administrative Agent and the relevant Letter of Credit Issuer that there exists excess Cash Collateral; provided, however, (x) Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance
of a Default (and following application as provided in this Section 3.8 may be otherwise applied in accordance with Section 10.1), and (y) the Person providing Cash Collateral and the
applicable Letter of Credit Issuer(s) may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations. 

Section 3.9. Governing Law; Applicability of ISP and UCP. Unless otherwise expressly agreed by the applicable Letter of Credit
Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), each Letter of Credit shall be governed by, and shall be construed in accordance with, the laws of the State of New
York, and to the extent not prohibited by such laws, the rules of the ISP shall apply to each Letter of Credit (or UCP if required, subject to the applicable Letter of Credit Issuer’s approval). 

  
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Notwithstanding the foregoing, no Letter of Credit Issuer shall be responsible to the Borrower for, and no Letter of Credit Issuer’s rights and remedies against the Borrower shall be
impaired by, any action or inaction of such Letter of Credit Issuer required or permitted under any law, order, or practice that is required or permitted to be applied to any Letter of Credit or this Agreement, including the applicable law or any
order of a jurisdiction where such Letter of Credit Issuer or the beneficiary is located, the practice stated in the ISP or UCP, as applicable, or in the decisions, opinions, practice statements, or official commentary of the ICC Banking Commission,
the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law & Practice, whether or not any Letter of Credit chooses such law or practice. 

Section 3.10. Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer
Document, the terms hereof shall control and any grant of security interest in any Issuer Documents shall be void. 
 Section 3.11.
Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary of the Borrower, the Borrower shall be obligated to
reimburse the applicable Letter of Credit Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of any Subsidiary of the Borrower inures to the
benefit of the Borrower and that the Borrower’s business derives substantial benefits from the businesses of the Borrower’s Subsidiaries. 

Section 3.12. Letter of Credit Issuer Reports to Administrative Agent. Unless otherwise agreed by the Administrative Agent, each
Letter of Credit Issuer shall, in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent with written reports from time to time, as follows: 

(a) reasonably prior to the time that such Letter of Credit Issuer issues, amends, renews, increases or extends a Letter of Credit, a written
report that includes the date of such issuance, amendment, renewal, increase or extension and the stated amount and currency of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the
amounts thereof shall have changed); 
 (b) on each Business Day on which such Letter of Credit Issuer makes a payment pursuant to a Letter
of Credit, a written report that includes the date and amount of such payment; 
 (c) on any Business Day on which the Borrower fails to
reimburse a payment made pursuant to a Letter of Credit required to be reimbursed to such Letter of Credit Issuer on such day, a written report that includes the date of such failure and the amount of such payment; 

(d) on any other Business Day, a written report that includes such other information as the Administrative Agent shall reasonably request as to
the Letters of Credit issued by such Letter of Credit Issuer; and 
 (e) (i) on the last Business Day of each calendar month and
(ii) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any Letter of Credit issued by such Letter of Credit Issuer, a written report
that includes the information for every outstanding Letter of Credit issued by such Letter of Credit Issuer. 

  
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 ARTICLE IV 

FEES; COMMITMENT REDUCTIONS AND TERMINATIONS 

Section 4.1. Fees. 

(a) Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars, for the account of each Revolving Credit Lender in
accordance with its Revolving Credit Commitment Percentage, an unused fee (the “Unused Fee”) for each day during the Availability Period, including at any time during which one or more of the conditions in Article VII is not
met. Each Unused Fee shall be payable (x) quarterly in arrears on the last Business Day of each March, June, September, and December (for the three-month period (or portion thereof) ended on such day for which no payment has been received) and
(y) on the last day of the Availability Period (for the period ended on such date for which no payment has been received pursuant to clause (x) above), commencing with the first such date to occur after the Closing
Date, and shall be computed for each day during such period at a rate per annum equal to the Unused Fee Rate in effect on such day times the Available Commitment in effect on such day. 

(b) Without duplication, the Borrower agrees to pay to the Administrative Agent in Dollars for the account of the Revolving Credit Lenders pro
rata on the basis of their respective Letter of Credit Exposure, a fee in respect of each Letter of Credit issued on the Borrower’s or any of its Subsidiaries’ behalf (the “Letter of Credit Fee”), for the period from and
including the date of issuance of such Letter of Credit to but excluding the termination or expiration date of such Letter of Credit computed at the per annum rate for each day equal to the Applicable Margin for Eurodollar Rate Revolving
Credit Loans times the daily Stated Amount of such Letter of Credit. Except as provided below, such Letter of Credit Fees shall be due and payable (x) quarterly in arrears on the last Business Day of each March, June, September, and December
and (y) on the last day of the Availability Period. If there is any change in the Applicable Margin during any quarter, the daily maximum amount of each Letter of Credit shall be computed and multiplied by the Applicable Margin separately for
each period during such quarter that such Applicable Margin was in effect. Notwithstanding anything to the contrary contained herein, (i) while any Event of Default arising under Section 10.1(a)(i) or
Section 10.1(h) exists, all Letter of Credit Fees shall accrue at the Default Rate, and (ii) upon the request of the Required Revolving Credit Lenders while any Event of Default exists (other than as set forth in
clause (i)), all Letter of Credit Fees shall accrue at the Default Rate. 
 (c) Without duplication, the Borrower agrees to pay to the
Administrative Agent, the Bookrunner and the Lead Arrangers in Dollars, for their own respective accounts, and for the Lenders, as applicable, such fees as have been previously agreed in writing or as may be agreed in writing from time to time in
the amounts and at the times so specified. 
 (d) Without duplication, the Borrower agrees to pay to each Letter of Credit Issuer for its own
account a fee in Dollars in respect of each Letter of Credit issued by it to the Borrower (the “Fronting Fee”) of the greater of (a) $500 per annum and (b) for the period from the date of issuance of such Letter of
Credit to the termination date of such Letter of Credit, an amount 

  
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computed for each day at the rate equal to 0.125% per annum on the daily Stated Amount of such Letter of Credit. Such Fronting Fees shall be due and payable (x) quarterly in arrears
on the first Business Day after the end of each of March, June, September and December and (y) on the date upon which the Total Revolving Credit Commitment terminates and the L/C Obligations shall have been reduced to zero or Cash
Collateralized (at 102% of the face amount thereof). 
 (e) Without duplication, the Borrower agrees to pay directly to each Letter of Credit
Issuer for its own account in Dollars upon each issuance or renewal of, drawing under, and/or amendment of, a Letter of Credit issued by it such amount as shall at the time of such issuance or renewal of, drawing under, and/or amendment be the
customary issuance, presentation, amendment and other processing fees, and other standard costs and charges that such Letter of Credit Issuer is customarily charging for issuances or renewals of, drawings under or amendments of, letters of credit
issued by it, in each case, not to exceed $1,500 with respect to any Letter of Credit. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable 

(f) Notwithstanding the foregoing, the payment of any amounts to any Defaulting Lender pursuant to this Section 4.1
shall be subject to Section 2.16. 
 Section 4.2. Voluntary Reduction of Revolving Credit Commitments.

 (a) Upon prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the
Lenders), the Borrower shall have the right, without premium or penalty, on any day, permanently to terminate or reduce the Total Revolving Credit Commitment in whole or in part; provided that (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. four Business Days prior to the date of termination or reduction, (ii) any such reduction shall apply proportionately and permanently to reduce the Revolving Credit Commitment of each of the
Lenders (and in the case of any resulting reduction of the Letter of Credit Subfacility, the Letter of Credit Sublimit of each Letter of Credit Issuer shall be reduced on a pro rata basis), except that the Borrower may at its election permanently
reduce the Revolving Credit Commitment of a Defaulting Lender to $0 without affecting the Revolving Credit Commitments of any other Lender, (iii) any partial reduction pursuant to this Section 4.2 shall be in the
amount of at least $5,000,000, and (iv) after giving effect to such termination or reduction and to any prepayments of the Loans made on the date thereof in accordance with this Agreement (x) the aggregate amount of the Lenders’
Revolving Credit Exposures shall not exceed the Total Revolving Credit Commitment, (y) the aggregate amount of L/C Obligations not fully Cash Collateralized hereunder shall not exceed the Letter of Credit Subfacility and (z) the aggregate
amount of Swing Line Loans shall not exceed the Swing Line Sublimit. Following any such termination or reduction, the Administrative Agent may in its discretion replace the existing Schedule 1.1A with an amended and restated schedule that
reflects all such terminations and reductions. 
 (b) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender
upon not less than two (2) Business Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.16(a)(ii) will apply to all
amounts thereafter paid by the Borrower for the account of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a
waiver or release of any claim the Borrower, the Administrative Agent, any Letter of Credit Issuer or any Lender may have against such Defaulting Lender. 

  
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 Section 4.3. Mandatory Termination of Commitments. 

(a) The Term Loan Commitments shall terminate on the Closing Date, contemporaneously with the Borrowing of the Term Loans. 

(b) The Revolving Credit Commitments shall terminate at 12:00 noon on the Revolving Loan Maturity Date. 

ARTICLE V 
 PAYMENTS

 Section 5.1. Voluntary Prepayments. 

(a) The Borrower shall have the right to prepay Term Loans and Revolving Credit Loans, in each case without premium or penalty, in whole or in
part from time to time on the following terms and conditions: (1) the Borrower shall give the Administrative Agent written notice of its intent to make such prepayment, the date and amount of such prepayment, the Class(es) and Type(s) of Loans
to be prepaid and (in the case of Eurodollar Loans) the Interest Periods of such Loans, which notice shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent no later than 11:00 a.m. (i) in the case
of Eurodollar Loans, three Business Days prior to, and (ii) in the case of Base Rate Loans, one Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders;
(2) each partial prepayment of (i) any Borrowing of Eurodollar Loans shall be in a minimum amount of $1,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any Base Rate Loans shall be in a minimum amount of $1,000,000
and in multiples of $100,000 in excess thereof; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than
the applicable Minimum Borrowing Amount for such Eurodollar Loans, and (3) in the case of any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period
applicable thereto, the Borrower shall, promptly after receipt of a written request by any applicable Lender (which request shall set forth in reasonable detail the basis for requesting such amount), pay to the Administrative Agent for the account
of such Lender any amounts required pursuant to Section 2.11. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective
Applicable Percentages in respect of the relevant Facility. 
 (b) The Borrower may, upon notice by the Borrower to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and
the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify the Swing Line Lender of the amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and
the payment amount specified in such notice shall be due and payable on the date specified therein. 

  
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 Section 5.2. Mandatory Prepayments. 

(a) Availability Prepayments. If for any reason on any date Availability is less than $0, the Borrower shall forthwith repay on such
date the Revolving Credit Loans (including L/C Borrowings) and/or Cash Collateralize the L/C Obligations in an aggregate amount necessary to cause Availability to be greater than or equal to $0; provided, however, that, if, after
repaying in full all outstanding Revolving Credit Loans and cash collateralizing all Letters of Credit, Availability is still less than $0, then the Borrower will repay outstanding Term Loans in an aggregate amount equal to the amount by which
Availability is less than $0. Amounts paid by the Borrower pursuant to this Section 5.2(a), first, shall be applied ratably to the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to
the outstanding Revolving Credit Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations and, fourth, shall be applied ratably to the outstanding Term Loans. Upon the drawing of any Letter of Credit that has been Cash
Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the Letter of Credit Issuers or the Revolving Credit Lenders, as applicable.

 (b) Repayment of Revolving Credit Loans. If on any date the aggregate amount of the Lenders’ Revolving Credit Exposures for
any reason exceeds the Total Revolving Credit Commitment then in effect, the Borrower shall forthwith repay on such date Revolving Credit Loans and/or Swing Line Loans in an amount equal to such excess. If after giving effect to the prepayment of
all outstanding Revolving Credit Loans and Swing Line Loans, the Revolving Credit Exposures exceed the Total Revolving Credit Commitment then in effect, the Borrower shall Cash Collateralize the L/C Obligations to the extent of such excess. 

(c) Application to Loans. With respect to each prepayment of Loans required by Section 5.2(a) or
Section 5.2(b), the Borrower may, if applicable, designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that subject to
Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. In the absence of a designation by the Borrower
as described in the preceding sentence, the Administrative Agent shall, subject to the above, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under
Section 2.11. 
 Section 5.3. Method and Place of Payment. 

(a) All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense,
recoupment or setoff. Except as otherwise specifically provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent for the ratable account of the Lenders entitled thereto or the Letter of Credit Issuer entitled
thereto, as the case may be, not later than 2:00 p.m., in each case, on the date when due and in immediately available funds to the Administrative Agent’s Office. All repayments or prepayments of any Loans (whether of principal, interest or
otherwise) hereunder 

  
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shall be made in the currency in which such Loans are denominated and all other payments under each Loan Document shall, unless otherwise specified in such Loan Document, be made in Dollars. The
Administrative Agent will thereafter cause to be distributed on the same day (if payment was actually received by the Administrative Agent prior to 2:00 p.m. or, otherwise, on the next Business Day in the Administrative Agent’s sole discretion)
like funds relating to the payment of principal or interest or Fees ratably to the Lenders entitled thereto. 
 (b) Any payments under this
Agreement that are made later than 2:00 p.m. may be deemed to have been made on the next succeeding Business Day in the Administrative Agent’s sole discretion for purposes of calculating interest and fees thereon. Except as otherwise provided
herein, whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day and, with respect to payments of principal, interest and
applicable fees shall be payable during such extension at the applicable rate in effect immediately prior to such extension. 
 (c) If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans, L/C Participations or Swing Line Participations resulting in such Lender receiving payment
of a proportion of the aggregate amount of such Loans, L/C Participations or Swing Line Participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall
(i) notify the Administrative Agent of such fact, and (ii) purchase (for cash at face value) participations in the applicable Class of Loans, L/C Participations of Swing Line Participations, as applicable, of the other Lenders, or
make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans of such Class,
L/C Participations or Swing Line Participations, as applicable, and other amounts owing them; provided that (x) 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 (y) the provisions of this paragraph shall not be construed to apply to (1) any payment made by or on behalf of the
Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (2) the application of Cash Collateral provided for in
Section 3.8, or (3) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans, L/C Participations or Swing Line Participations to any assignee or participant
other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this paragraph shall apply). 
 (d) To the
extent it may effectively do so under applicable law, any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if
such Lender were a direct creditor of the Borrower in the amount of such participation in accordance with and subject to the terms of Section 12.7(b). 

  
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 Section 5.4. Net Payments. 

(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. 

(i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made free and clear
of and without deduction or withholding for any Taxes, except as required by applicable laws. If any applicable laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any
such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to
paragraph (e) below. 
 (ii) If any Loan Party, the Administrative Agent or any other applicable Withholding Agent shall be
required by applicable law to withhold or deduct any Taxes from any payment, then (A) such Withholding Agent shall withhold or make such deductions as are reasonably determined by such Withholding Agent to be required based upon the information
and documentation it has received pursuant to paragraph (e) below, (B) such Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable laws, and
(C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or deductions have been made
(including withholding or deductions applicable to additional sums payable under this Section 5.4) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deductions
been made. 
 (b) Payment of Other Taxes by the Borrower. Without limiting the provisions of paragraph (a)
above, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law or, at the option of the Administrative Agent, timely reimburse the Administrative Agent or any Lender for the payment of
any Other Taxes. 
 (c) Tax Indemnifications. Without limiting the provisions of paragraph (a) or
(b) above, the Loan Parties shall jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of Indemnified Taxes (including Indemnified Taxes
imposed or asserted on or attributable to amounts payable under this Section 5.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and
reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the nature
and amount of any such payment or liability (along with a written statement setting forth in reasonable detail the basis and calculation of such amounts) delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or
Letter of Credit Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 5.4(g). 

(d) Evidence of Payments. As soon as is practicable after any payment of Taxes by any Loan Party or the Administrative Agent to a
Governmental Authority as provided in this Section 5.4, such Loan Party shall deliver to the Administrative Agent or the Administrative Agent shall deliver to such Loan Party, as the case may be, the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as
the case may be. 

  
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 (e) Status of Lenders and Tax Documentation. 

(i) Each Lender shall deliver to the Borrower and to the Administrative Agent, at such time or times reasonably requested by the Borrower or
the Administrative Agent, such properly completed and executed documentation prescribed by applicable laws or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower or the
Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and
(C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise to establish such
Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or
reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Any
documentation and information required to be delivered by a Lender pursuant to this Section 5.4(e) (including any specific documentation set forth in subsection (ii) below) shall be delivered by
such Lender (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before any date on which such documentation expires or becomes obsolete or invalid, (iii) after the
occurrence of any change in the Lender’s circumstances requiring a change in the most recent documentation previously delivered by it to the Borrower and the Administrative Agent, and (iv) from time to time thereafter if reasonably
requested by Borrower or the Administrative Agent, and each such Lender shall promptly notify in writing the Borrower and the Administrative Agent if such Lender is no longer legally eligible to provide any documentation previously provided. If any
form or certification previously delivered pursuant to this Section expires or becomes obsolete or inaccurate in any respect with respect to a Lender, such Lender shall update such form or certification or promptly notify the Borrower and the
Administrative Agent of its legal inability to do so. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 5.4(e)(ii)(A), 5.4(e)(ii)(B) or 5.4(e)(ii)(D)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without limiting the
generality of the foregoing: 
 (A) any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative
Agent two (2) executed copies of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable laws or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; 

  
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 (B) each Lender that is not a U.S. Person (a “Non-U.S. Lender”) that is entitled under the Code or any applicable treaty to an exemption from or reduction of U.S. federal withholding tax with respect to any payments hereunder or under any
other Loan Document shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) whichever of the following is applicable: 

(1) two (2) executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successor form thereto), claiming eligibility for benefits of an income tax treaty to which the United States is a party; 

(2) executed copies of Internal Revenue Service Form W-8ECI (or any successor form
thereto); 
 (3) 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, (x) a certificate, substantially in the form of Exhibit J-1, J-2, J-3 or J-4, as applicable, (a “Non-Bank Tax Certificate”), to the effect that such Non-U.S. Lender is not (A) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and that no payments under any Loan Document are effectively connected with such Non-U.S. Lender’s conduct of a United States trade or business and (y) two (2) executed copies of Internal Revenue Service Form W-8BEN or W-8BEN-E, as applicable (or any successors thereto); 

(4) where such Lender is a partnership (for U.S. federal income tax purposes) or otherwise not a beneficial owner (e.g., where
such Lender has sold a participation), Internal Revenue Service Form W-8IMY (or any successor thereto) and all required supporting documentation (including, where one or more of the underlying beneficial
owner(s) is claiming the benefits of the portfolio interest exemption, a Non-Bank Tax Certificate of such beneficial owner(s)) (provided that, if the Non-U.S.
Lender is a partnership and not a participating Lender, the Non-Bank Tax Certificate(s) may be provided by the Non-U.S. Lender on behalf of the direct or indirect
partner(s)); or 
 (5) executed copies of any other form prescribed by applicable laws as a basis for claiming exemption from
or a reduction in United States federal withholding tax together with such supplementary documentation as may be prescribed by applicable laws to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to
be made; 
 (C) any Non-U.S. Lender shall, to the extent it is legally entitled to do
so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Non-U.S. Lender becomes a Lender under this
Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from, or a reduction in, U.S.
Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or the Administrative Agent to determine withholding or deduction required to be made; and 

  
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 (D) if a payment made to a Lender under any Loan Document would be subject to
U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall
deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as
prescribed by Section 1471(b)(3)(C)(i) of the Code or any applicable intergovernmental agreement) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the
Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for
purposes of this clause (D), FATCA shall include any amendments made to FATCA after the date of this Agreement. 

(iii) Notwithstanding anything to the contrary in this Section 5.4, no Lender or the Administrative Agent shall be
required to deliver any documentation that it is not legally eligible to deliver. 
 (f) Treatment of Certain Refunds. Unless required
by applicable laws, at no time shall the Administrative Agent have any obligation to file for or otherwise pursue on behalf of a Lender or a Letter of Credit Issuer, or have any obligation to pay to any Lender or Letter of Credit Issuer, any refund
of Taxes withheld or deducted from funds paid for the account of such Lender or such Letter of Credit Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by any Loan Party or with respect to which any Loan Party has paid additional amounts pursuant to this Section 5.4, the Administrative Agent or such
Lender (as applicable) shall promptly pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Loan Parties under this Section 5.4 with
respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses (including any Taxes) incurred by the Administrative Agent
or such Lender, as the case may be, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Administrative Agent or such
Lender, agree to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such
Lender is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the Administrative Agent or any Lender be required to pay any amount
to an indemnifying party pursuant to this paragraph (f) the payment of which would place the Administrative Agent or any Lender in a less favorable net after-Tax position than the
Administrative Agent or any Lender 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 

  
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indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require the Administrative Agent or any Lender to make
available its Tax returns (or any other information relating to its Taxes that it deems confidential) to any Loan Party or any other Person. 

(g) Indemnification by the Lenders. Each Lender shall, and does hereby, severally indemnify the Administrative Agent, and shall make
payment in respect thereof within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified
Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions relating to the maintenance of a Participant Register and (iii) any Excluded
Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender
hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due
to the Administrative Agent under this paragraph (g). 
 (h) FATCA. For the avoidance of doubt, for purposes
of this Section 5.4, the term Lender includes each Letter of Credit Issuer and the term “applicable law” includes FATCA. 

(i) Survival. Each party’s obligations under this Section 5.4 shall survive the resignation of the
Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Loan Documents. 

Section 5.5. Computations of Interest and Fees; Retroactive Adjustments of Applicable Rate. 

(a) All computations of interest for Base Rate Loans (including Base Rate Loans determined by reference to the Eurodollar Rate) shall be made
on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of interest and all computations of fees shall be made on the basis of a 360-day year and actual
days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and
shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one day.
Each determination by the Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 

(b) If, as a result of any restatement of or other adjustment to the financial statements of the Company or for any other reason, the Borrower
or the Lenders determine that (i) the Total Leverage Ratio as calculated by the Borrower as of any applicable date was inaccurate and (ii) a proper calculation of the Total Leverage Ratio would have resulted in higher pricing for such


  
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period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the account of the applicable Lenders or the Letter of Credit Issuers, as the case may
be, within ten (10) Business Days of demand thereof by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the Bankruptcy Code, automatically and without
further action by the Administrative Agent, any Lender or any Letter of Credit Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid
for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any Letter of Credit Issuer, as the case may be, under Section 2.8(c), 3.4(a) or 4.1(b) or under Article
X. The Borrower’s obligations under this paragraph shall survive the termination of all Commitments and the repayment of all other Obligations hereunder. 

Section 5.6. Limit on Rate of Interest. 

(a) No Payment Shall Exceed Lawful Rate. Notwithstanding any other term of this Agreement, the Borrower shall not be obliged to pay any
interest or other amounts under or in connection with this Agreement or otherwise in respect of the Obligations in excess of the amount or rate permitted under or consistent with any applicable law, rule or regulation. 

(b) Payment at Highest Lawful Rate. If the Borrower is not obliged to make a payment that it would otherwise be required to make, as a
result of Section 5.6(a), the Borrower shall make such payment to the maximum extent permitted by or consistent with applicable laws, rules, and regulations. 

(c) Adjustment if Any Payment Exceeds Lawful Rate. If any provision of this Agreement or any of the other Loan Documents would obligate
the Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate
shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or
rate of interest required to be paid by the Borrower to the affected Lender under Section 2.8; provided that to the extent lawful, the interest or other amounts that would have been payable but were not payable as a
result of the operation of this Section shall be cumulated and the interest 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 Federal Funds Rate to the date of repayment, shall have been received by such Lender. 
 Notwithstanding the foregoing, and
after giving effect to all adjustments contemplated thereby, if any Lender shall have received from the Borrower an amount in excess of the maximum permitted by any applicable law, rule or regulation, then the Borrower shall be entitled, by notice
in writing to the Administrative Agent to obtain reimbursement from that Lender in an amount equal to such excess, and pending such reimbursement, such amount shall be deemed to be an amount payable by that Lender to the Borrower. 

  
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 In determining whether the interest contracted for, charged, or received by the any Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (i) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (ii) exclude voluntary prepayments and the
effects thereof, and (iii) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

ARTICLE VI 

REPRESENTATIONS AND WARRANTIES 

To induce the Administrative Agent, the Letter of Credit Issuers and the Lenders to enter into this Agreement and to make the Loans and to
issue, amend or renew the Letters of Credit, the Borrower and the Company each hereby represents and warrants to the Administrative Agent, each Letter of Credit Issuer and each Lender that: 

Section 6.1. Financial Condition. (a) The audited financial statements of the Company and its consolidated Subsidiaries delivered
pursuant to Section 7.1(b) (i) present fairly, in all material respects, the consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and
(ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except as otherwise expressly noted therein. 

(b) The unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 30, 2017 delivered pursuant
to Section 7.1(b) and the related consolidated statements of income or operations, shareholder’s equity and cash flows for the fiscal quarter ended on that date (i) present fairly, in all material respects, the
consolidated financial condition of the Company and its consolidated Subsidiaries as of the date of such financial statement and (ii) have been prepared in accordance with GAAP applied consistently throughout the period covered thereby except
to the extent provided in the notes to such financial statements, subject to year-end audit adjustments. 

(c) The unaudited pro forma consolidated balance sheet of the Company and its consolidated Subsidiaries as at September 30, 2017
(including any notes thereto) (the “Pro Forma Balance Sheet” and such date, the “Pro Forma Balance Sheet Date”), copies of which have heretofore been furnished to the Administrative Agent, has been prepared giving
effect (as if such events had occurred on such date) to the consummation of the Transactions. The Pro Forma Balance Sheet has been prepared in good faith based upon assumptions believed by the Company to be reasonable as of the date of delivery
thereof to the Administrative Agent and as of the date hereof, and, subject to the qualifications and limitations contained in the notes attached thereto, presents fairly in all material respects on a pro forma basis, the estimated financial
position of the Company and its consolidated Subsidiaries as at the Pro Forma Balance Sheet Date, assuming that the events specified in the preceding sentence had actually occurred at such date. 

Section 6.2. No Change. Since December 31, 2016, there has been no development or event that, individually or in the
aggregate, has had or could reasonably be expected to have a Material Adverse Effect. 

  
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 Section 6.3. Existence; Compliance with Law. Each Group Member (a) is duly
organized, validly existing and in good standing (to the extent such concept is applicable in the relevant jurisdiction) under the laws of the jurisdiction of its organization, (b) has the corporate, limited liability or limited partnership, as
applicable, power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business in which it is currently engaged except for where failure to do so could not reasonably be
expected to have a Material Adverse Effect, (c) is duly qualified to do business in, and in good standing under the laws of, each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such
qualification except for where failure to do so could not reasonably be expected to have a Material Adverse Effect, and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect. 
 Section 6.4. Power; Authorization; Enforceable
Obligations. Each Loan Party has the corporate, limited liability or limited partnership, as applicable, power and authority, and the legal right, to enter into and perform the Loan Documents to which it is a party and, in the case of the
Borrower, to obtain extensions of credit hereunder. Each Loan Party has taken all necessary organizational action to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, to
authorize the extensions of credit on the terms and conditions of this Agreement. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is required in connection with
the extensions of credit hereunder or with the execution, delivery, performance, validity or enforceability of this Agreement or any of the Loan Documents, except (a) consents, authorizations, filings and notices have been obtained or made and
are in full force and effect, (b) filings to perfect the Liens created under the Collateral Documents and to release existing Liens or (c) consents, authorizations, filings and notices, the failure of which to do so obtain or make could
not reasonably be expected to have a Material Adverse Effect. Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes, and each other Loan Document upon execution will
constitute, a legal, valid and binding obligation of each Loan Party party thereto, enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or similar laws relating to or affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). 

Section 6.5. No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the borrowings
hereunder and the use of the proceeds thereof will not violate any Requirement of Law or any Material Contract or any Governing Document of any Loan Party and will not result in, or require, the creation or imposition of any Lien on any of their
respective properties or revenues pursuant to any such Material Contract (other than the Liens created by the Collateral Documents). 

Section 6.6. Litigation. No action, suit, investigation or proceeding of or before any arbitrator or Governmental Authority is
pending or, to the knowledge of any Loan Party, threatened in writing against any Loan Party or any of their respective Subsidiaries or against any of their respective property as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

  
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 Section 6.7. Ownership of Property; Liens; Qualified Assets; Casualty.
(a) Each Group Member has title in fee simple to, or a valid leasehold interest in, all its Real Property that is material to its business, and good title to, or a valid leasehold interest in or the right to use, all its other property that is
material to its business, in each case other than (x) minor defects in title that do not interfere with its ability to conduct its business as currently conducted or as proposed to be conducted or to utilize such properties for their
intended purposes, or (y) in the case of assets other than Qualified Assets, where the failure to have such title, interest or other right to use would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect,
and none of the Qualified Assets or assets constituting Collateral is subject to any Lien except Permitted Encumbrances and Permitted Equity Encumbrances. 

(b) Each Qualified Asset included in any calculation of the Borrowing Base or the Financial Covenants satisfied, at the time of such
calculation, all of the Eligibility Criteria with respect to the applicable category of Qualified Assets. 
 (c) Neither the businesses nor
the properties of any Group Member are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty that, either individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect. 
 Section 6.8. Intellectual Property. Each Group
Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted, except to the extent that the failure to so own or license such Intellectual Property, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect. No material claim has been asserted against any Group Member and is pending by any Person challenging or questioning the use of any Intellectual Property or the validity or
effectiveness of any Intellectual Property in each case that could reasonably be expected to have a Material Adverse Effect, nor does the Borrower know of any valid basis for any such claim in each case that could reasonably be expected to have a
Material Adverse Effect. The use of Intellectual Property by each Group Member does not infringe on the rights of any Person except to the extent that such infringements, individually or in the aggregate, could not reasonably be expected to have a
Material Adverse Effect. 
 Section 6.9. REIT Status; Stock Exchange Listing; Taxes. The Company (i) qualifies as a
“real estate investment trust” as defined in Section 856 of the Code for U.S. Federal income tax purposes (a “REIT”), (ii) has elected to be treated as a REIT and has not revoked its election to be a REIT and
(iii) is in compliance with all other requirements and conditions imposed under the Code to allow it to maintain its status as a REIT. The Company will cause its common Capital Stock to be listed and to remain listed on the New York Stock
Exchange or the NASDAQ Stock Market. Each Group Member has filed or caused to be filed all federal, state and other material tax returns and reports that are required to have been filed and has paid all Taxes on any assessments made against it or
any of its property, and all other material Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than any Taxes the amount or validity of which are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the relevant Group Member), except where the failure to file or pay could not reasonably be expected to have a Material Adverse
Effect; no Tax Lien has been filed with respect 

  
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to assets of any Group Member that is not a Permitted Encumbrance, and as of the Closing Date, to the knowledge of the Company or the Borrower, no claim is being asserted with respect to any
such Taxes, fees or other charges of any Group Member that could reasonably be expected to have a Material Adverse Effect. 

Section 6.10. Federal Regulations. (a) No part of the proceeds of any Loans or Letters of Credit, and no other extensions of
credit hereunder, will be used by any Loan Party (i) for the purpose, whether immediate or ultimate, of “buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under
Regulation U as now and from time to time hereafter in effect or (ii) for any purpose that violates the provisions of the Regulations of the Board. 

(b) No Loan Party nor any Subsidiary is engaged or will engage, principally or as one of its important activities, in the business of
“buying” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from time to time hereafter in effect or extending credit for the purpose of
“buying” or “carrying” “margin stock”. 
 Section 6.11. ERISA. (a) Except as could not reasonably
be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code
relating to Plans and the regulations and published interpretations thereunder; and (ii) no ERISA Event has occurred or is reasonably expected to occur. 

(b) The Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR §
2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments; 

Section 6.12. Investment Company Act. No Group Member is an “investment company” required to be registered as such under
the Investment Company Act of 1940, as amended. 
 Section 6.13. Subsidiaries. As of the Closing Date,
(a) Schedule 6.13 sets forth the name and jurisdiction of incorporation of each Subsidiary of a Group Member and, as to each such Subsidiary, the percentage of each class of Capital Stock owned by any Group Member and
(b) there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than (i) stock options granted to employees or directors and (ii) directors’ qualifying shares) of any nature
relating to any Capital Stock of the Borrower or any Subsidiary. Each Subsidiary of the Borrower, other than Excluded Subsidiaries, is a Guarantor. 

Section 6.14. Use of Proceeds. The Borrower has not used the proceeds of any Loan or Letter of Credit in any manner in violation
of Section 8.11. 
 Section 6.15. Environmental Matters. Except as, in the aggregate, could not
reasonably be expected to have a Material Adverse Effect: 
 (a) the facilities and real properties owned, leased or operated by any Group
Member (the “Properties”) do not contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute a violation of Environmental Law or would reasonably be expected to result in any
Environmental Liability; 

  
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 (b) no Group Member has received any written notice from any Person alleging, or knows of any
basis for, any Environmental Liability with regard to any Group Member, the Properties or the business operated by any Group Member (the “Business”); 

(c) Materials of Environmental Concern have not been transported or disposed of to, at or from the Properties by or on behalf of any Group
Member in violation of Environmental Law or in a manner that would reasonably be expected to give rise to any Environmental Liability, nor have any Materials of Environmental Concern been generated, used, treated or stored at, on or under any of the
Properties in violation of Environmental Law or in a manner that would reasonably be expected to give rise to any Environmental Liability; 

(d) no claim, proceeding, suit, action or, to the knowledge of the Borrower, investigation is pending or, to the knowledge of the Borrower,
threatened, under any Environmental Law to which any Group Member is or, to the knowledge of the Borrower, will be named as a party, nor are there any judicial decrees, consent decrees, consent orders, administrative orders or other governmental
orders outstanding under any Environmental Law with respect to any Group Member, the Properties or the Business; 
 (e) there has been no
Release of or exposure to nor, to the knowledge of the Borrower, threat of Release of Materials of Environmental Concern at, in, on, under or from the Properties or any other location that would reasonably be expected to give rise to any
Environmental Liability; 
 (f) neither the Group Members nor their respective operations at the Properties have failed to comply with any
Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law; and 

(g) no Group Member has retained or assumed (by contract or operation of law) any Environmental Liability of any other Person or with respect
to any former or predecessor operations or properties. 
 Section 6.16. Accuracy of Information, Etc. The Summary
Information Memorandum and all other written factual information contained in this Agreement, any other Loan Document or any other document or certificate heretofore furnished by or on behalf of any Loan Party to the Administrative Agent, the Letter
of Credit Issuers or the Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or the other Loan Documents, other than projections, estimates, budgets, forward looking statements and information of a
general economic or industry nature concerning the Loan Parties and their Subsidiaries, taken as a whole, does not and will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to
make the statements contained therein (taken as a whole) not materially misleading in light of the circumstances under which such statements were or are made, supplemented or updated from time to time. The projections contained in the materials
referenced above will have been prepared in good faith based upon reasonable assumptions believed by management of the Loan Parties to be reasonable at the time made and at the time such projections are made, it being recognized by the
Administrative Agent, the Letter of Credit Issuers and the Lenders that such projections are not to be viewed as facts or a guarantee of performance and are subject to significant uncertainties and contingencies many of which are beyond the control
of the Loan Parties, that no assurance can be given that any particular projections will be realized and that actual results during the period or periods covered by any such projections may differ from the projected results, and such differences may
be material. 

  
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 Section 6.17. Collateral Documents. The Guarantee and Collateral Agreement is
effective to create in favor of the Administrative Agent, for the benefit of the Secured Parties, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof (subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law). The security
interest granted pursuant to the Guarantee and Collateral Agreement constitutes a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and the proceeds thereof, as security for the
Obligations, in each case prior and superior in right to any other Person (subject to Permitted Equity Encumbrances). Except as contemplated by the Collateral Documents, no filing or other action will be necessary to perfect or protect such Liens.

 Section 6.18. Anti-Corruption Laws and Sanctions. The Company and the Borrower have implemented and maintain in effect
policies and procedures designed to ensure compliance by the Company, the Borrower, the other Group Members and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, the
other Group Members and their respective officers and employees and, to the knowledge of the Company and the Borrower after reasonable due diligence, their respective directors and agents, are in compliance with Anti-Terrorism Laws, Anti-Corruption
Laws and applicable Sanctions. None of the Company, the Borrower, any of their respective Subsidiaries or, to the knowledge or the Borrower, the Company or any such Subsidiary after reasonable due diligence, any of their respective directors,
officers or employees, (i) is a Sanctioned Person, (ii) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Sanctioned Person, (iii) deals in, or otherwise
engages in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purposes of evading or
avoiding, or attempts to violate any Anti-Terrorism Laws. All borrowings, use of proceeds and other transactions contemplated by this Agreement will comply with applicable Sanctions in all respects, and no borrowing, use of proceeds or other
transaction contemplated by this Agreement will violate Anti-Corruption Laws (including the Foreign Corrupt Practices Act of 1977). 

Section 6.19. Labor Matters. As of the Closing Date, except as could not reasonably be expected to have a Material Adverse Effect:
(i) there are no strikes, lockouts or slowdowns or any other material labor disputes against any Group Member pending or, to the knowledge of the Borrower, threatened; (ii) the hours worked by and payments made to employees of each of the
Borrower and each of its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters; (iii) all payments due from the Borrower or any of its
Subsidiaries, or for which any claim may be made against the Borrower or any of its Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of the Borrower
or such Subsidiary; and (iv) the consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which the Borrower or any of its
Subsidiaries is bound. 

  
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 Section 6.20. Solvency. As of the Closing Date, the Company and its Subsidiaries and
the Borrower and its Subsidiaries, in each case taken as a whole and on a consolidated basis, immediately after the consummation of the Transactions, are Solvent. 

Section 6.21. Insurance. The properties of the Group Members are insured with financially sound and reputable insurance companies
not Affiliates of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Group Member
operates. 
 Section 6.22. No Default. No Default or Event of Default has occurred and is continuing or would result from the
consummation of the transactions contemplated by this Agreement or any other Loan Document. 
 Section 6.23. EEA Financial
Institution. No Loan Party is an EEA Financial Institution. 
 ARTICLE VII 

CONDITIONS PRECEDENT 

Section 7.1. Conditions to Effectiveness. The effectiveness of this Agreement is subject to satisfaction or waiver of each of the
following conditions precedent: 
 (a) Credit Agreement; Collateral Documents. The Administrative Agent shall have received: 

(i) this Agreement, executed and delivered by the Administrative Agent, the Borrower, the Company and each Person listed on
Schedule 1.1A; 
 (ii) the Guarantee and Collateral Agreement, executed and delivered by the Administrative Agent
and the Loan Parties party thereto; 
 (iii) a Revolving Credit Note and/or Term Note, as applicable, executed by the Borrower in favor of
each Lender requesting such Note (which, to the extent delivered via e-mail (in a .pdf format) or telecopies, shall be followed promptly by originals); 

(iv) a Borrowing Base Certificate as of the end of the most recently ended fiscal quarter of the Borrower ended at least 45 calendar days prior
to the date hereof, duly executed by a Responsible Officer of the Borrower; and 
 (v) the Escrow Agreement, executed by the Escrow Agent,
each of the Loan Parties, each of the Lenders, the Administrative Agent and each of the Letter of Credit Issuers. 
 (b) Financial
Statements. The Lenders shall have received (i) audited consolidated financial statements of the Company and its consolidated Subsidiaries for the fiscal year ended December 31, 2016, (ii) unaudited consolidated financial
statements of the Company and its consolidated Subsidiaries for the fiscal quarters ended March 31, 2017, June 30, 2017 and September 30, 2017, and (iii) the Pro Forma Balance Sheet. 

  
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 (c) No Material Adverse Effect. There shall not have occurred since December 31,
2016, any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. 

(d) Lien Searches and Perfection. The Administrative Agent shall have received: 

(i) the results of a recent Lien search with respect to the Borrower and each other Loan Party, and such search shall reveal no
Liens on any Collateral except for Permitted Equity Encumbrances or Liens discharged on or prior to the Closing Date pursuant to documentation reasonably satisfactory to the Administrative Agent, 

(ii) evidence that (x) all proper financing statements have been or contemporaneously herewith will be duly filed under
the Uniform Commercial Code of all applicable jurisdictions and (y) all applicable perfection requirements that the Administrative Agent reasonably may deem necessary or desirable in order to perfect the Liens created under the Guarantee and
Collateral Agreement, covering the Collateral described in the Guarantee and Collateral Agreement have been or contemporaneously herewith will be satisfied, 

(iii) certificates or instruments, if any, representing the Collateral pledged pursuant to the Guarantee and Collateral
Agreement, each together with all endorsements and/or powers required by the Guarantee and Collateral Agreement, executed in blank by a duly authorized officer of the pledgor thereof; 

(iv) evidence that all other actions, recordings and filings that the Administrative Agent may deem reasonably necessary or
desirable in order to perfect the Liens created under the Guarantee and Collateral Agreement have been or contemporaneously herewith will be taken; and 

(v) a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together
with all attachments contemplated thereby. 
 (e) Fees. The Lenders and the Administrative Agent shall have received all invoiced fees
required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date, in each case, to the extent invoiced at least three Business Days prior to the
Closing Date. All such amounts will be reflected in the funding instructions given by the Borrower to the Administrative Agent on or before the Closing Date. 

(f) Secretary’s Certificates. The Administrative Agent shall have received a certificate of the Borrower and each
other Loan Party, dated the Closing Date and satisfactory in form and substance to the Administrative Agent, with appropriate insertions and attachments, reasonably satisfactory in form and substance to the Administrative Agent, executed by a
Responsible Officer and the secretary or any assistant secretary of the Borrower or such Loan Party. 

  
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 (g) Proceedings of the Loan Parties. The Administrative Agent shall have received a copy
of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the Board of Directors (or similar governing body) of the Borrower and each other Loan Party authorizing (i) the execution, delivery and
performance of this Agreement and the other Loan Documents to which it is a party, (ii) in the case of the Borrower, the borrowings contemplated hereunder and (iii) the granting by it of the Liens created pursuant to the Collateral
Documents, certified by the secretary or an assistant secretary of the Borrower or such Loan Party as of the Closing Date, which certification shall be included in the certificate delivered in respect of the Borrower or such Loan Party pursuant to
Section 7.1(f) and shall state that the resolutions thereby certified have not been amended, modified, revoked or rescinded. 

(h) Incumbency Certificates. The Administrative Agent shall have received a certificate of the Borrower and each Loan Party, dated the
Closing Date, as to the incumbency and signature of the officers of such Loan Party, as applicable, executing any Loan Document, which certificate shall be included in the certificate delivered in respect of the Borrower or such Loan Party pursuant
to Section 7.1(f), shall be in form and substance reasonably satisfactory to the Administrative Agent and shall be executed by a Responsible Officer and the secretary or any assistant secretary of the Borrower or such Loan
Party. 
 (i) Governing Documents. The Administrative Agent shall have received true and complete copies of the Governing Documents of
the Borrower and each other Loan Party certified as of a recent date as complete and correct copies thereof by the secretary or an assistant secretary of the Borrower or such Loan Party, which certification shall be included in the certificate
delivered in respect of the Borrower or such Loan Party pursuant to Section 7.1(f). 
 (j) Good Standing
Certificates. The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing and/or existence (to the extent such concept is applicable)
of the Borrower and each other Loan Party in the jurisdiction of its organization or formation. 
 (k) Legal Opinions. The
Administrative Agent shall have received (a) a signed legal opinion of King & Spalding LLP, counsel to the Loan Parties, (b) a signed legal opinion of Greenberg Traurig LLP, Massachusetts counsel to the Loan Parties, (c) a
signed legal opinion of Smith, Gardner, Slusky, Lazer, Pohren & Rogers, LLP, Nebraska counsel to the Loan Parties and (d) a signed legal opinion of Stoel Rives LLP, Minnesota counsel to the Loan Parties, in each case in form and
substance reasonably satisfactory to the Administrative Agent. 
 (l) Closing Certificate. The Administrative Agent shall have
received a certificate, executed by a Responsible Officer of the Borrower, dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, confirming as of the Closing Date that: 

(i) each of the representations and warranties made by the Company and each Loan Party in or pursuant to the Loan Documents to which it is a
party shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the Closing Date (except where such representations and warranties relate to an earlier date, in which
case such representations and warranties shall have been true and correct as of such earlier date); 

  
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 (ii) no Default or Event of Default has occurred and is continuing on such date or would result
from any extensions of credit under this Agreement requested to be made on the Closing Date; 
 (iii) the Borrower and its Subsidiaries and
the Company and its Subsidiaries, in each case taken as a whole and on a consolidated basis, are, and immediately before and after giving effect to the transactions expected to occur on the Closing Date, including the making of each Loan to be made
on the Closing Date and the application of the proceeds thereof, will be, Solvent; and 
 (iv) there shall not have occurred since
December 31, 2016, any event, change or condition that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. 

(m) Know Your Customer. The Administrative Agent shall have received, at least ten (10) Business Days prior to the Closing Date,
all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, in each case as requested at least ten
(10) Business Days prior to the Closing Date. 
 (n) Transactions. The Administrative Agent shall have received evidence of a
successful initial public offering by the Company with minimum gross proceeds of $250,000,000 therefrom (the “REIT IPO”), and the Transactions shall have been, or substantially concurrently with the Closing Date will be,
consummated. 
 (o) Pro Forma Closing Date Compliance Certificate. The Administrative Agent shall have received a duly completed
Compliance Certificate, executed by a Financial Officer of the Company, dated the Closing Date, in form and substance reasonably satisfactory to the Administrative Agent, giving pro forma effect to the transactions to occur on the Closing Date
(including, without limitation, the consummation of the REIT IPO and the Transactions and all Borrowings and issuances of Letters of Credit, if any, to occur on the Closing Date and the application of proceeds thereof), but calculated as of the last
day of the fiscal quarter ending immediately prior to the Closing Date (such Compliance Certificate, the “Pro Forma Closing Date Compliance Certificate”). 

(p) Closing Date Appraisals. With respect to each Eligible Owned Asset and Eligible Ground Leased Asset to be included in the
calculation of the Borrowing Base as of the Closing Date (as set forth in the Borrowing Base Certificate delivered pursuant to clause (a)(iv) above), the Administrative Agent shall have (i) received an Acceptable
Appraisal dated within 120 days of the Closing Date, or (ii) consented to the use of an earlier Acceptable Appraisal dated in or after May 2017; provided that the Borrower shall use commercially reasonable efforts to cause a new
Acceptable Appraisal with respect to any such Qualified Asset to be delivered to the Administrative Agent within 45 days after the Closing Date. 
 For the
purpose of determining compliance with the conditions specified in this Section 7.1, each Lender that has signed this Agreement shall be deemed to have accepted, and to be satisfied with, each document or other matter
required under this Section 7.1 unless the Administrative Agent shall have received written notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

  
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 Section 7.2. Conditions to Each Extension of Credit. The agreement of each Lender and
each Letter of Credit Issuer to make any extension of credit requested to be made by it on any date (including any making of Loans and any issuance, amendment, renewal or extension of Letters of Credit on the Closing Date) is subject to receipt of
the request therefor in accordance with the terms of Article II or III, as applicable, and the satisfaction of the following conditions precedent: 

(a) Representations and Warranties. Each of the representations and warranties made by the Borrower or any Loan Party in or pursuant to
the Loan Documents shall be true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of such date, before and after giving effect to the extensions of credit requested to be
made on such date and the application of the proceeds therefrom, as if made on and as of such date (except where such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been true
and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Section 7.2, the representations and warranties
contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively). 

(b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving
effect to the extensions of credit requested to be made on such date. 
 (c) Availability. After giving effect to the extensions of
credit requested to be made on such date, Availability shall be greater than or equal to $0. 
 (d) Minimum Properties. The Minimum
Property Condition shall be satisfied. 
 Each borrowing hereunder shall constitute a representation and warranty by the Borrower as of the
date of such extension of credit and each issuance, amendment, renewal or extension of a Letter of Credit that the conditions contained in this Section 7.2 have been satisfied as of such date. 

ARTICLE VIII 

AFFIRMATIVE COVENANTS 

Until Payment in Full, the Borrower and the Company shall and (except in the case of the covenants set forth in Sections 8.1,
8.2, 8.8 and 8.13(a) and (b)) shall cause each of their respective Subsidiaries to: 
 Section 8.1.
Financial Statements. Furnish to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with customary practices): 

(a) within 90 days after the end of each fiscal year of the Company (or, if earlier, 15 days after the date required to be filed with the SEC)
(commencing with the fiscal year ended December 31, 2017), the Company’s audited consolidated balance sheet and related statements of 

  
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operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on
by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like statement, qualification or exception and without any qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied and accompanied by a certificate of the accounting firm that reported on such financial statements stating that in the course of its regular audit of the business of the Company and its consolidated Subsidiaries, which audit was
conducted in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge of any Event of Default relating to the Financial Covenants that has occurred and is continuing or, if in the opinion of such
accounting firm such an Event of Default has occurred and is continuing, a statement as to the nature thereof (which certificate may be limited to the extent required by accounting rules or guidelines); and 

(b) within 45 days after the end of each of the first three fiscal quarters of the fiscal year of the Company (or, if earlier, 5 days after the
date required to be filed with the SEC), its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by Financial Officer of the Company as presenting
fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal
year-end audit adjustments and the absence of footnotes. 
 Any financial statement or other document, reports,
proxy statements or other materials required to be delivered pursuant to this Section 8.1 or Section 8.2 (to the extent any such financial statement or document, reports, proxy statements or other
materials included in materials otherwise filed with the SEC, including in the Company’s Form 8-K, 10-K or 10-Q) may be
delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) such financial statements and/or other documents are posted on the SEC’s website on the Internet at www.sec.gov, (ii) on which the
Borrower or the Company posts such documents, or provides a link thereto, on the Borrower’s or the Company’s website address listed on Schedule 12.2 or (iii) on which such documents are posted on the
Borrower’s or the Company’s behalf on an Internet or Intranet website, if any, to which the Administrative Agent and each Lender has access (whether a commercial third-party website or a website sponsored by the Administrative Agent),
provided that (A) the Borrower or the Company shall, at the request of the Administrative Agent or any Lender, continue to deliver copies (which delivery may be by electronic transmission (including Adobe pdf copy)) of such documents to
the Administrative Agent or such Lender until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (B) the Borrower or the Company shall notify (which notification may be by facsimile or
electronic transmission (including Adobe pdf copy)) the Administrative Agent of the posting of any such documents on any website. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower or the Company with any request by a Lender for delivery, and each Lender shall be solely responsible for timely accessing posted
documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. 

  
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 Section 8.2. Certificates; Other Information. Furnish to the Administrative Agent
(which shall promptly make such information available to the Lenders in accordance with customary practices): 
 (a) (1) concurrently
with the delivery of any financial statements pursuant to Section 8.1(a) or (b) (commencing with the delivery of the financial statements for the fiscal year ended December 31, 2017) (which delivery may, unless
the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes) (x) a duly completed Compliance
Certificate signed by a Financial Officer of the Company, which Compliance Certificate shall (i) include a certification as to whether a Default or Event of Default has occurred and if a Default or Event of Default has occurred, specifying the
details thereof and any action taken or proposed to be taken with respect thereto, (ii) set forth a narrative discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries (on a consolidated
basis) for the reporting period then ended and for the period from the beginning of the then current fiscal year to the end of such period and (iii) set forth reasonably detailed calculations demonstrating compliance with the Financial
Covenants (solely in the case of the fiscal year ended December 31, 2017, giving pro forma effect to the Transactions and the consummation of the REIT IPO, but calculated as of the last day of the fiscal year) and the Minimum Property
Condition, and (y) together with such Compliance Certificate, each in form and detail reasonably satisfactory to the Administrative Agent, (i) a description of all Real Properties acquired during the most recently ended calendar quarter,
including the contribution to EBITDA of each such Real Property based on the reasonable estimate thereof prepared by the Borrower, acquisition costs with respect to such Real Properties and any related mortgage debt, (ii) a description of all
Real Properties sold during such calendar quarter, including the contribution to EBITDA of such Real Properties for the twelve month period ending at the end of the most recent fiscal quarter and the sales price, (iii) a statement of the EBITDA
contribution by each Real Properties for the twelve month period ending at the end of the most recent fiscal quarter and summary occupancy reports for each such Real Property, (iv) a listing of all Qualified Assets and summary information
therefor, including square footage, property type and date acquired or built, (v) a certification that all Qualified Assets so listed fully qualify as such under the applicable Eligibility Criteria for inclusion as Qualified Assets,
(vi) the financial information for each category of Qualified Assets, and (vii) a summary of all acquisitions, dispositions or other removals of Qualified Assets completed during the most recently ended calendar quarter not otherwise
disclosed pursuant to clause (y)(i) or (y)(ii) above and (2) concurrently with the delivery of any financial statements pursuant to Section 8.1(a) (commencing with the delivery of the financial statements
for the fiscal year ended December 31, 2017) a list as of such year-end setting forth the name and jurisdiction of incorporation of each Subsidiary of a Group Member and, as to each such Subsidiary, the
percentage of each class of Capital Stock owned by any Group Member. 

  
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 (b) as soon as available, and in any event no later than 90 days after the end of the fiscal year
of the Company, a detailed consolidated budget of the Company for the following fiscal year (including a projected consolidated balance sheet of the Company, as of the end of the following fiscal year, the related consolidated statements of
projected cash flow, projected changes in financial position and projected income, and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections with
respect to such fiscal year, which projections shall in each case be accompanied by a certificate of a Financial Officer of the Company stating that such projections are based on reasonable estimates, information and assumptions; 

(c) not later than forty-five (45) days following the end of each fiscal quarter, a Borrowing Base Certificate duly executed by a
Responsible Officer of the Borrower setting forth a calculation of the Borrowing Base as of the end of such fiscal period; provided that such Borrowing Base Certificate shall be supplemented by an interim Borrowing Base Certificate together
with delivery of the financial statements required by Section 8.1(a) or Section 8.1(b), as applicable, if there are any adjustments contained in such financial statements that would affect the
calculation of the Borrowing Base contained in such prior Borrowing Base Certificate; provided further that the Borrower shall deliver an interim Borrowing Base Certificate to the Administrative Agent (i) as required by
Section 8.7(b), Section 8.15, Section 8.16 and Section 8.17; and (ii) no later than 5:00 p.m. on the fifth Business Day following any
Material Disposition (it being understood and agreed that such Borrowing Base Certificate shall be calculated after giving effect on a pro forma basis to such Material Disposition); 

(d) promptly following receipt thereof, copies of (i) any documents described in Section 101(k) of ERISA that any Group Member or any
ERISA Affiliate requests with respect to any Multiemployer Plan to which a Group Member or ERISA Affiliate is obligated to contribute and (ii) any notices described in Section 101(l) of ERISA that any Group Member or any ERISA Affiliate
requests with respect to any Multiemployer Plan to which a Group Member or ERISA Affiliate is obligated to contribute; provided that if the relevant Group Member or ERISA Affiliate has not requested such documents or notices from the
administrator or sponsor of the applicable Multiemployer Plan, then, upon reasonable request of the Administrative Agent, such Group Member or ERISA Affiliate shall promptly make a request for such documents or notices from such administrator or
sponsor and the Borrower shall provide copies of such documents and notices promptly after receipt thereof; 
 (e) promptly after the same
are available, and only to the extent not publicly available on EDGAR, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Company, and copies of all annual, regular, periodic
and special reports and registration statements which the Company may file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative
Agent pursuant hereto; 
 (f) promptly after the furnishing thereof, copies of any material statement or report furnished any holder of debt
securities of any Loan Party or Subsidiary thereof pursuant to the terms of any material indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to Section 8.1 or
any other clause of this Section 8.2; 
 (g) promptly, and in any event within five (5) Business Days after
receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any
investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; and 

  
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 (h) promptly, such additional financial and other information regarding the operations, business
affairs and financial condition of the Company, the Borrower and their Subsidiaries as any Lender may from time to time reasonably request; provided that none of the Company, the Borrower nor any Subsidiary will be required to disclose or
permit the inspection or discussion of, any document, information or other matter (i) that constitutes trade secrets or similar commercially sensitive information, (ii) in respect of which disclosure to the Administrative Agent or any
Lender (or their representatives or contractors) is prohibited by law, would violate the fiduciary duties owed by the disclosing party or would violate any binding agreement or (iii) that is subject to attorney client or similar privilege or
constitutes attorney work product. 
 The Borrower and the Company and each Lender acknowledge that (a) the Administrative Agent, the
Bookrunner and/or any Lead Arranger may, but shall not be obligated to, make available to the Lenders and the Letter of Credit Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders may be Public Lenders and, if
documents or notices required to be delivered pursuant to this Section 8.2 or otherwise are being distributed through the Platform, any document or notice that the Borrower has indicated contains Private-Side Information
shall not be posted on that portion of the Platform designated for such Public Lenders. The Borrower agrees to clearly and conspicuously mark “PUBLIC” (which, at a minimum means that the word “PUBLIC” shall appear prominently on
the first page thereof) on all Borrower Materials provided to the Administrative Agent by or on behalf of the Borrower which contains only Public-Side Information, and by doing so the Administrative Agent, the Bookrunner, the Lead Arrangers, the
Letter of Credit Issuers and the Lenders shall be deemed to have been authorized to treat such Borrower Materials as containing only Public-Side Information. If neither the Borrower nor the Company has indicated whether a document or notice
delivered pursuant to this Section 8.2 contains Private-Side Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Private Lenders.

 The Company will hold quarterly conference calls for the Lenders to discuss financial information of the Borrower and the Loan Parties
for the previous quarter. The conference call shall be at a time mutually agreed by the Company and the Administrative Agent. The Company or the Administrative Agent will notify the Lenders as to the time and date of such conference call and provide
instructions for Lenders to obtain access to such call. 
 Section 8.3. Lines of Business. Maintain, and not fundamentally and
substantively alter, the character of their business, taken as a whole, from the business conducted by the Loan Parties and their Subsidiaries, taken as a whole, on the Closing Date and other business activities which are extensions thereof or
otherwise incidental, reasonably related, or ancillary to any of the foregoing (and non-core incidental businesses acquired in connection with any Permitted Acquisition or permitted Investment, which, for the
avoidance of doubt, shall not be included as a line of business for the purposes of determining Total Asset Value or Eligible Value). 

  
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 Section 8.4. Taxes. File or cause to be filed, all federal, state and other tax
returns and reports that are required to be filed and pay all Taxes on any assessments made against it or any of its property, and all other Taxes, fees or other charges imposed on it or any of its property by any Governmental Authority (other than
(a) any the amount or validity of which are contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP are provided on the books of the relevant Group Member or (b) where the failure to do
so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect). 
 Section 8.5.
Maintenance of Existence; Compliance with Law. (a)(i) Preserve, renew and keep in full force and effect its organizational existence and good standing under the laws of the jurisdiction of its organization and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 9.4 or 9.12 and except, in the
case of clause (i) (solely with respect to good standing of Group Members other than the Company and the Borrower) and clause (ii) above, to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect; (b) comply with all Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) maintain in effect
and enforce policies and procedures reasonably designed to ensure compliance by the Company, the Borrower, the other Group Members and their respective directors, officers and employees with Anti-Terrorism Laws, Anti-Corruption Laws and
applicable Sanctions. 
 Section 8.6. Maintenance of Property; Insurance. (a) Keep all property material to the conduct of
and necessary in its business in good working order and condition, ordinary wear and tear, casualty and condemnation excepted and (b) maintain with insurance companies that the Company believes (in the good faith judgment of the management of
the Company) are financially sound and reputable insurance on all its property in at least such amounts and against at least such risks (but including in any event public liability, product liability and business interruption) as are usually (as
determined in the good faith judgment of the management of the Company) insured against in the same general area by similarly situated companies engaged in the same or a similar business; provided that workers compensation and/or health
insurance may be maintained with captive insurance Subsidiaries. Each such policy of liability or casualty insurance maintained by or on behalf of the Company and the Loan Parties will (i) in the case of each liability insurance policy (other
than workers’ compensation, director and officer liability or other policies in which such endorsements are not customary), name the Administrative Agent, on behalf of the Secured Parties, as an additional insured thereunder and
(ii) provide for at least 30 days’ (or such shorter number of days as may be agreed to by the Administrative Agent) prior written notice to the Administrative Agent of any cancellation of such policy. 

Section 8.7. Inspection of Property; Books and Records; Discussions; Appraisals. 

(a) (x) Keep proper books of records and account in which full, true and correct entries in all material respects in conformity with GAAP
and all Requirements of Law shall be made of all dealings and transactions in relation to its business and activities and (y) permit representatives of the Lenders once each calendar year upon reasonable prior notice and at a time mutually
agreed with the Company (or, after the occurrence and during the continuation of an Event of Default, at any time or frequency) to visit and inspect its properties (to the extent it is within such Person’s


  
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control to permit such inspection), to examine and make extracts from its books and records (other than materials (i) that constitute trade secrets or similar commercially sensitive
information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their representatives or contractors) is prohibited by law, would violate the fiduciary duties owed by the disclosing party or would violate any
binding agreement or (iii) that is subject to attorney client or similar privilege or constitutes attorney work product), examine and evaluate the Borrower’s practices in computation of the Borrowing Base, and to discuss its affairs,
finances and condition with its officers, in each case, at the expense of the Borrower once each calendar year (or, after the occurrence and during the continuation of an Event of Default, at any time). 

(b) At the sole expense of the Borrower, permit and cooperate with the Administrative Agent or professionals (including investment bankers,
consultants, accountants, lawyers and appraisers) retained by the Administrative Agent to (i) from time to time following the second anniversary of the Closing Date, but no more than and no less than one (1) time in any period of twelve
(12) months, obtain an updated Acceptable Portfolio Appraisal and (ii) obtain an updated Acceptable Appraisal for any Qualified Asset at any time and from time to time (x) following the second anniversary of the Closing Date and for
which the date of the most recent Acceptable Appraisal of such Qualified Asset is more than twelve (12) months prior to such time or (y) upon the occurrence and during the continuation of an Event of Default; provided that, without
limiting the foregoing, upon prior written request and at the Borrower’s sole expense, the Borrower shall have the right (i) at any time and from time to time, to have the Administrative Agent or professionals (including investment
bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent obtain an updated Acceptable Portfolio Appraisal and (ii) from time to time, but no more than one (1) time in any period of twelve
(12) months for any Qualified Asset, to have the Administrative Agent or professionals (including investment bankers, consultants, accountants, lawyers and appraisers) retained by the Administrative Agent obtain an updated Acceptable Appraisal
for any Qualified Asset; provided further that upon obtaining any Acceptable Appraisal or Acceptable Portfolio Appraisal in connection with this clause (b), the Borrower shall within five (5) Business Days of any request by
the Administrative Agent following receipt by the Administrative Agent of a copy of such Acceptable Appraisal or Acceptable Portfolio Appraisal deliver to the Administrative Agent an interim Borrowing Base Certificate duly executed by a Responsible
Officer of the Borrower setting forth the calculation of the Borrowing Base after giving effect to any change in the Appraised Value of any Qualified Asset contained in such Acceptable Appraisal or Acceptable Portfolio Appraisal. 

Section 8.8. Notices. Promptly give notice to the Administrative Agent (for further distribution to each Lender) of: 

(a) the occurrence of any Default or Event of Default; 

(b) any litigation, investigation or proceeding by or before any arbitrator or Governmental Authority against or affecting any Group Member
that, if adversely determined, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect; 

  
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 (c) any action, suit, investigation or proceeding against any Group Member (i) that, if
adversely determined, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect or (ii) which relates to any Loan Document; 

(d) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to
result in liability to a Group Member in an aggregate amount exceeding $10,000,000; 
 (e) any transaction or occurrence that results in the
material damage, destruction or rendering unfit for normal use of (i) any of the facilities and properties owned, leased or operated by any Group Member, that could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect or (ii) any of the Qualified Assets; 
 (f) any pending or threatened notice or claim, administrative, regulatory or
judicial action, suit, judgment, demand or other written communication by any other Person alleging or asserting the liability of any Group Member for investigatory costs, clean-up costs, governmental response
costs, damages to natural resources or other property, personal injuries, fines or penalties or seeking injunctive relief, in each case relating to the presence, use or Release of any Material of Environmental Concern or the violation, or alleged
violation, of any Environmental Law, that, if adversely determined, could reasonably be expected to have a Material Adverse Effect; 
 (g)
any development or event that has had or could reasonably be expected to have a Material Adverse Effect; and 
 (h) of any material change in
accounting policies or financial reporting practices by any Loan Party or any Subsidiary thereof, including any determination by the Borrower referred to in Section 5.5(b). 

Each notice pursuant to this Section 8.8 shall be accompanied by a statement of a Responsible Officer of the
Borrower or the Company setting forth details of the occurrence referred to therein and stating what action the Loan Parties have taken and propose to take with respect thereto. Each notice pursuant to Section 8.8(a) shall
describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

Section 8.9. Environmental Laws. (a) Comply with, and use commercially reasonable efforts to ensure compliance by all tenants
and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain, and take commercially reasonable steps to ensure that all tenants and subtenants obtain and comply in all material respects with and maintain,
any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws; in each case, except for such non-compliance and failure to obtain and maintain that could
not reasonably be expected to have a Material Adverse Effect; 
 (b) Except where failure to do so could not reasonably be expected to have a
Material Adverse Effect, (i) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and (ii) promptly comply with all lawful orders and
directives of all Governmental Authorities regarding Environmental Laws, other than such orders and directives which are being timely contested in good faith by proper proceedings. 

  
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 Section 8.10. Additional Collateral/Subsidiaries. With respect to (x) any new
Subsidiary that owns, operates or leases property or an asset intended for inclusion in the Borrowing Base as a Qualified Asset, or (y) (other than any Excluded Subsidiary) any other new Subsidiary, in each case formed, created or acquired after the
Closing Date by any Loan Party (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days or as otherwise agreed in the sole
discretion of the Administrative Agent) (i) cause each such new Subsidiary to become a party to the Guarantee and Collateral Agreement as a Guarantor and a pledgor, (ii) execute and deliver to the Administrative Agent such supplements to
the Guarantee and Collateral Agreement or any additional Collateral Documents, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security
interest in the Capital Stock of each such new Subsidiary that is owned by any Loan Party, and (iii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed
and delivered by a duly authorized officer of the relevant Loan Party; it being understood and agreed that inclusion of any such property or asset in the Borrowing Base as a Qualified Asset shall be subject to satisfaction of the foregoing
requirements and all other applicable requirements hereunder. 
 Section 8.11. Use of Proceeds and Letters of Credit.

 (a) Use the proceeds of the Loans and Letters of Credit solely for general corporate purposes of the Borrower and its Subsidiaries
including to prepay indebtedness under the Existing Credit Agreement and for working capital and other lawful corporate purposes, in each case not in contravention of the Loan Documents or applicable law. 

(b) Notwithstanding the foregoing, the Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall
procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, directly or indirectly, the proceeds of any Borrowing or any Letter of Credit (i) 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 or Anti-Terrorism Laws, (ii) for the purpose of funding, financing or facilitating any activities,
business or transaction of or with any Sanctioned Person, or in any Sanctioned Country or (iii) in any manner that would result in a violation by any individual or entity (including any individual or entity participating in the transaction,
whether as Lender, Bookrunner, Lead Arranger, Administrative Agent, Letter of Credit Issuer, Swing Line Lender, or otherwise) of Sanctions. 

Section 8.12. Know Your Customer. Promptly following a request by the Administrative Agent, any Letter of Credit Issuer or any
Lender, provide all documentation and other reasonably available information that the Administrative Agent, such Letter of Credit Issuer or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know
your customer” and anti-money laundering rules and regulations, including the Patriot Act. 
 Section 8.13. Maintenance of REIT
Status; Stock Exchange Listing; Further Assurances. 
 (a) The Company will continue to be treated as a REIT. 

  
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 (b) The Company will cause its common Capital Stock to be listed and to remain listed on the New
York Stock Exchange or the NASDAQ Stock Market. 
 (c) The Borrower will (and will cause each Guarantor to) execute and deliver to the
Administrative Agent such supplements to the Collateral Documents or such other Collateral Documents as the Administrative Agent deems necessary or advisable to (i) grant to the Administrative Agent, for the benefit of the Secured Parties, a
legal, valid and enforceable security interest in the Collateral and proceeds thereof or (ii) to ensure continued validity, perfection and priority of the Liens on the Collateral, subject in all cases to the limitations set forth in
Section 8.10 and the other Loan Documents. 
 Section 8.14. [Reserved]. 

Section 8.15. Removal of Qualified Assets – Borrower. From time to time during the term of this Agreement following
(i) the Borrower’s written request (each, a “Release Request”) and (ii) satisfaction of the Release Conditions (as defined below), the Administrative Agent shall release the subject Qualified Asset from the Borrowing
Base, and thereafter, such property or asset shall no longer be a Qualified Asset for the purposes of this Agreement. The “Release Conditions” are the following: 

(a) The Borrower shall have delivered an interim Borrowing Base Certificate duly executed by a Responsible Officer of the Borrower setting
forth a calculation of the Borrowing Base after giving effect to the removal of the subject Qualified Asset; provided that such Borrowing Base Certificate shall only be given effect in subsequent determinations of the Borrowing Base upon
satisfaction of all other Release Conditions. 
 (b) After giving effect to the removal of the subject Qualified Asset, (x) Availability
shall be greater than or equal to $0 and (y) the Minimum Property Condition shall be satisfied. 
 (c) Upon release of the subject
Qualified Asset, the Company and its Subsidiaries shall be in compliance with the Financial Covenants on a Pro Forma Basis. 
 (d) No Default
or Event of Default shall exist and be continuing under this Agreement or the other Loan Documents at the time of the Release Request or at the time of any such release, or would result from any such release. 

(e) Each of the representations and warranties made by the Borrower or any Loan Party in or pursuant to the Loan Documents shall be true and
correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such release, before and after giving effect to such release, as if made on and as of such release (except where
such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects)
as of such earlier date and except that for purposes of this Section 8.15, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most
recent statements furnished pursuant to Sections 8.1(a) and (b), respectively). 

  
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 Any failure of any removal and release requested by the Borrower to meet all of the Release Conditions shall be
deemed a rejection of the proposed Release Request and, subject to the other terms and conditions hereof as to whether any property or asset is a Qualified Asset, such property or asset shall remain a Qualified Asset hereunder. 

Section 8.16. Removal of Qualified Assets – Administrative Agent. Any Qualified Asset shall be immediately removed from the
Borrowing Base and shall no longer be deemed to be a Qualified Asset for purposes of determining the Borrowing Base or for any other purposes of this Agreement (including any extension of credit hereunder) upon the determination by the
Administrative Agent of the occurrence of any of the following: 
 (a) Such Qualified Asset ceases to meet the Eligibility Criteria
applicable to such Qualified Asset; 
 (b) An Event of Loss occurs as to such Qualified Asset; 

Upon notice by the Administrative Agent to the Borrower of any such removal, the Borrower shall promptly (and in any event within five (5) Business Days)
deliver an interim Borrowing Base Certificate duly executed by a Responsible Officer of the Borrower setting forth a calculation of the Borrowing Base after giving effect to the removal of the subject Qualified Asset. For the avoidance of doubt, if
after giving effect to the removal of such Qualified Asset from the Borrowing Base, Availability shall be less than $0, the Borrower shall be immediately required to make a mandatory prepayment of the Loans in accordance with
Section 5.2. 
 Section 8.17. Additional Qualified Assets. From time to time during the term of this
Agreement (including in connection with any Permitted Acquisition) following the Borrower’s written request, the Borrower may request that the Administrative Agent accept additional properties or assets to be designated as Qualified Assets upon
the satisfaction of the following conditions, in a manner reasonably acceptable to the Administrative Agent (such conditions, the “Addition Conditions”): 

(a) The proposed Qualified Asset shall satisfy all Eligibility Criteria for the applicable category of Qualified Assets. 

(b) With respect to any proposed Eligible Owned Assets or Eligible Ground Leased Assets, an Acceptable Appraisal shall have been obtained with
respect to such proposed Qualified Asset. 
 (c) The Borrower and the applicable Loan Parties shall have executed and delivered any
applicable Loan Documents or supplements thereto. 
 (d) The Borrower shall pay or reimburse the Administrative Agent for all reasonable
legal fees and expenses and other costs and expenses incurred by the Administrative Agent in connection with such addition. 
 (e) No Default
or Event of Default shall exist and be continuing under this Agreement or the other Loan Documents at the time of such addition or would result from any such addition. 

  
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 (f) Each of the representations and warranties made by the Borrower or any Loan Party in or
pursuant to the Loan Documents (except in connection with a Permitted Acquisition or other permitted Investment, in which case customary “specified representations” and those representations and warranties set forth in the related
acquisition agreement that are material to the interests of the Lenders) shall be true and correct in all material respects (or if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date of such addition, before
and after giving effect to such addition, as if made on and as of such addition (except where such representations and warranties relate to an earlier date, in which case such representations and warranties shall have been true and correct as of
such earlier date and except that for purposes of this Section 8.17, the representations and warranties contained in Section 6.1(a) and (b) shall be deemed to refer to the most recent
statements furnished pursuant to Sections 8.1(a) and (b), respectively). 
 (g) The Borrower shall have delivered an interim
Borrowing Base Certificate duly executed by a Responsible Officer of the Borrower setting forth a calculation of the Borrowing Base after giving effect to the addition of the proposed Qualified Asset, including any supporting information reasonably
requested by the Administrative Agent; provided that such Borrowing Base Certificate shall only be given effect in subsequent determinations of the Borrowing Base upon satisfaction of all other Addition Conditions. 

The Administrative Agent shall give the Borrower prompt written notice of its determination with respect to the admission or rejection of any asset or
property as a Qualified Asset. 
 Section 8.18. Minimum Property Condition. Maintain a minimum of twenty
(20) Eligible Owned Assets that are included in the calculation of the Borrowing Base at all times (the “Minimum Property Condition”). 

Section 8.19. Payment of Obligations. Pay and discharge its material obligations (other than with respect to Non-Recourse Indebtedness of Excluded Subsidiaries), including material Tax liabilities and all Indebtedness as and when due and payable, but subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect. 

ARTICLE IX 
 NEGATIVE
COVENANTS 
 Until Payment in Full, the Borrower and the Company shall not, and shall not permit any of their respective Subsidiaries
to: 
 Section 9.1. Financial Covenants. 

(a) Borrowing Base Coverage Ratio. Permit the Borrowing Base Coverage Ratio for any Reference Period to be less than 1.00 to 1.00. 

  
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 (b) Total Leverage Ratio. Permit the Total Leverage Ratio for any Reference Period to be
greater than 0.60 to 1.00. 
 (c) Fixed Charge Coverage Ratio. Permit the Fixed Charge Coverage Ratio for any Reference Period ending
on (i) December 31, 2017 to be less than 1.40:1.00 and (ii) any date thereafter to be less than 1.50:1.00. 
 (d) Borrowing
Base Debt Service Coverage Ratio. Permit the Borrowing Base Debt Service Coverage Ratio for any Reference Period to be less than 2.00 to 1.00. 

(e) Consolidated Tangible Net Worth. Permit Consolidated Tangible Net Worth as of the last day of each fiscal quarter be less than the
sum of (i) $900,000,000 plus (ii) an amount equal to seventy percent (70%) of net equity proceeds received by the Company after the Closing Date. 

(f) Secured Recourse Leverage Ratio. Permit Consolidated Secured Recourse Indebtedness as of the last day of each fiscal quarter to
exceed 20% of Total Asset Value as of such date. 
 Section 9.2. Indebtedness. Create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness (including any Capital Lease Obligations, securitizations and similar Indebtedness), unless (a) no Default or Event of Default shall have occurred and is continuing or would result therefrom and
(b) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis (i) Availability is not less than zero ($0) and (ii) the Company and its Subsidiaries are in compliance with the Financial Covenants; 

Notwithstanding the foregoing, the Borrower shall not permit any Qualified Asset Guarantor to create, issue, incur, assume, become liable in
respect of or suffer to exist any Indebtedness (including, for the avoidance of doubt, any Guarantee Obligations), and to the extent that any Indebtedness of any such Qualified Asset Guarantor exists in breach of the foregoing, all Qualified Assets
of such Qualified Asset Guarantor shall no longer be a Qualified Asset for any purposes of this Agreement until compliance is achieved. 

Section 9.3. Liens. Directly or indirectly, create, incur, assume or suffer to exist any Lien on: 

(a) any Qualified Asset, other than Permitted Encumbrances; 

(b) any Collateral, other than Permitted Equity Encumbrances; and 

(c) any income or revenues from, or proceeds of, any of the foregoing; 

or sign, file or authorize under the Uniform Commercial Code of any jurisdiction a financing statement that includes in its collateral description any portion
of any Collateral or any Qualified Asset, or any income or revenue from, or proceeds of, any of the foregoing, except in each case, to perfect a Lien arising under the Collateral Documents. 

  
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 Section 9.4. Fundamental Changes. Enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or reorganize itself in any non-U.S. jurisdiction, or Dispose of all or substantially all of the property or
business of the Group Members, except that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom (i) any Person other than a Qualified
Asset Guarantor may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Person other than the Borrower or the Company may merge into any Subsidiary in a transaction in which the surviving entity
is a Subsidiary; provided that if one of the parties to such merger is (x) an Other Guarantor, the Other Guarantor shall be the surviving entity and (y) a Qualified Asset Guarantor, the Qualified Asset Guarantor shall be the
surviving entity, (iii) any Non-Qualified Asset Subsidiary may Dispose of its assets to the Borrower or to another Subsidiary; provided that if one of the parties to such transaction is a
Guarantor, either (1) the Guarantor shall be the transferee or (2) the transaction is permitted by Section 9.12, (iv) any Subsidiary which is not a Guarantor may liquidate or dissolve if the Borrower
determines in good faith that such liquidation or dissolution is in the best interests of the Borrower, and (v) any Subsidiary other than a Qualified Asset Guarantor may liquidate or dissolve; provided that (A) if such Subsidiary is
an Other Guarantor, all of the assets of such Subsidiary are transferred to a Loan Party and (B) if such Subsidiary is not an Other Guarantor, all of the assets of such Subsidiary are transferred to the Borrower or one of its Subsidiaries. 

Section 9.5. Restricted Payments. Declare or pay any dividend on, or make any payment on account of, or set apart assets for a
sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, cancellation, termination or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in
respect thereof, whether in Cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), directly or indirectly, except that (i) the Borrower may declare and pay dividends with respect to its
Capital Stock payable solely in additional limited or general partnership interests, (ii) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (iii) the Borrower or any Subsidiary may make Restricted
Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries (including, without limitation, any Plans), (iv) the Borrower may make Restricted Payments the
proceeds of which will be used to pay tax liabilities of Americold Realty Operation, Inc., a Delaware corporation, to the extent (A) such payments are permitted under the Borrower’s Governing Documents and (B) such tax liability is
attributable to Americold Realty Operation, Inc.’s ownership of Capital Stock of the Borrower and (v) the Borrower and its Subsidiaries may (directly or indirectly, as the case may be) make Restricted Payments to the Company;
provided that (x) the Borrower shall not make aggregate Restricted Payments to the Company that are attributable to any period of four consecutive fiscal quarters in excess of the greater of (A) 90% of Normalized Adjusted FFO for such
period of four consecutive fiscal quarters (less any amounts used for Investments in Non-Qualified Asset Subsidiaries) and (B) the minimum amount required for the Company to maintain its REIT
status, comply with the minimum distribution requirement under Section 857(a) of the Code and avoid imposition on the Company of income and excise taxes under Sections 857 and 4981 of the Code and (y) if a Default or an Event of Default
(other than under Section 10.1(a) or (h)) has occurred and is continuing, the Borrower may only make Restricted Payments to the Company in the minimum amounts required to be made by the Company in order to maintain
its status as a REIT; provided further, however, that the Borrower may not make any Restricted Payments to the Company if a Default or Event of Default under Section 10.1(a) or (h) has
occurred and is continuing or all or any portion of the Obligations have been accelerated. 

  
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 Section 9.6. Transactions with Affiliates. Enter into any transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate, except: (a) arrangements in respect of shared services, joint procurement, corporate
expense allocation, information technology licensing or in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an
arm’s-length basis from unrelated third parties; (b) transactions between or among (i) the Borrower and any Non-Qualified Asset Subsidiaries so long as
such transaction, as of the date such transaction is consummated, would not have or would not reasonably be expected to have a Material Adverse Effect on the Borrower and the Qualified Asset Guarantors (taken as a whole), (ii) the Borrower and any
Qualified Asset Guarantors or (iii) Non-Qualified Asset Subsidiaries, in each case not involving any other Affiliate; (c) the consummation of the Transactions and the payment of the Transaction
Costs, and as otherwise permitted by this Agreement (including with respect to any Restricted Payment permitted by Section 9.5); (d) as set forth on Schedule 9.6 or any amendment thereto to the extent such amendment
is not adverse, taken as a whole, to the Lenders in any material respect; (e) if approved by the governing body of such Person in accordance with applicable law, any indemnity provided for the benefit of directors of such Person; (f) the
payment of fees, expenses, compensation or employee benefit arrangements to managers, consultants, employees, officers and outside directors of such Person; (g) transactions between or among Group Members contemplated by any CMBS Financing; and
(h) transactions that are made on terms substantially as favorable to the Company or such Subsidiary as would be obtainable by the Company or such Subsidiary at the time in a comparable arm’s-length
transaction with a Person that is not an Affiliate. 
 Section 9.7. Amendments to Organizational Documents. Directly or
indirectly, consent to, approve, authorize or otherwise suffer or permit any waiver, amendment, supplement, cancellation, termination or other modification of the partnership agreement, operating agreement, charter, certificate of incorporation,
bylaws or other organizational documents of the Company, the Borrower, any Qualified Asset Guarantor or any Loan Party that is a direct owner of any Qualified Asset Guarantor, in each case if such waiver, amendment, supplement, cancellation,
termination or modification would reasonably be expected to (a) adversely affect any Loan Party’s ability to repay the Obligations or (b) impair the rights or interests of the Administrative Agent or any Secured Party hereunder or
under any Loan Document or in any Collateral. 
 Section 9.8. No Further Negative Pledges. Directly or indirectly, enter into,
incur or permit to exist any Contractual Obligation (other than any Loan Document) that prohibits, restricts or imposes any condition upon the ability of (a) the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon
any of its property or assets (including the Capital Stock owned by the Borrower or such Loan Party), or (b) any Loan Party to make Restricted Payments to the Borrower or any other Loan Party or to make or repay loans or advances to the
Borrower or any other Loan Party or to guarantee Indebtedness of the Borrower or any other Loan Party or (c) the Borrower or any Subsidiary to otherwise transfer (including by way of a pledge) property to the Borrower or a Loan Party;
provided that (i) the foregoing shall not apply to restrictions and conditions imposed by Requirements of Law or by this Agreement, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements
relating to the sale of a 

  
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Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder (including, if applicable, in
accordance with Section 8.15), (iii) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Secured Indebtedness permitted by this Agreement if such restrictions or conditions apply
only to the property or assets securing such Indebtedness (and, for the avoidance of doubt, such restrictions do not apply to any Qualified Asset or to the Capital Stock of any Guarantor), (iv) the foregoing shall not apply to restrictions that are
binding on an Other Guarantor at the time such Subsidiary first becomes a Subsidiary of the Borrower, so long as such Contractual Obligations were not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (v) the
foregoing shall not apply to restrictions or conditions in joint venture agreements and other similar agreements applicable to Joint Ventures that are applicable solely to such Joint Venture and entered into in the ordinary course of business,
(vi) the foregoing shall not apply to restrictions or conditions that are customary restrictions on leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions solely relate to the assets subject
thereto, (vii) clause (a) of the foregoing shall not apply to customary restrictions or conditions restricting assignment of any agreement entered into in the ordinary course of business, (viii) the foregoing shall not apply to
provisions restricting the granting of a security interest in Intellectual Property contained in licenses or sublicenses by the Borrower and its Subsidiaries of such Intellectual Property, which licenses and sublicenses were entered into in the
ordinary course of business (in which case such restriction shall relate only to such Intellectual Property), and (ix) the foregoing shall not apply to restrictions on cash or other deposits imposed by customers under contracts entered into in
the ordinary course of business. 
 Section 9.9. Use of Proceeds. Use the proceeds of any Loan or Letter of Credit, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to
refund indebtedness originally incurred for such purpose. 
 Section 9.10. Investments. Make or allow any Investment, unless
immediately before and after giving effect to such Investment on a Pro Forma Basis, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) Availability is not less than zero ($0), and
(iii) the Company and its Subsidiaries are in compliance with the Financial Covenants. 
 Section 9.11. Changes in Fiscal
Periods. (a) Permit the fiscal year of the Company or the Borrower to end on a day other than December 31 or change the Company’s or the Borrower’s method of determining fiscal quarters or (b) make any change in accounting
policies or reporting practices, except as required or permitted by GAAP. 
 Section 9.12. Asset Sales. Dispose of any property
or asset, including Capital Stock owned by it, unless immediately before and after giving effect to such Disposition on a Pro Forma Basis (a) no Default or Event of Default shall have occurred and be continuing or would result from such
Disposition, (b) Availability is not less than zero ($0), (c) in the case of property constituting a Qualified Asset, only if (x) such Qualified Asset is released in accordance with Section 8.15 concurrently with
such Disposition and (y) after giving effect to such Disposition the Minimum Property Condition shall be satisfied and (d) the Company and its Subsidiaries are in compliance with the Financial Covenants. 

  
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 Section 9.13. Environmental Matters. (a) Use, or permit any other Person to use, any
of the Properties or any portion thereof as a facility for the handling, processing, storage or disposal of Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute a violation of Environmental Law or
would reasonably be expected to result in any Environmental Liability where any such use, conduct or other activity has not had and could not reasonably be expected to have a Material Adverse Effect or (b) conduct, or permit any other Person to
conduct, any activity at any of its Properties or use any of its Properties in any manner that could reasonably be contemplated to cause a Release of Materials of Environmental Concern on, upon or into such Property, or any other location, that
would reasonably be expected to result in any Environmental Liability, in each case except, with respect to any Property that is not a Qualified Asset, where any such use, conduct or other activity has not had and could not reasonably be expected to
have a Material Adverse Effect. 
 Section 9.14. Sanctions; Anti-Corruption; Anti-Money Laundering. 

(a) Directly or indirectly, use the proceeds of any Borrowing or Letter of Credit, or lend, contribute or otherwise make available such
proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund, finance or facilitate any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or in any other manner that would
result in a violation by any individual or entity (including any individual or entity participating in the transaction, whether as Lender, Bookrunner, Lead Arranger, Administrative Agent, Letter of Credit Issuer, Swing Line Lender, or otherwise) of
Sanctions. 
 (b) Directly or indirectly, use the proceeds of any Borrowing or any Letter of Credit 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 or Anti-Terrorism Laws. 

(c) Directly or indirectly engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of
the proceeds from any category of offenses designated in any applicable Law, regulation or other binding measure implementing the “Forty Recommendations” and “Nine Special Recommendations” published by the Organisation for
Economic Cooperation and Development’s Financial Action Task Force on Money Laundering or violate these laws or any other applicable anti-money laundering law or engage in these actions. 

ARTICLE X 
 EVENTS OF
DEFAULT 
 Section 10.1. Events of Default. If any of the following events shall occur and be continuing: 

(a) (i) the Borrower or any other Loan Party shall fail to pay any principal of any Loan or any Unpaid Drawing, including any L/C
Borrowing, when due in accordance with the terms hereof; or (ii) the Borrower or any other Loan Party shall fail to pay any interest on any Loan, any fee or any other amount payable hereunder or under any other Loan Document within five
(5) Business Days after any such interest on any Loan, fee or other amount payable hereunder or under any other Loan Document becomes due in accordance with the terms hereof; or 

  
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 (b) any representation, warranty, certification or statement of fact made or deemed made by or on
behalf of any Loan Party herein or in any other Loan Document or that is contained in any certificate or other document furnished by it at any time under or in connection with this Agreement or any such other Loan Document shall prove to have been
inaccurate or misleading in any material respect on or as of the date made or deemed made (or, to the extent qualified by materiality, shall be inaccurate or misleading in any respect after giving effect to such qualification when made or deemed
made); or 
 (c) the Company or any Loan Party shall default in the observance or performance of any agreement contained in
(i) Section 8.1(a) or (b), Section 8.2(a)(1)(x), Section 8.2(c), Section 8.5(a)(i) (solely with respect to the existence of the
Company, the Borrower, any Qualified Asset Guarantor or any Loan Party that is a direct owner of any Qualified Asset Guarantor), Section 8.8, Section 8.10, or Section 8.13
or Section 8.18 or Article IX or Article XIII of this Agreement or any Guarantor fails to perform or observe any term, covenant or agreement contained in the Guarantee and Collateral Agreement,
(ii) Section 8.6(b) and such default shall continue unremedied for a period of 10 days or (iii) Section 8.2(a) (not specified in clause (i) above) and such default
shall continue unremedied for a period of 15 days; or 
 (d) the Borrower shall fail to deliver any Borrowing Base Certificate required by
Section 8.7(b), Section 8.15, Section 8.16 or Section 8.17; or 

(e) any Group Member shall default in the observance or performance of any agreement contained in Section 8.11(a);

 (f) any Loan Party shall default in the observance or performance of any other agreement contained in this Agreement or any other Loan
Document (other than as provided in paragraphs (a) through (e) above), and such default shall continue unremedied for a period of 30 days after the earlier of (i) the date upon which an officer of the Company or the Borrower obtains
knowledge of such default or (ii) the date upon which the Borrower has received written notice of such default from the Administrative Agent or the Required Lenders; or 

(g) any Group Member shall (i) default in making any payment when due, after the expiration of any applicable grace or cure periods
(whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness (excluding any Indebtedness hereunder and any Non-Recourse Indebtedness) having an
aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of (or, with respect to any Swap Agreements, a Swap Termination Value of)
more than $25,000,000; or (ii) default in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other
event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) or, in the case of
a Swap Agreement, the applicable counterparty, to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due 

  
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(or to be terminated) or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to
its stated maturity or, in the case of any such Indebtedness constituting a Guarantee Obligation, to become payable or cash collateral in respect thereof to be demanded, or, in the case of a Swap Agreement, to cause the termination thereof or an
Early Termination Date (as defined in such Swap Agreement) results therefrom; provided that clauses (i) (other than in the case of clause (x) below) and (ii) shall not apply to (x) Secured
Indebtedness that becomes due as a result of the Disposition or transfer of the property or assets securing such Indebtedness, if such Disposition or transfer is permitted hereunder and under the documents providing for such Indebtedness and
(y) Indebtedness that is convertible into Capital Stock and has been converted to Capital Stock in accordance with its terms and such conversion is not prohibited hereunder; or 

(h) (i) any Group Member shall commence or consent to the institution of any case, proceeding or other action (A) under any Debtor
Relief Law, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator, liquidator, rehabilitator or other similar official for it or for all or any material part of
its property; or (ii) there shall be commenced against any Group Member any case, proceeding or other action of a nature referred to in clause (i) above (except for the appointment of a receiver, trustee, custodian,
conservator or other similar official for the assets of an Excluded Subsidiary in connection with a default by such Excluded Subsidiary on Non-Recourse Indebtedness) that (A) results in the entry of an
order for relief or any such adjudication or appointment or (B) remains undismissed, unstayed or undischarged for a period of 60 days; or (iii) there shall be commenced against any Group Member any case, proceeding or other action seeking
issuance of a writ or warrant of attachment, execution, distraint or similar process against all or any material party of its property that results in the entry of an order for any such relief that shall not have been released, vacated, discharged,
or stayed or fully bonded pending appeal within 60 days from the entry thereof; or (iv) any Group Member shall become unable or admit in writing its inability or fails generally to pay its debts as they become due; or (v) any Group Member
shall make a general assignment for the benefit of its creditors; or 
 (i) an ERISA Event shall have occurred that, when taken together with
all other ERISA Events that have occurred, could reasonably be expected to result in (i) a Material Adverse Effect or (ii) liability to any Group Member in an aggregate amount exceeding $25,000,000 in any year or $50,000,000 for all
periods; or 
 (j) (i) one or more judgments or decrees shall be entered against any Group Member involving in the aggregate a liability
(to the extent not covered by insurance or third-party indemnities as to which the relevant insurance company or third party has not denied coverage) of $25,000,000 or more or (ii) one or more
non-monetary final judgments or decrees shall be entered against any Group Member that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either
case, (x) enforcement proceedings are commenced by any creditor upon such judgment or decree, or (y) there is a period of 30 consecutive days during which such judgment or decree is not vacated, discharged, stayed or bonded pending appeal;
or 

  
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 (k) any provision of any Loan Document, including the Guarantee Obligations contained in the
Guarantee and Collateral Agreement, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; any
Loan Party or any of their respective Subsidiaries or Affiliates contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any provision of any Loan Document; or 
 (l) any Lien created by any of the Collateral
Documents shall cease to be a valid and enforceable first priority perfected Lien on the Collateral purported to be covered thereby (subject only to Permitted Equity Encumbrances); or 

(m) a Change of Control; 
 then, and in any such
event, (A) if such event is an Event of Default specified in clause (i) or (ii) of paragraph (h) above with respect to the Company or the Borrower, the Commitments shall automatically terminate
and the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents shall immediately and automatically become due and payable and the deposit of cash collateral in respect of Letter of Credit
Exposure in accordance with Section 3.8 shall immediately and automatically become due, or (B) if such event is any other Event of Default, the Administrative Agent shall at the request of, or may, with the consent of,
the Required Lenders, take any or all of the following actions: (i) declare the commitment of each Lender to make Loans and any obligation of the Letter of Credit Issuers to make L/C Credit Extensions to be terminated forthwith, whereupon such
commitments and obligations shall immediately terminate; (ii) declare the Loans (with accrued interest thereon) and all other amounts owing under this Agreement and the other Loan Documents to be due and payable forthwith, whereupon the same
shall immediately become due and payable; (iii) require the deposit of cash collateral in respect of Letter of Credit Exposure in accordance with Section 3.8 and (iv) exercise on behalf of itself, the Lenders and
the Letter of Credit Issuers all rights and remedies available to it, the Lenders and the Letter of Credit Issuers under the Loan Documents Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any
kind are hereby expressly waived by the Borrower, the Company and each other Loan Party. 
 Section 10.2. Application of Funds.
After the exercise of remedies provided for in Section 10.1 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set
forth in Section 10.1), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.16 and 3.8, be applied by the Administrative Agent in the following order. 

First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the Administrative Agent and amounts payable under Sections 2.10, 2.11, 3.5 or 5.4) payable to the Administrative Agent in its capacity as such; 

  
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 Second, to payment of that portion of the Obligations constituting fees, indemnities and
other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the Letter of Credit Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the Letter of Credit Issuer arising
under the Loan Documents and amounts payable under Sections 2.10, 2.11, 3.5 or 5.4, ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans,
L/C Borrowings and other Obligations arising under the Loan Documents, ratably among the Lenders and the Letter of Credit Issuers in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to (a) payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and
Obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the Letter of Credit Issuers, the Qualified Counterparties and the Cash Management Banks in proportion to the respective amounts
described in this clause (a) and (b) to the Administrative Agent for the account of the Letter of Credit Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit issued by
such Letter of Credit Issuer to the extent not otherwise Cash Collateralized by the Borrower pursuant to Section 3.8, ratably in proportion to the respective amounts described in this clause Fourth held by them; and

 Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Law. 
 Subject to Section 3.8, amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such
remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
 Notwithstanding the foregoing, Obligations arising
under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the
Administrative Agent may request, from the applicable Cash Management Bank or Qualified Counterparty, as the case may be. Each Cash Management Bank or Qualified Counterparty not a party to the Credit Agreement that has given the notice contemplated
by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI hereof for itself and its Affiliates as if a “Lender” party
hereto. 

  
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 ARTICLE XI 

THE AGENTS 

Section 11.1. Appointment. 

Each Lender and each Letter of Credit Issuer hereby irrevocably designates and appoints Bank of America to act on its behalf as the
Administrative Agent under this Agreement and the other Loan Documents, and each such Lender and each such Letter of Credit Issuer irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the
provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any
fiduciary relationship with any Lender or any Letter of Credit Issuer, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against
the Administrative Agent. The provisions of this Article XI (except for Section 11.9) are solely for the benefit of the Agents, the Lenders and the Letter of Credit Issuers, and neither the Company nor any other Loan
Party shall have any rights as a third party beneficiary of any of the provisions thereof. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect
only an administrative relationship between contracting parties. 
 Section 11.2. Delegation of Duties. The
Administrative Agent may perform any and all 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 and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights
and powers by or 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 in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall
not be responsible for the negligence or misconduct of any sub-agents 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-agents. 

Section 11.3. Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

(a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is
continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights
and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly
provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may 

  
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expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic
stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. 

Neither any Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates shall be liable for any action taken or not taken by it (i) with the consent 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 shall be necessary, under the circumstances as provided in Sections 12.1 and 10.1) or (ii) in the absence of its own gross
negligence or willful misconduct, as determined by a court of competent jurisdiction by a final and nonappealable judgment. 
 Neither any
Agent nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates shall be responsible for or have any duty to
ascertain or inquire into (i) any recital, statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report, statement or other document referred
to, provided for herein or therein, delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or
the occurrence of any Default, (iv) the value, validity, enforceability, effectiveness, genuineness or sufficiency of this Agreement, any other Loan Document or any other agreement, instrument or document, any failure of any Loan Party a party
thereto to perform its obligations hereunder or thereunder or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (v) as to the
observance or performance of any of the agreements contained in, or the satisfaction of any condition set forth in Article VII or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. 

Section 11.4. Reliance by Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected in, and shall
not incur any liability for, relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy or email message, statement, order or other document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including
counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the
proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or a 

  
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Letter of Credit Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Letter of Credit Issuer unless the Administrative Agent shall have
received notice to the contrary from such Lender or such Letter of Credit Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for
all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Agreement
or any other Loan Document unless it shall first receive such advice or concurrence 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 this Agreement or the other Loan Documents) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that may be incurred
by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement and the other Loan Documents in accordance with a 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 this Agreement or the other Loan
Documents), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders, all the Letter of Credit Issuers and all future holders of the Loans and the L/C Participations. 

Section 11.5. Notice of Default. The Administrative Agent shall be deemed not to have knowledge or notice of the occurrence
of any Default or Event of Default unless the Administrative Agent has received notice from a Lender, a Letter of Credit Issuer or a Loan Party referring to this Agreement, describing such Default or Event of Default and stating that such notice is
a “notice of default”. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders and the Letter of Credit Issuers. The Administrative Agent shall take such action
with respect to such Default or Event of Default as shall be reasonably directed by 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 this Agreement or the other Loan Documents); provided that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders and the Letter of Credit Issuers. 

Section 11.6. Non-Reliance on Agents and Other Lenders. Each Lender and each Letter of
Credit Issuer expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, advisors, attorneys-in-fact or
affiliates have made any representations or warranties to it and that no act by any Agent hereafter taken, including any review of the affairs of a Loan Party or any Affiliate of a Loan Party, shall be deemed to constitute any representation or
warranty by any Agent to any Lender or any Letter of Credit Issuer. Each Lender and each Letter of Credit Issuer represents to the Agents that it has, independently and without reliance upon any Agent or any other Lender or Letter of Credit Issuer,
or upon 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 appraisal of and investigation into the business, operations, property, financial and other condition
and creditworthiness of the Loan Parties and their Affiliates 

  
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and made its own decision to make its extensions of credit hereunder and enter into this Agreement. Each Lender and each Letter of Credit Issuer also represents that it will, independently and
without reliance upon any Agent or any other Lender or Letter of Credit Issuer, or upon any of the Related Parties of any of the foregoing, and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial
and other condition and creditworthiness of the Loan Parties and their Affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders and the Letter of Credit Issuers by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender or Letter of Credit Issuer with any credit or other information concerning the business, operations, property, condition (financial or otherwise),
prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, advisors, attorneys-in-fact or Affiliates. 
 Section 11.7. Indemnification. The Lenders agree to
indemnify the Administrative Agent (or any sub-agent thereof), each other Agent, each Letter of Credit Issuer and each Related Party of any of the foregoing (each, an “Agent Indemnitee”) (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 share (as defined below) in effect on the date on which indemnification is sought under this
Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or 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 Indemnitee in any way relating to or arising out of, the Commitments, the Loans, the Letters of Credit, 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 Indemnitee under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment
of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from
such Agent Indemnitee’s gross negligence, willful misconduct, bad faith or fraud; provided further, with respect to such unpaid amounts owed to any Letter of Credit Issuer in its capacity as such, or to any Related Party of any of
Letter of Credit Issuer acting for such Letter of Credit Issuer in connection with such capacity, only the Revolving Credit Lenders shall be required to pay such unpaid amounts. For purposes of this Section, a Lender’s “pro rata
share” shall be determined based upon its share of the sum of the total Revolving Credit Exposures, unused Revolving Credit Commitments and, except for purposes of the second proviso of the immediately preceding sentence, the outstanding Term
Loans and unused Term Commitments, in each case at that time. If any indemnity furnished to any Agent Indemnitee for any purpose shall, in the opinion of such Agent Indemnitee, be insufficient or become impaired, such Agent Indemnitee may call for
additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided that in no event shall this sentence require any Lender to indemnify any Agent Indemnitee against any
liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s pro rata share (as defined below) thereof in effect on the date on which indemnification is sought under this
Section; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent 

  
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Indemnitee against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence. The
agreements in this Section shall survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder. 

Section 11.8. Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, own
securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any Loan Party or any Subsidiary or other Affiliate thereof as though such Agent were not an Agent and without any
duty to account therefor to the Lenders. Each Agent shall have the same rights and powers in its capacity as a Lender or Letter of Credit Issuer under this Agreement and the other Loan Documents as any Lender or Letter of Credit Issuer, as
applicable, and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders”, and the terms “Letter of Credit Issuer” and “Letter of Credit Issuers”, shall, unless otherwise
expressly indicated or unless the context otherwise requires, include each Agent in its individual capacity as such. 
 Section 11.9.
Successor Agent. The Administrative Agent may resign as the Administrative Agent upon notice to the Lenders, the Letter of Credit Issuers and the Borrower. If the Administrative Agent shall resign as the Administrative Agent under this
Agreement and the other Loan Documents, then upon any such resignation, the Required Lenders shall have the right to appoint a successor, which successor agent shall (unless an Event of Default under Section 10.1(a) or
(h) with respect to the Borrower shall have occurred and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). If no successor shall have been so appointed by the Required
Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders, the “Resignation Effective
Date”), then the retiring Administrative Agent may (but shall not be obligated to), on behalf of the Lenders, 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, which successor agent shall (unless (i) an Event of Default under Section 10.1(a) or (h) with respect to the Borrower shall have occurred and be continuing or (ii) such successor agent is a
Lender) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed by the Borrower). If no successor agent has accepted appointment as the Administrative Agent by the Resignation Effective Date, the retiring
Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Required Lenders shall assume and perform all of the duties of the Administrative Agent hereunder until such time, if any, as a successor agent is
appointed as provided for above. With effect from the Resignation Effective Date (1) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of
any collateral security held by the Administrative Agent on behalf of the Lenders or the Letter of Credit Issuers under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral security until such time as a
successor Administrative Agent is appointed) and (2) except for any indemnity payments or other amounts then owed to the retiring Administrative Agent, all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender and each Letter of Credit Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of its
appointment as the Administrative Agent hereunder by a successor, such successor shall 

  
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succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent (other than as provided in Section 5.4(i) and other
than any rights to indemnity payments or other amounts owed to the retiring Administrative Agent as of the Resignation Effective Date), the term “Administrative Agent” shall mean such successor agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section), without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of the Loans. 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. After the Administrative Agent’s resignation hereunder, the provisions of this Article and Section 11.5 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 in respect of any actions taken or omitted to be taken by any of them (i) while the retiring
Administrative Agent was acting as the Administrative Agent and (ii) after such resignation for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent
or otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. 

Section 11.10. Bookrunner; Lead Arrangers; Syndication Agents; Documentation Agents. Anything herein to the contrary
notwithstanding, none of the Bookrunner, Lead Arrangers, Syndication Agents or Documentation Agents shall have any duties, responsibilities, obligations, liabilities, powers or rights hereunder or under any of the other Loan Documents in its
capacity as such. 
 Section 11.11. Agents May File Proofs of Claim. In case of the pendency of any proceeding under any
Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation 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, by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations 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 Letter of Credit Issuers and the Administrative Agent (including any claim for the
reasonable compensation, expenses, disbursements and advances of the Lenders, the Letter of Credit Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Letter of Credit Issuers and
the Administrative Agent under any Loan Document) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or other
property payable or deliverable on any such claims and to distribute the same; 

  
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 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such
judicial proceeding is hereby authorized by each Lender, each Letter of Credit Issuer and each other Secured Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders, the Letter of Credit Issuers or the other Secured Parties, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its
agents and counsel, and any other amounts due the Administrative Agent under this Agreement or any other Loan Document. 
 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 any Letter of Credit Issuer any plan of reorganization, arrangement, adjustment or composition affecting the
Obligations or the rights of any Lender or any Letter of Credit Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any Letter of Credit Issuer in any such proceeding. 

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any
portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or
more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United
States, or any similar laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the
Administrative Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid
on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the
liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Capital Stock or debt instruments of the acquisition vehicle or vehicles that are used to consummate such
purchase). In connection with any such bid (i) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles
(provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Capital Stock thereof shall be governed, directly or indirectly, by the vote of the Required
Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 12.1(a) of this Agreement and (iii) to the extent that
Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of
debt credit bid by the acquisition vehicle or otherwise), such Obligations shall automatically be reassigned to the Lenders pro rata and the Capital Stock and/or debt instruments issued by any acquisition vehicle on account of the Obligations that
had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. 

  
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 Section 11.12. Agents Under Collateral Documents. Each Secured Party hereby further
authorizes the Administrative Agent on behalf of and for the benefit of Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents; provided that the Administrative
Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or (except with respect to the application of proceeds of Collateral pursuant to Section 10.2) any other obligation whatsoever to any
holder of Secured Cash Management Obligations or Secured Swap Obligations. 
 The Administrative Agent shall not be responsible for or have
a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, as applicable, or any
certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral. 

Subject to Section 12.1, without further written consent or authorization from any Secured Party, the Administrative
Agent may execute any documents or instruments necessary to (a) release any Lien on any property granted to or held by the Administrative Agent (or any sub-agent thereof), under any Loan Document upon
Payment in Full or (ii) that is Disposed of as part of or in connection with any Disposition permitted hereunder to a Person that is not the Borrower or a Guarantor, (iii) as to the extent otherwise provided in the Collateral Documents or
(iv) if approved, authorized or ratified in writing in accordance with Section 12.1; (b) release any Guarantor from its Guarantee Obligations in respect of the Obligations under the Loan Documents if such Person ceases
to be a Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction permitted hereunder. The execution and delivery of any such documents shall be without recourse to, or representation or warranty by, the Administrative Agent. 

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority
to release its interest in particular types or items of property, or to release any Guarantor from its Guarantee Obligations in respect of the Obligations under the Loan Documents pursuant to this Section 11.12. 

Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, and each Secured
Party hereby agree that (i) except with respect to the set off rights of any Lender set forth in Section 12.7 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no
Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee Obligations, it being understood and agreed that all powers, rights, and remedies under the Loan Documents may be exercised solely by
the Administrative Agent on behalf of the Secured Parties, in accordance with the terms hereof and thereof and all powers, rights, and remedies under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the
event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any
such sale or other disposition and the Administrative Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in
writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of
the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. 

  
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 In furtherance of the foregoing and not in limitation thereof, no Specified Cash Management
Agreement or Specified Swap Agreement will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under
this Agreement or any other Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Specified Cash Management Agreement or Specified Swap Agreement shall be deemed to have appointed the
Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. No Secured Party
that is a party to any such Specified Cash Management Agreement or Specified Swap Agreement that obtains the benefits of any Guarantee Obligation or any Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right
to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a
Lender or Agent and, in such case, only to the extent expressly provided in the Loan Documents. 
 Section 11.13. ERISA. (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, the Bookrunner and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following
is and will be true: 
 (i) Such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments, 

(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a
class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts),
PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions
involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect
to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, 

(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the
meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the
Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of 

  
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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 not 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, the Bookrunner and the Lead Arrangers and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Loan Party, that: 
 (i) none of the Administrative Agent, the Bookrunner or any Lead Arranger 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), 
 (ii) the Person making the investment decision on behalf of such Lender with respect to the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning of 29 CFR § 2510.3-21) and is a bank,
an insurance carrier, an investment adviser, a broker-dealer or other person that holds, or has under management or control, total assets of at least $50 million, in each case as described in 29 CFR §
2510.3-21(c)(1)(i)(A)-(E), 
 (iii) the Person making the investment decision on
behalf of such Lender with respect to the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment risks independently, both in
general and with regard to particular transactions and investment strategies (including in respect of the Obligations), 

(iv) the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in,
administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code, or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is
responsible for exercising independent judgment in evaluating the transactions hereunder, and 
 (v) no fee or other
compensation is being paid directly to the Administrative Agent, the Bookrunner or any Lead Arranger or any their respective Affiliates for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the
Commitments or this Agreement. 

  
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 (c) The Administrative Agent, the Bookrunner and the Lead Arrangers hereby inform the Lenders
that each such Person is not undertaking to provide impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions
contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the
Loans, the Letters of Credit or the Commitments for an amount less than the amount being paid for an interest in the Loans, the Letters of Credit or the Commitments by such Lender or (iii) may receive fees or other payments in connection with
the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment fees, arrangement fees, 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. 
 ARTICLE XII 

MISCELLANEOUS 

Section 12.1. Amendments and Waivers. 

(a) Subject to Section 2.9 and Section 12.1(b), and except as otherwise expressly provided
herein, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and
the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given;
provided, however, that no such amendment, waiver or consent shall: 
 (i) waive any condition set forth in
Section 7.1 without the written consent of each Lender; 
 (ii) without limiting the generality of
clause (i) above, waive any condition set forth in Section 7.2 as to any Revolving Credit Loan or any Letter of Credit without the written consent of the Required Revolving Lenders or any Term Loan without the written
consent of the Required Term Lenders; 
 (iii) extend (except as provided in Section 2.17) or
increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 10.1) without the written consent of such Lender; 

(iv) forgive or otherwise reduce the principal amount or extend the final scheduled date of maturity of any Loan or Unpaid
Drawings, reduce the stated rate of any interest or (subject to clause (4) of the second proviso to this Section 12.1) fee payable hereunder (except in connection with the waiver of applicability of any
post-default increase in interest rates (which waiver shall be effective with the consent of the Required Lenders)) or extend the scheduled date 

  
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of any payment thereof, or postpone the scheduled date of expiration of any Commitment, in each case without the written consent of each Lender directly and adversely affected thereby (it being
understood that any waiver of any condition precedent in Section 7.1 or 7.2, any obligation of the Borrower to pay default interest or amendment to Section 2.8(c), or any waiver of any
Default or Event of Default, and any waiver or amendment of any mandatory prepayment or reduction, any waiver or amendment to the financial covenant definitions, financial ratios or any component thereof, shall be deemed not to have resulted in any
increase in the Commitment of any Lender, or forgiveness, reduction, extension or postponement referred to in clause (iii) or (iv) of this proviso); 

(v) (w) change any provision of this Section 12.1, reduce any percentage specified in the
definition of Required Lenders, Required Revolving Lenders, Required Term Lenders or Majority in Interest or change any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights
hereunder or make any determination or grant any consent, (x) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Agreement and the other Loan Documents, (y) release all or substantially
all of the Collateral (other than in connection with any sale of Collateral permitted by the Loan Documents) or (z) release (1) the guarantee of the Obligations provided by the Company pursuant to Article XIII or (2) all or
substantially all of the value of the Guarantee Obligations under the Guarantee and Collateral Agreement (other than in connection with any sale of a Guarantor permitted by the Loan Documents), in each case without the written consent of all
Lenders; 
 (vi) amend, modify or waive any provision of any Loan Document in a manner that by its terms adversely affects
the rights of Lenders holding Loans or Commitments of any Class in respect of the right to or priority of payments or the security interest (including perfection and priority) of the Lenders holding Loans or Commitments of such Class in
Collateral differently than such amendment, modification or waiver affects the rights of the Lenders holding Loans or Commitments of any other Class in respect of the right to or priority of payments or the security interest (including
perfection and priority) in Collateral, without the written consent of the Majority in Interest of the adversely affected Class of Lenders; or 

(vii) (x) amend or modify the definition of Applicable Percentage, (y) amend, modify or waive the provisions of
Section 10.2 or Section 4.02 of the Guaranty, (z) amend, modify or waive the provisions of Sections 5.1 or 5.3(c) in a manner that would alter the pro rata sharing of payments required thereby, in
each case without the written consent of each Lender; provided, that (i) with the consent of the Required Lenders, such terms and provisions may be amended on customary terms in connection with an “amend and extend”
transaction, but only if all Lenders that consent to such “amend and extend” transaction are treated on a pro rata basis, (ii) such terms and provisions may be amended in connection with the establishment of any Additional TL Tranche,
with the consent of the Administrative Agent and the Lenders providing commitments for such Additional TL Tranche, so long as such payments continue to be (1) based on each Lender’s Applicable Percentage with respect to the Classes of
Loans and the Facilities in which it participates and (2) distributed ratably as between the Classes of Loans and the Facilities; 
 and,
provided further, that (1) no amendment, waiver or consent shall, unless in writing and signed by Letter of Credit Issuer in addition to the Lenders required above, affect the rights or duties of such Letter of Credit Issuer under
this Agreement or any Issuer Document relating to any Letter 

  
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of Credit issued or to be issued by it; (2) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the
rights or duties of the Swing Line Lender under this Agreement; (3) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the
Administrative Agent under this Agreement or any other Loan Document or affect Section 2.9 or any LIBOR Successor Rate; and (4) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing
executed only by the parties thereto; 
 provided that any amendment, waiver or other modification of this Agreement that by its terms affects the
rights or duties under this Agreement of the Lenders of a particular Class (but not the Lenders of any other Class), may be effected solely by an agreement or agreements in writing entered into by the Borrower and the Majority in Interest of the
affected Class of Lenders that would be required to consent thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time. Any such waiver and any such amendment, supplement or modification
shall apply equally to each of the Lenders and the Letter of Credit Issuers and shall be binding upon the Loan Parties, the Lenders, Letter of Credit Issuers, the Administrative Agent and all future holders of the Loans and the L/C Participations.
In the case of any waiver, the Loan Parties, the Lenders, the Letter of Credit Issuers and the Administrative Agent shall be restored to their former position and rights hereunder and under the other Loan Documents, and any Default or Event of
Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding the foregoing, the consent of the Lenders
or the Required Lenders, as the case may be, shall not be required to effect the provisions of Section 2.14(f) in accordance with the terms thereof. 

(b) Notwithstanding any provision herein to the contrary, 

(i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any
amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) any Commitment of any
Defaulting Lender may not be increased or extended without the consent of such Lender, (y) any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender
disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender and (z) the outstanding principal balance of any Loan held by any Defaulting Lender may not be reduced without the consent of
such Lender; 
 (ii) any provision of this Agreement or any other Loan Document may be amended by an agreement in writing
entered into by the Borrower and the Administrative Agent (but without the consent of any Lender or other Loan Party): 
 (A)
to cure any obvious error or any error or omission of an administrative or technical nature jointly identified by the Borrower and the Administrative Agent so long as, in each case, the Lenders shall have received at least five Business Days prior
written notice thereof and the Administrative Agent shall not have received, within 

  
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five Business Days of the date of such notice to the Lenders, a written notice from (x) the Required Lenders stating that the Required Lenders object to such amendment or (y) if
directly and adversely affected by such amendment, any Letter of Credit Issuer stating that it objects to such amendment. 
 Notwithstanding
the foregoing, in addition to any credit extensions and related Joinder Agreement(s) effectuated without the consent of Lenders in accordance with Section 2.14, this Agreement may be amended (or amended and restated) with
the written consent of the Required Lenders, the Administrative Agent and the Borrower (a) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding thereunder and the
accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Credit Loans and the accrued interest and fees in respect thereof and (b) to
include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and other definitions related to such new Term Loans and Revolving Credit Loans. 

Section 12.2. Notices. 

(a) Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone (and except
as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile
as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number, as follows: 

(i) if to the Borrower or any other Loan Party, the Administrative Agent, any Letter of Credit Issuer or the Swing Line Lender,
to the address, facsimile number, electronic mail address or telephone number specified for such Person on Schedule 12.2; and 

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified in its
Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower). 
 Notices and other communications sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications sent by facsimile shall be deemed to have been given when sent (except that, if not given during
normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided
in subsection (b) below, shall be effective as provided in such subsection (b). 

  
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 (b) Electronic Communications. 

(i) Notices and other communications to the Letter of Credit Issuers and the Lenders hereunder or under any other Loan Document
may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to Article II, III, IV or V if such Person has notified the Administrative Agent that it is incapable of receiving notices under such Article
by electronic communication. The Administrative Agent, the Swing Line Lender, any Letter of Credit Issuer 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. 

(ii) Unless the Administrative Agent otherwise prescribes, (x) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgment), and (y) 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 (x) of notification that such notice or communication is available and identifying the website address therefor; provided that,
for both clauses (x) and (y), if such notice or other communication is not sent during the normal business hours of the recipient, such notice e-mail or communication shall be deemed to have
been sent at the opening of business on the next Business Day for the recipient. 
 (iii) THE PLATFORM AND ANY APPROVED
ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF THE AGENTS OR ANY OF THEIR RESPECTIVE RELATED PARTIES WARRANT THE ACCURACY, ADEQUACY, OR COMPLETENESS OF THE BORROWER MATERIALS, THE APPROVED ELECTRONIC
COMMUNICATIONS OR THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS, THE PLATFORM AND THE APPROVED ELECTRONIC 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 AGENTS OR THEIR RESPECTIVE RELATED PARTIES
IN CONNECTION WITH THE PLATFORM OR THE APPROVED ELECTRONIC COMMUNICATIONS. In no event shall the Administrative Agent or any of its Related Parties have any liability to any Loan Party, any Lender, any Letter of Credit Issuer or any other Person for
losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower Materials or Approved
Electronic Notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet. 

(iv) Each Loan Party, each Lender, each Letter of Credit Issuer and each Agent agrees that the Administrative Agent may, but
shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies. 

  
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 (c) Change of Address. Each Loan Party, the Administrative Agent, each Letter of Credit
Issuer and the Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for
notices and other communications hereunder by notice to the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure
that the Administrative Agent has on record (i) an effective address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions
for such Lender. 
 (d) Private-Side Information Contacts. In addition to the foregoing, each Public Lender agrees to cause at least
one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal and state securities laws, to make reference to Borrower Materials that are not made available through the
“Public-Side Information” portion of the Platform and that may contain Private-Side Information. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such
Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither the Borrower nor the Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope
of the information it has obtained in connection with this Agreement and the other Loan Documents. 
 (e) Reliance by Administrative
Agent, Letter of Credit Issuers and Lenders. The Administrative Agent, the Letter of Credit Issuers and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices, Letter of Credit
Applications and Swing Line Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Loan Parties shall indemnify the Administrative Agent, each Letter of Credit Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

Section 12.3. No Waiver; Cumulative Remedies; Enforcement. No failure to exercise and no delay in exercising, on the part
of the Administrative Agent, any Letter of Credit Issuer or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided, and provided under each other Loan
Document, are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

  
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 Notwithstanding anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be
instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.1 for the benefit of all the Lenders and Letter of Credit Issuers; provided, however, that the foregoing shall
not prohibit (a) the Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Letter of
Credit Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as a Letter of Credit Issuer or the Swing Line Lender, as the case may be) hereunder and under the other Loan Documents,
(c) any Lender from exercising setoff rights in accordance with Section 12.7(b) (subject to the terms of Section 12.7(a)), or (d) any Lender from filing proofs of claim or appearing and
filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and
under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.1 and (ii) in addition to the matters set forth in
clauses (b), (c) and (d) of the preceding proviso and subject to Section 12.7(a), any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as
authorized by the Required Lenders. 
 Section 12.4. Survival of Representations and Warranties. All representations and
warranties made hereunder, in any other Loan Document and in any document, certificate or statement delivered pursuant hereto or thereto, or in connection herewith or therewith, shall survive the execution and delivery hereof and thereof and the
making of the Loans and other extensions of credit hereunder. Such representations and warranties have been or will be relied upon by the Administrative Agent, each Letter of Credit Issuer and each Lender, regardless of any investigation made by the
Administrative Agent, any Letter of Credit Issuer or any Lender or on their behalf and notwithstanding that the Administrative Agent, any Letter of Credit Issuer or any Lender may have had notice or knowledge of any Default or Event of Default at
the time of any Loan or L/C Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding other than
(a) Secured Cash Management Obligations, (b) Secured Swap Obligations and (c) any contingent obligations or contingent indemnification obligations not then due or asserted. 

Section 12.5. Payment of Expenses; Damages Waiver. The Borrower agrees (a) to pay or reimburse the Bookrunner, the Lead
Arrangers, the Administrative Agent and their respective Affiliates for all their reasonable and documented and invoiced out-of-pocket costs and expenses (including
(i) any expenses incurred in connection with the preparation of, or otherwise relating to, any Acceptable Appraisal or FIRREA appraisals and (ii) the reasonable and documented and invoiced fees, disbursements and other charges of legal
counsel which shall be limited to one primary counsel for the Bookrunner, Lead Arrangers and the Administrative Agent, taken as a whole, a single counsel in each relevant jurisdiction for all such Persons, taken as a whole (which may include a
single firm of special counsel acting in multiple jurisdictions) and, in the case of an actual or perceived conflict of interest where the Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel,
of another firm of counsel (and, if reasonably necessary, one firm of local counsel) for such affected Person (or similarly affected Persons taken as a whole)) incurred in connection with the syndication, development, preparation 

  
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and execution of, and any amendment, supplement or modification to, this Agreement and the other Loan Documents and any other documents prepared in connection herewith or therewith, and the
consummation and administration of the Transactions contemplated hereby and thereby, including any filing and recording fees and expenses, with statements with respect to the foregoing to be submitted to the Borrower prior to the Closing Date (in
the case of amounts to be paid on the Closing Date) and from time to time thereafter on a quarterly basis or such other periodic basis as the Administrative Agent shall deem appropriate, (b) to pay all reasonable and documented and invoiced out-of-pocket expenses incurred by any Letter of Credit Issuer in connection with the issuance, amendment, renewal or extension of Letters of Credit or any demand for payment
thereunder, (c) to pay or reimburse the Bookrunner, the Lead Arrangers, the Administrative Agent, the Letter of Credit Issuers and the Lenders for all their respective reasonable and documented and invoiced out-of-pocket expenses incurred in connection with the enforcement or preservation of any rights under this Agreement, the other Loan Documents and any other documents prepared in connection herewith or
therewith, including (i) the reasonable and documented and invoiced fees, disbursements and other charges of legal counsel which shall be limited to one primary counsel for the Bookrunner, the Lead Arrangers, the Administrative Agent, the
Letter of Credit Issuers and the Lenders, taken as a whole, one local counsel in each relevant jurisdiction for all such Persons, taken as a whole (if reasonably necessary), and, in the case of an actual or perceived conflict of interest where the
Person affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel (and, if reasonably necessary, one firm of local counsel in each relevant jurisdiction) for such affected
Person (or similarly affected Persons taken as a whole), in each case excluding allocated costs of in-house counsel, and (ii) the reasonable and documented and invoiced fees and expenses of other
consultants and advisers approved by the Borrower, (d) to pay, indemnify, and hold, the Administrative Agent, each Letter of Credit Issuer and each Lender harmless from, any and all recording and filing fees and any and all liabilities with
respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan Documents and any such other documents, and (e) to pay, indemnify, and hold each Lender, the
Bookrunner, each Lead Arranger, the Administrative Agent, each Letter of Credit Issuer and the Affiliates of each of the foregoing and each of their respective Related Parties (each, an “Indemnitee”) harmless from and against any
and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the syndication, execution, delivery, enforcement, performance and
administration of this Agreement, the other Loan Documents and any other documents prepared in connection herewith or therewith, including any of the foregoing relating to the use of proceeds of the Loans or the issuance of any Letter of Credit
(including any refusal by any Letter of Credit Issuer 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 any
Environmental Liability relating to any Group Member or its current or former operations or to any of the Properties and the reasonable and documented and invoiced fees and expenses of one primary counsel for all Indemnitees, taken as a whole, one
local counsel in each relevant jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions) for all Indemnitees, taken as a whole (if reasonably necessary), and, in the case of an actual or perceived conflict of
interest where the Indemnitee affected by such conflict informs the 

  
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Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel (and, if reasonably necessary, one firm of local counsel) for such affected Indemnitee (in each case
excluding allocated costs of in-house counsel), whether based on contract, tort or any other theory and whether initiated against or by any party to this Agreement or any other Loan Document, any Affiliate of
any of the foregoing or any third party (and regardless of whether any Indemnitee is a party thereto) (all the foregoing in this clause (e), collectively, the “Indemnified Liabilities”), IN ALL CASES,
WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided that the Borrower shall not have any obligation hereunder to any Indemnitee with respect to
Indemnified Liabilities to the extent such Indemnified Liabilities are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from (i) the gross negligence, bad faith, fraud or willful misconduct of
such Indemnitee or its Affiliates or by any of their Related Parties, (ii) any dispute brought solely by an Indemnitee against another Indemnitee, do not involve or relate to any request, act or omission by the Borrower, any other Loan Party or
any of their respective Subsidiaries or Affiliates and do not involve the Administrative Agent, in its capacity as administrative agent, the Bookrunner, in its capacity as the bookrunner, or any Lead Arranger, in its capacity as a lead arranger or
(iii) settlements effected without the Borrower’s prior written consent (which shall not be withheld, conditioned or delayed unreasonably) so long as (A) the Borrower has demonstrated, and such Indemnitee has acknowledged (which
acknowledgment shall not be withheld, conditioned or delayed unreasonably) that the Borrower has the financial wherewithal to reimburse such Indemnitee for any amount that such Indemnitee may be required to pay with respect to such proceeding or
(B) the proceeding presents reputation risk to such Indemnitee (in which case, for the avoidance of doubt, the Borrower’s consent shall not be required for the Indemnitee to settle). Without limiting the foregoing, and to the extent
permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or recovery with respect to all claims, demands,
penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to the Comprehensive Environmental Response, Compensation, and Liability Act or other Environmental Laws, that any of them might
have by statute or otherwise against any Indemnitee. All amounts due under this Section 12.5 shall be payable not later than 30 days after written demand therefor, including documentation reasonably supporting such demand.
No Loan Party nor any Indemnitee shall have any liability for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document
or any agreement or instrument contemplated hereby or thereby, any Loan or the use of the proceeds thereof; provided, however, that nothing contained in this sentence will limit the indemnity and reimbursement obligations of the
Borrower set forth in this Section 12.5. The agreements in this Section 12.5 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a
Lender or Letter of Credit Issuer, termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of
any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.
This Section 12.5 shall not apply to (i) Taxes indemnifiable under Section 5.4 or (ii) Excluded Taxes. All amounts due under this Section shall be payable not later than ten Business Days
after demand therefor. 

  
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 Section 12.6. Successors and Assigns; Participations and Assignments. (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 Letter of Credit Issuer that issues any Letter of Credit),
except that (i) the Borrower may not assign, delegate or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by
the Borrower without such consent shall be null and void) and (ii) no Lender may assign, delegate 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 permitted assigns (including any Affiliate of any Letter of Credit Issuer that issues any Letter of Credit), Participants (to the extent
provided in Section 12.6(c)) and, to the extent expressly contemplated hereby, the Indemnitees) 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 banks or financial
institutions (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent of: 

(A) The Borrower (such consent not to be unreasonably withheld or delayed); provided that (i) the Borrower shall be
deemed to have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received notice thereof, (ii) with respect to an assignment of a Term
Loan or a Term Commitment, no consent of the Borrower shall be required for an assignment to a Term Lender, an Affiliate of a Term Lender or an Approved Fund (as defined below), (iii) with respect to an assignment of a Revolving Credit Loan or a
Revolving Credit Commitment, no consent of the Borrower shall be required for an assignment to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund and (iv) no consent of the Borrower shall be required for an
assignment to any Person if an Event of Default has occurred and is continuing; 
 (B) the Administrative Agent (such consent
not to be unreasonably withheld or delayed); provided that no consent of the Administrative Agent shall be required for an assignment of a Term Loan or a Term Commitment to a Term Lender, an Affiliate of a Term Lender or an Approved Fund (if
made in accordance with the applicable terms of this Section 12.6); and 
 (C) solely with respect
to an assignment of a Revolving Credit Loan or a Revolving Credit Commitment, each Letter of Credit Issuer and the Swing Line Lender (such consent not to be unreasonably withheld or delayed). 

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

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the
entire remaining amount of the assigning Lender’s Commitments or the entire remaining principal outstanding balance of the assigning Lender’s Loans, in each case of any Class, the amount of the Commitments or the principal outstanding
balance of the Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $10,000,000 in the
case of any assignment in respect of the Term Loan Facility, or $5,000,000, in the case of any assignment in respect of the Total Revolving Credit Commitment, unless each of the Borrower and the Administrative Agent otherwise consent;
provided that (1) no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing and (2) such amounts shall be aggregated in respect of each Lender and its affiliates or Approved Funds, if
any; 
 (B) no assignment shall be made to (1) any Group Member or any Subsidiary or Affiliate of any of the foregoing,
(2) any Defaulting Lender or any of its Subsidiaries, (3) a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or (4) any Person who, upon becoming
a Lender hereunder, would constitute any of the Persons described in clause (1) through (3) above; 
 (C)
(1) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500; provided, however, that the Administrative Agent may,
in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment, and (2) the assigning Lender shall have paid in full any amounts owing by it to the Administrative Agent; 

(D) the Assignee, if it shall not be a Lender, shall deliver to the Borrower and the Administrative Agent any tax forms
required by Section 5.4(e) and an Administrative Questionnaire in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material
non-public information about the Borrower and its Affiliates 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; and 
 (E) each
partial assignment and delegation shall be made as an assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided that this clause (E) shall not be
construed to prohibit the assignment and delegation of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans. 

For the purposes of this Section 12.6, “Approved Fund” means any Person (other than a natural
person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person)) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 

  
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 In connection with any assignment of rights and obligations of any Defaulting Lender hereunder,
no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall agree in writing (in form reasonably acceptable to the Administrative Agent) to make such
additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating
actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any Letter of Credit Issuer or any Lender hereunder (and interest accrued thereon) and
(y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swing Line Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any
assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting
Lender for all purposes of this Agreement until such compliance occurs. 
 (iii) Subject to acceptance and recording thereof
pursuant to paragraph (b)(iv) below, from and after the effective date specified in each Assignment and Assumption the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under
this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.10, 2.11, 5.4 and 12.5); provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or
release of any claim of any other party hereto against such Defaulting Lender arising from such Lender’s having been a Defaulting Lender. Any assignment, delegation or transfer by a Lender of rights or obligations under this Agreement that does
not comply with this Section 12.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. 

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the
Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or the equivalent thereof in electronic form) and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Letter of Credit Issuers and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes 

  
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of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and, as to entries pertaining to it, any Letter of Credit Issuer and any
Lender, at any reasonable time and from time to time upon reasonable prior notice. This Section 12.6(b) shall be interpreted and administered such that the Loans are at all times maintained in “registered form”
within the meaning of Sections 163(f), 165(g), 871(h)(2), 881(c)(2) and 4701 of the Code. 
 (v) Upon its receipt of a duly
completed Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to
in paragraph (b) of this Section and any written consent to such assignment and delegation required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the Register; provided that the Administrative Agent shall not be required to accept such Assignment and Assumption or so record the information contained therein if the
Administrative Agent reasonably believes that such Assignment and Assumption lacks any written consent required by this Section or is otherwise not in proper form, it being acknowledged that the Administrative Agent shall have no duty or obligation
(and shall incur no liability) with respect to obtaining (or confirming the receipt) of any such written consent or with respect to the form of (or any defect in) such Assignment and Assumption, any such duty and obligation being solely with the
assigning Lender and the assignee. No assignment or delegation shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph and, following such recording, unless otherwise determined by
the Administrative Agent (such determination to be made in the sole discretion of the Administrative Agent, which determination may be conditioned on the consent of the assigning Lender and the assignee), shall be effective notwithstanding any
defect in the Assignment and Assumption relating thereto. Each assigning Lender and the assignee, by its execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the Administrative Agent that all written
consents required by this Section with respect thereto (other than the consent of the Administrative Agent) have been obtained and that such Assignment and Assumption is otherwise duly completed and in proper form, and each assignee, by its
execution and delivery of an Assignment and Assumption, shall be deemed to have represented to the assigning Lender and the Administrative Agent that such assignee is an eligible assignee in accordance with the terms of this
Section 12.6. 
 (c) Any Lender may, without the consent of the Borrower, the Administrative Agent or any Letter of
Credit Issuer, sell participations to one or more banks or other financial institutions in accordance with applicable law (other than (x) a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the
primary benefit of a natural Person, (y) a Defaulting Lender or (z) the Borrower, any of its Subsidiaries or any of its Affiliates) (each, a “Participant”) in all or a portion of such Lender’s rights and obligations
under this Agreement (including all or a portion of its Commitments and the Loans (including such Lender’s participations in L/C Obligations and/or Swing Line Loans) owing to it, in each case of any Class); provided that (A) such
Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent, the
Letter of Credit Issuers and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender


  
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shall be responsible for the indemnity under Section 11.7 without regard to the existence of any participation. 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 or any other Loan Document; 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 that (1) requires the consent of each Lender directly and adversely affected thereby
pursuant to clause (iii), (iv), or (v) of Section 12.1(a) and (2) directly and adversely affects such Participant. The Borrower agrees that each Participant shall be
entitled to the benefits (and requirements) of Sections 2.10, 2.11 and 5.4 (subject to the requirements and limitations therein, including the requirements under Section 5.4(e) (it
being understood that the documentation required under Section 5.4(e) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 2.12 and 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 2.10 or 5.4, with respect to any participation, than its participating Lender
would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a participation
agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.12 with respect to any Participant. To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 12.7(b) as though it were a Lender; provided that such Participant shall be subject to Section 12.7(a) as though it were a
Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant
and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to
disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan
Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all
purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as the Administrative Agent) shall have no responsibility for maintaining a Participant Register. The
Borrower, the Letter of Credit Issuers and the Lenders expressly acknowledge that the Administrative Agent (in its capacity as such or as an arranger, bookrunner or other agent hereunder) shall not be responsible or have any liability for, or have
any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to assignments to Defaulting Lenders or natural persons and none of the Borrower, the Letter of Credit Issuers or the Lenders will bring any
claim to such effect. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a
Defaulting Lender or a natural person or (y) have any liability with respect to or arising out of any assignment or participation of 

  
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Loans, or disclosure of confidential information, to any Defaulting Lender or a natural person. This Section 12.6(c) shall be interpreted and administered such that the
Loans and any participations are at all times maintained in “registered form” within the meaning of Sections 163(f), 165(g), 871(h)(2), 881(c)(2) and 4701 of the Code. 

(d) Any Lender may, without the consent of the Borrower, the Administrative Agent or any Letter of Credit Issuer, at any time pledge or assign
a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or another
central bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Lender as a party hereto. 
 (e) the Borrower, upon receipt of written notice from the
relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above. 

Section 12.7. Adjustments; Set-off; Payments Set Aside. (a) Except to the extent
that this Agreement or a court order expressly provides for payments to be allocated to a particular Lender, if any Lender (a “Benefitted Lender”) shall receive any payment of all or part of the Loan Document Obligations owing to it
(other than in connection with an assignment made pursuant to and in accordance with Section 12.6), or receive any collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section 10.1(f), or otherwise), in a greater proportion than any such payment to or collateral received by any
other Lender, if any, in respect of the Loan Document Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the Loan Document Obligations owing to
each such other Lender, or shall provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest. 
 (b) In addition to any rights and remedies of the Lenders and the Letter of Credit Issuers provided by
law, each Lender and each Letter of Credit Issuer shall have the right, without notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any Loan Document Obligations becoming due
and payable by the Borrower (whether at the stated maturity, by acceleration or otherwise), to apply to the payment of such Loan Document Obligations, by setoff or otherwise, any and all deposits (general or special, time or demand, provisional or
final, but excluding any tax accounts, trust accounts, withholding, fiduciary or payroll accounts), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or such Letter of Credit Issuer, as applicable, any Affiliate thereof or any of their respective branches or agencies to or for the credit or the account of the Borrower or any other
Loan Party; provided, that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to 

  
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the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Letter of Credit Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement
describing in reasonable detail the Loan Document Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Letter of Credit Issuer and their respective Affiliates under this Section
are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent
promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. Each Lender and Letter of Credit Issuer agrees promptly to notify the Borrower and the
Administrative Agent after any such application made by such Lender or such Letter of Credit Issuer, as applicable; provided that the failure to give such notice shall not affect the validity of such application. 

(c) To the extent that any payment by or on behalf of any Loan Party is made to the Administrative Agent, any Letter of Credit Issuer or any
Lender, or the Administrative Agent, the Letter of Credit Issuer or any Lender exercises its right of setoff, and such payment or any proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such Letter of Credit Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (i) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not
been made or such setoff had not occurred, and (ii) each Lender and each Letter of Credit Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or
repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the Letter of
Credit Issuers under clause (ii) of the preceding sentence shall survive Payment In Full and the termination of this Agreement. 

Section 12.8. Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of
separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by email or facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof. A set of the copies of this Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. 

Section 12.9. Severability. If any provision of this Agreement or the other Loan Documents is prohibited, illegal, invalid or
unenforceable in any jurisdiction, (a) such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction and (b) the parties shall endeavor in good faith negotiations to replace the prohibited, illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which 

  
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comes as close as possible to that of the prohibited, illegal, invalid or unenforceable provisions. Without limiting the foregoing provisions of this Section 12.9, if
and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, the Letter of Credit Issuers or the Swing
Line Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited. 
 Section 12.10.
Integration. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent or any Letter of Credit Issuer represent the entire agreement of the Loan Parties, the
Administrative Agent, the Letter of Credit Issuers and the Lenders with respect to the subject matter hereof and thereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the Administrative Agent, any Letter of Credit Issuer or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan
Documents. 
 Section 12.11. GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, THE RIGHTS AND OBLIGATIONS OF THE
PARTIES UNDER THIS AGREEMENT AND UNDER THE OTHER LOAN DOCUMENTS, AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
(EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (EXCLUDING THE
LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK). 

Section 12.12. Submission to Jurisdiction; Waivers. Each of the Borrower and the Company, on behalf of itself and the Guarantors,
the Administrative Agent, the Letter of Credit Issuers and the Lenders hereby irrevocably and unconditionally: 
 (a) submits for itself and
its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts
of the State of New York in New York County, the courts of the United States for the Southern District of New York, and appellate courts from any thereof; 

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the
venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; 

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail
(or any substantially similar form of mail), postage prepaid, to its address set forth in Section 12.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto; 

  
 154 








 (d) agrees that nothing herein shall affect the right to effect service of process in any other
manner permitted by law or shall limit the right of the Administrative Agent or any Letter of Credit Issuer or Lender to sue or bring an enforcement action relating to this Agreement or any other Loan Document, including any such action or
proceeding in connection with the exercise of remedies with respect to the Collateral, in any other jurisdiction; and 
 (e) 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. 

Section 12.13. No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby
(including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (i) (A)
the arranging and other services regarding this Agreement provided by the Administrative Agent, the Bookrunner, the Lead Arrangers and the Lenders are arm’s-length commercial transactions between
the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent, the Bookrunner, the Lead Arrangers and the Lenders, on the other hand, (B) each of the Borrower and the other Loan
Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Bookrunner, the Lead Arrangers and each Lender is and has been acting solely as a principal and, except as
expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and
(B) neither the Administrative Agent, the Bookrunner, any Lead Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent, the Bookrunner, the Lead Arrangers and the Lenders and their respective Affiliates may be engaged in a broad
range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, the Bookrunner, any Lead Arranger nor any Lender has any obligation to
disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. Each of the Borrower and the other Loan Parties hereby agrees that it will not claim that any of the Administrative Agent, the
Bookrunner, the Lead Arrangers, any Lender or any of their respective Affiliates has rendered advisory services of any nature or respect or owes any fiduciary duty to it (including your stockholders, employees or creditors) in connection with any
aspect of any transaction contemplated hereby. 
 Section 12.14. Interest Rate Limitation. Notwithstanding anything herein to
the contrary, if at any time the interest rate applicable to any Loan or L/C Participation, together with all fees, charges and other amounts that are treated as interest on such Loan or L/C Participation under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum  

  
 155 








 
Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan or L/C Participation in accordance with applicable law, the rate of interest
payable in respect of such Loan or L/C Participation 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 or L/C Participation 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 L/C Participations or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Rate to the date of repayment, shall have been received by such Lender. 

Section 12.15. Releases of Liens. Upon Payment in Full, the Collateral shall be released from the Liens created by the Collateral
Documents, and the Collateral Documents and all obligations (other than those expressly stated to survive such termination) of the Administrative Agent and each Loan Party under the Collateral Documents shall terminate, all without delivery of any
instrument or performance of any act by any Person, and the Administrative Agent shall execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination
or release. 
 Section 12.16. Confidentiality. Each of the Administrative Agent, each Letter of Credit Issuer and each Lender
agrees to keep confidential all non-public information provided to it by any Loan Party; provided that nothing herein shall prevent the Administrative Agent, any Letter of Credit Issuer or any Lender
from disclosing any such information (a) to the Administrative Agent, any other Letter of Credit Issuer, any other Lender or any Affiliate of any of the foregoing who are informed of the confidential nature of such information and agree to keep
such information confidential, (b) subject to an agreement to comply with the provisions of this Section, to any actual or prospective Transferee (other than any Person that the Borrower has affirmatively declined to provide its consent to the
assignment thereof) or any Person invited to be a Lender pursuant to Section 2.14 or any direct or indirect counterparty to any Swap Agreement (or any professional advisor to such counterparty), (c) to its employees,
directors, agents, attorneys, accountants and other professional advisors or those of any of its Affiliates who are informed of the confidential nature of such information and agree to keep such information confidential, (d) upon the request or
demand of any Governmental Authority, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with
any litigation or similar proceeding, (g) that has been publicly disclosed other than as a result of a breach of this Section or other confidentiality obligation owed by the Administrative Agent, the applicable Letter of Credit Issuer or the
applicable Lender, as the case may be, to any Loan Party or any of its Affiliates, (h) in connection with the exercise of any remedy hereunder or under any other Loan Document, (i) on a confidential basis to any rating agency in connection
with rating the Company, the Borrower or their Subsidiaries or the credit facilities provided hereunder, (j) to the CUSIP Service Bureau or any similar agency to the extent required in connection with the issuance and monitoring of CUSIP
numbers with respect to the Loans, (k) upon the request or demand of any regulatory or quasi-regulatory authority purporting to have jurisdiction over such Person or any of its Affiliates, (l) if agreed by the Borrower in its sole
discretion, to any other Person or (m) to market data collectors, similar services providers to the lending industry, and service providers to the Administrative Agent, the Letter of Credit Issuers and the Lenders to the extent necessary for
the administration and management of this Agreement and the other Loan Documents; provided 

  
 156 








 
that such disclosure under clause (m) is limited to the existence of this Agreement and information about this Agreement; provided that, except with respect to any audit or
examination by bank accountants or by any governmental bank regulatory authority or other Governmental Authority exercising examination or regulatory authority, each of the Administrative Agent, the Letter of Credit Issuers and the Lenders shall, to
the extent practicable and not prohibited by applicable law, use reasonable efforts to promptly notify the Borrower of disclosure pursuant to clauses (d), (e), (f) or (h), above. 

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. 

Each Letter of Credit Issuer and each Lender acknowledges that information furnished to it pursuant to this Agreement or the other Loan
Documents may include material non-public information concerning the Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance
procedures regarding the use of material non-public information and that it will handle such material non-public information in accordance with those procedures and
applicable law, including Federal and state securities laws. 
 All information, including requests for waivers and amendments, furnished by
the Borrower or the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material non-public
information about the Borrower and its Affiliates and their related parties or their respective securities. Accordingly, each Letter of Credit Issuer and each Lender represents to the Borrower and the Administrative Agent that it has identified in
its Administrative Questionnaire a credit contact who may receive information that may contain material non-public information in accordance with its compliance procedures and applicable law, including Federal
and state securities laws. 
 Section 12.17. WAIVERS OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT, THE LETTER OF CREDIT
ISSUERS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND FOR
ANY COUNTERCLAIM THEREIN (IN EACH CASE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 

  
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 Section 12.18. Patriot Act . Each Lender, each Letter of Credit Issuer and the
Administrative Agent (for itself and not on behalf of any Lender or Letter of Credit Issuer) hereby notifies the Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies
the Borrower and the other Loan Parties, which information includes the name and address of the Borrower and the other Loan Parties and other information that will allow such Lender, such Letter of Credit Issuer and the Administrative Agent to
identify the Borrower and the other Loan Parties in accordance with the Patriot Act, and the Borrower agrees to provide (and agrees to cause each other Loan Party to provide) such information from time to time to such Lender, such Letter of Credit
Issuer or the Administrative Agent, as applicable. 
 Section 12.19. Electronic Execution of Assignments and Certain Other
Documents. The words “execute,” “execution,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and the transactions contemplated
hereby (including without limitation Assignment and Assumptions, amendments or other modifications, Committed Loan Notices, Swing Line Loan Notices, waivers and consents) shall be deemed to include electronic signatures, the electronic matching of
assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything contained herein to the contrary the Administrative Agent is under no obligation to agree to
accept electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it. 

Section 12.20. ENTIRE AGREEMENT. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. 

Section 12.21. Acknowledgement and Consent to Bail-In of EEA Financial Institutions.
Solely to the extent any Lender or Letter of Credit Issuer that is an EEA Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding
among any such parties, each party hereto acknowledges that any liability of any Lender or Letter of Credit Issuer that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the
Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any Lender or Letter of Credit Issuer that is an EEA Financial Institution; and 

  
 158 








 (b) the effects of any Bail-In Action on any such
liability, including, if applicable: 
 (i) a reduction in full or in part or cancellation of any such liability; 

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such
liability under this Agreement or any other Loan Document; or 
 (iii) the variation of the terms of such liability in
connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority. 
 ARTICLE XIII 

CONTINUING GUARANTY 

Section 13.1. Guaranty. The Company hereby absolutely and unconditionally guarantees, as a guaranty of payment and performance and
not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all of the Obligations, whether for principal,
interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, of the Borrower to the Secured Parties, and whether arising hereunder or under any other Loan Document, any Secured Cash Management Agreement or any Secured Hedge
Agreement (including all renewals, extensions, amendments, refinancings and other modifications thereof and all reasonable, documented and invoiced out-of-pocket costs,
attorneys’ fees and expenses incurred by the Secured Parties in connection with the collection or enforcement thereof). The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in
any action or proceeding, and shall be binding upon the Company, and conclusive for the purpose of establishing the amount of the Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the
Obligations or any instrument or agreement evidencing any Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or
circumstance relating to the Obligations which might otherwise constitute a defense to the obligations of the Company under this Guaranty, and the Company hereby irrevocably waives any defenses it may now have or hereafter acquire in any way
relating to any or all of the foregoing. 
 Section 13.2. Rights of Secured Parties. The Company consents and agrees that the
Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the
time for payment or the terms of the Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Obligations;
(c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the Letter of Credit Issuer and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any
endorsers or other guarantors of any of the Obligations. Without limiting the generality of the foregoing, the Company consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Company
under this Guaranty or which, but for this provision, might operate as a discharge of the Company. 

  
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 Section 13.3. Certain Waivers. The Company waives (a) any defense arising by
reason of any disability or other defense of the Borrower or any other guarantor (other than defense of payment or performance), or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the
Borrower; (b) any defense based on any claim that the Company’s obligations exceed or are more burdensome than those of the Borrower; (c) the benefit of any statute of limitations affecting the Company’s liability hereunder;
(d) any right to proceed against the Borrower, proceed against or exhaust any security for the Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any
security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating
guarantors or sureties (other than defense of payment or performance). The Company expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of
protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional
Obligations. 
 Section 13.4. Obligations Independent. The obligations of the Company hereunder are those of primary obligor,
and not merely as surety, and are independent of the Obligations and the obligations of any other guarantor, and a separate action may be brought against the Company to enforce this Guaranty whether or not the Borrower or any other person or entity
is joined as a party. 
 Section 13.5. Subrogation . The Company shall not exercise any right of subrogation, contribution,
indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until this Guaranty is terminated as provided in Section 13.11. If any amounts are paid to the Company in violation of the
foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Obligations, whether matured or unmatured. 

Section 13.6. Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or
hereafter existing and shall remain in full force and effect as expressly provided in Section 13.11. Notwithstanding the foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if
any payment by or on behalf of the Borrower or the Company is made, or any of the Secured Parties exercises its right of setoff, in respect of the Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently
invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection
with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any
prior revocation, rescission, termination or reduction. The obligations of the Company under this paragraph shall survive termination of this Guaranty. 

  
 160 








 Section 13.7. Subordination. The Company hereby subordinates the payment of all
obligations and indebtedness of the Borrower owing to the Company, whether now existing or hereafter arising, including but not limited to any obligation of the Borrower to the Company as subrogee of the Secured Parties or resulting from the
Company’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations. If the Secured Parties so request, any such obligation or indebtedness of the Borrower to the Company shall be enforced and performance
received by the Company as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Obligations, but without reducing or affecting in any manner the liability of the Company under this
Guaranty. 
 Section 13.8. Stay of Acceleration. If acceleration of the time for payment of any of the Obligations is stayed, in
connection with any case commenced by or against the Company or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the Company immediately upon demand by the Secured Parties. 

Section 13.9. Condition of Borrower. The Company acknowledges and agrees that it has the sole responsibility for, and has adequate
means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as the Company requires, and that none of the Secured Parties has
any duty, and the Company is not relying on the Secured Parties at any time, to disclose to the Company any information relating to the business, operations or financial condition of the Borrower or any other guarantor (the Company waiving any duty
on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same). 

Section 13.10. Keepwell. The Company hereby jointly and severally absolutely, unconditionally and irrevocably with each other
Qualified ECP Guarantor hereby undertakes to provide such funds or other support as may be needed from time to time by each Guarantor that would otherwise not be an “eligible contract participant” as defined in the Commodity
Exchange Act to honor all of its obligations under this Agreement in respect of Secured Swap Obligations. The obligations of the Company under this Section 13.10 shall remain in full force and effect until the indefeasible
payment in full in cash of all the Obligations (other than Secured Cash Management Obligations, Secured Swap Obligations or contingent indemnification obligations and other contingent obligations, in each case, not then due or asserted). The Company
intends that this Section 13.10 constitute, and this Section 13.10 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party
for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act. 
 Section 13.11. Termination. 

(a) This Guarantee shall terminate upon Payment in Full. 

(b) In connection with any termination or release, the Administrative Agent shall execute and deliver to the Guarantor, at Guarantor’s
expense, all documents that Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 13.11 shall be without recourse to, or
representation or warranty by. the Administrative Agent. 
 [Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered by their proper and duly authorized officers as of the day and year first above written. 
  

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer
	
	AMERICOLD REALTY TRUST
		
	By:	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title:   Chief Financial Officer


 [Signature Page to Credit Agreement] 







 
			
	 BANK OF AMERICA, N.A.,
 as the
Administrative Agent

		
	By:	 	 /s/ Aamir Saleem

		 	 Name: Aamir Saleem
 Title: Vice
President




  
 [Signature Page to
Credit Agreement] 








 
			
	 BANK OF AMERICA, N.A.,
 as a Lender,
a Letter of Credit Issuer and the Swing Line Lender

		
	By:	 	 /s/ Asad A. Rafiq

		 	Name: Asad A. Rafiq
		 	Title: Vice President



  
 [Signature Page to
Credit Agreement] 








 
			
	 JPMORGAN CHASE BANK, N.A.,

as a Lender and a Letter of Credit Issuer

		
	By:	 	 /s/ Donald Shokrian

		 	Name: Donald Shokrian
		 	Title: Managing Director



  
 [Signature Page to
Credit Agreement] 








 
			
	 COOPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as a Lender

		
	By:	 	 /s/ Olivia Leong

		 	Name: Olivia Leong
		 	Title: Executive Director
		
	By:	 	 /s/ Bram Stevens

		 	Name: Bram Stevens
		 	Title: Managing Director



  
 [Signature Page to
Credit Agreement] 








 
			
	 ROYAL BANK OF CANADA,
 as a
Lender

		
	By:	 	 /s/ Brian Gross

		 	Name: Brian Gross
		 	Title: Authorized Signatory



  
 [Signature Page to
Credit Agreement] 








 
			
	 COMPASS BANK, AN ALABAMA BANKING CORPORATION,

as a Lender

		
	By:	 	 /s/ Don Byerly

		 	Name: Don Byerly
		 	Title: Senior Vice President



  
 [Signature Page to
Credit Agreement] 








 
			
	 CITIZENS BANK, NATIONAL ASSOCIATION,

as a Lender

		
	By:	 	 /s/ Michelle M. Dawson

		 	Name: Michelle M. Dawson
		 	Title: Vice President



  
 [Signature Page to
Credit Agreement] 








 
			
	 REGIONS BANK,
 as a
Lender

		
	By:	 	 /s/ Kyle D. Upton

		 	Name: Kyle D. Upton
		 	Title: Vice President



  
 [Signature Page to
Credit Agreement] 








 
			
	 SUNTRUST BANK,
 as a
Lender

		
	By:	 	 /s/ Ryan Almond

		 	Name: Ryan Almond
		 	Title: Director



  
 [Signature Page to
Credit Agreement] 








 
			
	 U.S. BANK NATIONAL ASSOCIATION,
 as
a Lender

		
	By:	 	 /s/ Lori Y. Jensen

		 	Name: Lori Y. Jensen
		 	Title: Senior Vice President



  
 [Signature Page to
Credit Agreement] 








 
			
	 BRANCH BANK AND TRUST COMPANY,
 as a
Lender

		
	By:	 	 /s/ Brad Bowen

		 	Name: Brad Bowen
		 	Title: Senior Vice President



  
 [Signature Page to
Credit Agreement] 








 
			
	 GOLDMAN SACHS LENDING PARTNERS LLC,

as a Lender

		
	By:	 	 /s/ Annie Carr

		 	Name: Annie Carr
		 	Title: Authorized Signatory



  
 [Signature Page to
Credit Agreement] 








 
			
	 ZB, N.A. dba NATIONAL BANK OF ARIZONA,

as a Lender

		
	By:	 	 /s/ Eric Damko

		 	Name: Eric Damko
		 	Title: Vice President



  
 [Signature Page to
Credit Agreement] 








 Schedule 1.1A 

Commitments, Applicable Percentages and Sublimits 

Revolving Credit Commitments 
  

													
	 Lender
	  	Commitment	 	  	Applicable
Percentage/Revolving
Credit Commitment
Percentage	 	 	Letter of Credit
Sublimit	 
	 Bank of America, N.A.
	  	$	45,500,000.00	 	  	 	11.375000000	% 	 	$	40,000,000.00	 
	 JPMorgan Chase Bank, N.A.
	  	$	43,500,000.00	 	  	 	10.875000000	% 	 	$	40,000,000.00	 
	 Cooperatieve Rabobank U.A., New York Branch
	  	$	43,500,000.00	 	  	 	10.875000000	% 	 	$	0.00	 
	 Royal Bank of Canada
	  	$	43,500,000.00	 	  	 	10.875000000	% 	 	$	0.00	 
	 Compass Bank, an Alabama Banking Corporation
	  	$	34,500,000.00	 	  	 	8.625000000	% 	 	$	0.00	 
	 Citizens Bank, National Association
	  	$	34,500,000.00	 	  	 	8.625000000	% 	 	$	0.00	 
	 Regions Bank
	  	$	34,500,000.00	 	  	 	8.625000000	% 	 	$	0.00	 
	 SunTrust Bank
	  	$	34,500,000.00	 	  	 	8.625000000	% 	 	$	0.00	 
	 U.S. Bank National Association
	  	$	26,000,000.00	 	  	 	6.500000000	% 	 	$	0.00	 
	 Branch Bank and Trust Company
	  	$	20,000,000.00	 	  	 	5.000000000	 	 	$	0.00	 
	 Goldman Sachs Lending Partners LLC
	  	$	20,000,000.00	 	  	 	5.000000000	 	 	$	0.00	 
	 National Bank of Arizona
	  	$	20,000,000.00	 	  	 	5.000000000	 	 	$	0.00	 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 
	 Total
	  	$	400,000,000.00	 	  	 	100.000000000	% 	 	$	80,000,000.00	 
		  	  
	  
	 	  	  
	  
	 	 	  
	  
	 


  
 Schedule 1.1A 

Commitments, Applicable Percentages and Sublimits 








 Term Commitments 

 

									
	 Lender
	  	Commitment	 	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	64,500,000.00	 	  	 	12.285714286	% 
	 JPMorgan Chase Bank, N.A.
	  	$	56,500,000.00	 	  	 	10.761904762	% 
	 Cooperatieve Rabobank U.A., New York Branch
	  	$	56,500,000.00	 	  	 	10.761904762	% 
	 Royal Bank of Canada
	  	$	56,500,000.00	 	  	 	10.761904762	% 
	 Compass Bank, an Alabama Banking Corporation
	  	$	45,500,000.00	 	  	 	8.666666667	% 
	 Citizens Bank, National Association
	  	$	45,500,000.00	 	  	 	8.666666667	% 
	 Regions Bank
	  	$	45,500,000.00	 	  	 	8.666666667	% 
	 SunTrust Bank
	  	$	45,500,000.00	 	  	 	8.666666667	% 
	 U.S. Bank National Association
	  	$	34,000,000.00	 	  	 	6.476190476	% 
	 Branch Bank and Trust Company
	  	$	25,000,000.00	 	  	 	4.761904761	% 
	 Goldman Sachs Lending Partners LLC
	  	$	25,000,000.00	 	  	 	4.761904761	% 
	 National Bank of Arizona
	  	$	25,000,000.00	 	  	 	4.761904761	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	525,000,000.00	 	  	 	100.000000000	% 
		  	  
	  
	 	  	  
	  
	 


  
 Schedule 1.1A 

Commitments, Applicable Percentages and Sublimits 








 Schedule 1.1B 

Qualified Assets 
  

					
	 Eligible Owned Asset
	  	 Owner
	  	 Address

	 Ontario (OR)
	  	 Americold Realty, Inc.
	  	 589 N.E. First Street

Ontario, OR 97914

			
	 Amarillo
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 10300 SE 3rd Avenue

Amarillo, TX 79120

			
	 Atlanta (Gateway)
	  	 AmeriCold Real Estate, L.P.
	  	 6150 Xavier Drive SW

Atlanta, GA 30336

			
	 Atlanta (Westgate)
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 1740 Westgate Pkwy

GA 30336

			
	 Babcock
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 1524 Necedah Road

Babcock WI 54413

			
	 Boston
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 100 Widett Circle

Boston MA 02118

			
	 Clearfield
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 755 East 1700 South Street

Clearfield, UT 84106

			
	 Connell
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 720 West Juniper Street

Connell, WA 99326

			
	 Fort Smith
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 1634 Midland Boulevard

Fort Smith, AR 72902

			
	 Leesport
	  	 AmeriCold Real Estate, L.P.
	  	 41 Orchard Lane

Leesport, PA 19533

			
	 Murfreesboro
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 2641 Stephenson Drive

Murfreesboro, TN 37127

			
	 Nampa
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 231 Second Road North

Nampa, ID 83687

			
	 Portland
	  	 AmeriCold Real Estate, L.P.
	  	 165 Read Street

Portland, ME 04103

			
	 Russellville (Valley)
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 203 Industrial Boulevard

Russellville, AR 72801

			
	 Sebree
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 1541 U.S. Highway 41 North

Sebree, KY 42455

			
	 Strasburg
	  	 ART Mortgage Borrower Propco

2006-2 L.P.
	  	 545 Radio Station Road

Strasburg, VA 22657

			
	 Syracuse (bldg 1, 2, 3)
	  	 ART Mortgage Borrower Propco

2006-2-L.P.
	  	 264 Farrell Road

Syracuse, NY 13209

			
	 Thomasville
	  	 ART Mortgage Borrower Propco

2006-2 L.P.    
	  	 121 Roseway Drive

Thomasville, GA 31792



  
 Schedule 1.1B 

Qualified Assets 









					
	 Eligible Owned Asset
	  	 Owner
	  	 Address

	Turlock (1, 5th Street)	  	 ART Mortgage Borrower Propco
 2006-2 L.P.
	  	 660 Fifth Street
 Turlock, CA
95380

			
	Walla Walla	  	 ART Mortgage Borrower Propco
 2006-2 L.P.
	  	 1115 West Rose Street
 Walla Walla, WA
99362

			
	West Memphis	  	 ART Mortgage Borrower Propco
 2006-2 L.P.
	  	 1651 South Airport Road
 West Memphis, AR
72301

			
	Wichita	  	 ART Mortgage Borrower Propco
 2006-2 L.P.
	  	 2707 North Mead
 Wichita, KS 67219

			
	Woodburn	  	 ART Mortgage Borrower Propco
 2006-2 L.P.
	  	 1440 Silverton Road
 Woodburn, OR
97071

			
	Phoenix 2	  	Americold Propco Phoenix Van Buren LLC	  	 7600 W Van Buren Street
 Phoenix, AZ
85043

			
	Atlanta (Tradewater)	  	Americold Acquisition, LLC	  	 6500 Tradewater Pkwy
 Atlanta, GA
30336

			
	Atlanta East Point	  	AmeriCold Real Estate, L.P.	  	 1239 Oakleigh Drive
 East Point , Georgia
30344

			
	Atlanta Skygate	  	ART Mortgage Borrower Propco 2006-1B L.P.	  	 500 John F Varly Ct
 Atlanta, Georgia
30336

			
	Atlanta Southgate	  	ART Mortgage Borrower Propco 2006-1B L.P.	  	 1845 Westgate Pkwy
 Atlanta, Georgia
30336

			
	Augusta	  	ART Mortgage Borrower Propco 2006-1B L.P.	  	 533 Laney-Walker Blvd Extension
 Augusta,
Georgia 30901

			
	Carthage	  	ART Mortgage Borrower Propco 2006-1A L.P.	  	 1331 Civil War Road
 Carthage, Missouri
64836

			
	East Dubuque	  	ART Mortgage Borrower Propco 2006-1C L.P.	  	 18531 U.S Route 20 West
 East Dubugue, Illinois
61025

			
	Fort Dodge	  	ART Mortgage Borrower Propco 2006-1B L.P.	  	 3543 Maple Drive
 Fort Dodge, Iowa
50501

			
	Fort Worth Railhead	  	ART Mortgage Borrower Propco 2006-1A L.P.	  	 200 Railhead Dr
 Fort Worth, Texas
76106

			
	Garden City	  	ART Mortgage Borrower Propco 2006-1A L.P.	  	 2007 West Mary Street
 Garden City, Kansas
67846

			
	Hatfield	  	AmeriCold Real Estate, L.P.	  	 2525 Bergery Road
 Hatfield, Pennsylvania
19440

			
	Indianapolis	  	ART Mortgage Borrower Propco 2006-1B L.P.	  	 3320 S. Arlington Avenue
 Indianapolis, Indiana
46203

			
	Milwaukie	  	ART Mortgage Borrower Propco 2006-1C L.P.	  	 9501 S.E McLoughlin Boulevard
 Milwaukie, Oregon
97269



  
 Schedule 1.1B 

Qualified Assets 









					
	 Eligible Owned Asset
	  	 Owner
	  	 Address

	Pasco	  	 ART Mortgage Borrower Propco
 2006-1C L.P.
	  	 5805 Industrial Way
 Pasco, Washington
99301

			
	Rochelle Americold Drive	  	AmeriCold Real Estate, L.P.	  	 1010 Americold Drive
 Rochelle, Illinois
61068

			
	San Antonio FM 78	  	Americold San Antonio Propco, LLC	  	 5711 FM 78
 San Antonio, Texas
78218

			
	Wallula	  	ART Mortgage Borrower Propco 2006-1C L.P.	  	 14060 Dodd Road
 Wallula, Washington
99363


  

					
	 Eligible Ground Leased Asset
	  	 Lessor
	  	 Address

	Burley	  	AmeriCold Real Estate, L.P.	  	 280 West Highway 30
 Burley, ID
83318

			
	Tacoma	  	VCD Pledge Holdings, LLC	  	 1301 26th Avenue East
 Tacoma, WA
98424

			
	Tampa (Bartow)	  	ART Mortgage Borrower, L.P.	  	 Highway 17
 Bartow, FL 33831

			
	Grand Island	  	AmeriCold Real Estate, L.P.	  	 204 East Roberts Street
 Grand Island, NE
68802


  

					
	 Eligible Capital Leased Asset
	  	 Lessor
	  	 Address

	Dallas (Catron)	  	Versacold Texas, L.P.	  	 5210 Catron Drive,
 Dallas TX
75227

			
	Salt Lake City	  	AmeriCold Real Estate, L.P.	  	 1646 South 4490 West
 Salt Lake City, UT
84104

			
	Belvidere (Imron)	  	Versacold USA, Inc.	  	 6765 Imron Drive
 Belvidere, IL
61008

			
	Brooklyn Park	  	Versacold USA, Inc.	  	 7130 Winnetka Avenue North
 Brooklyn Park, MN
55428

			
	Cartersville	  	Versacold USA, Inc.	  	 215 Industrial Park Road
 Cartersville, GA
30121

			
	Douglas	  	Versacold USA, Inc.	  	 2006 Industrial Boulevard
 Douglas, GA
31533

			
	Gaffney	  	Versacold USA, Inc.	  	 2130 Old Georgia Highway
 Gaffney, SC
29340

			
	Gainesville	  	Versacold USA, Inc.	  	 1680 Candler Road
 Gainesville, GA
30507

			
	New Ulm	  	Versacold USA, Inc.	  	 17113 County Road 29
 New Ulm, MN
56073



  
 Schedule 1.1B 

Qualified Assets 









					
	 Eligible Capital Leased Asset
	  	 Lessor
	  	 Address

	Pendergrass	  	Versacold USA, Inc.	  	 86 Jackson Concourse
 Pendergrass, GA
30567

			
	Piedmont	  	Versacold USA, Inc.	  	 1619 Antioch Church Road
 Piedmont, SC
29673

			
	St. Paul	  	Versacold USA, Inc.	  	 240 Chester Street
 Saint Paul, MN
55107

			
	Zumbrota	  	Versacold USA, Inc.	  	 1000 Artic Avenue
 Zumbrota, MN
55992

			
	Ontario, CA (Malaga Place)	  	AmeriCold Real Estate, L.P.	  	 700 Malaga Place
 Ontario, CA
91761


  

					
	 Eligible Operating Leased Asset
	  	 Lessor
	  	 Address

	Denver	  	AmeriCold Real Estate, L.P.	  	 4475 East 50th Avenue
 Denver, CO
80216

			
	City of Industry	  	VCD Pledge Holdings, LLC	  	 14890 East Proctor
 City of Industry, CA
91746

			
	Vernon 3	  	VCD Pledge Holdings, LLC	  	 4224 District Boulevard
 Vernon, CA
90058

			
	Heyburn	  	AmeriCold Real Estate, L.P.	  	 1110 “O” Street
 Heyburn, ID
83336

			
	Massilon (Erie Ave.)	  	Americold Realty Operating Partnership L.P.	  	 4676 Erie Avenue SW
 Navarre, OH
44662

			
	Green Bay	  	Versacold Logistics, LLC	  	 1731 Morrow Street
 Green Bay, WI
54302

			
	Belvidere (Landmark)	  	Versacold USA, Inc.	  	 977 Landmark Drive
 Belvidere, IL
61008


 Eligible Managed Segment 

The business of the Qualified Asset Guarantors listed below used for the operations of the Company’s managed segment in Crete, NE; Atlanta, GA; Denver,
CO; Phoenix, AZ; and Roanoke, VA: 
 Atlas Logistics Group Retail Services (Atlanta), LLC 

Atlas Logistics Group Retail Services (Denver), LLC 
 Atlas
Logistics Group Retail Services (Phoenix), LLC 
 Atlas Logistics Group Retail Services (Roanoke), LLC 

Americold Nebraska Leasing LLC 

  
 Schedule 1.1B 

Qualified Assets 








 Schedule 3.1A 

Existing Letters of Credit 
  

	
	 Americold Realty Trust and Subsidiaries

	 Outstanding Letters of Credit on the Closing Date

	
	 L/C Issuer: JPMorgan Chase Bank, N.A.


  

													
	 Beneficiary
	 	 Reason
	 	 L/C Number
	 	 Applicant
	 	 Maturity Date
	 	Outstanding
Amount and
Currency	 
	The Travelers Indemnity Company	 	Workers comp	 	CPCS-901616	 	ART Icecap Holdings, LLC for the benefit of Versacold Logistics Services U.S. LLC	 	11/30/18	 	$	3,700,000	 
	Exelon Energy Company	 	Security for power	 	CPCS-901612	 	Versacold USA, Inc.	 	03/31/18	 	$	30,000	 
	Liberty Mutual Insurance Company	 	Workers comp	 	CPCS-896733	 	Americold Logistics, LLC	 	12/06/18	 	$	1,685,000	 
	The Travelers Indemnity Company	 	Workers comp	 	CPCS-896721	 	Americold Logistics, LLC on behalf of Americold Realty Trust	 	07/07/18	 	$	255,000	 
	Insurance Company of North America	 	Workers comp	 	CPCS-896718	 	Americold Logistics, LLC	 	11/17/18	 	$	25,000	 
	Hartford Fire Insurance Company	 	Workers comp	 	CPCS-896719	 	Americold Realty Trust	 	10/01/18	 	$	27,996,000	 
	Alabama Power	 	Security for power at Mobile site	 	CPCS-353615	 	Americold Logistics, LLC	 	02/17/18	 	$	60,000	 
	Texas Health and Human Services Commission	 	Security for cold storage contract	 	TFTS-967694	 	Americold Realty Operating Partnership, L.P.	 	09/30/18	 	$	50,000	 

  

  
 Schedule 3.1A 

Existing Letters of Credit 








 Schedule 6.13 

Subsidiaries 
  

									
	 Subsidiary
	  	Jurisdiction of
Incorporation	  	 Owner
	  	Percentage of
Ownership	 	Excluded
Subsidiary
(Yes or No)
	 Americold 2010 LLC
	  	Delaware	  	Americold MFL 2010 LLC	  	100%	 	Yes
	 Americold Acquisition Partnership GP LLC
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	Yes
	 Americold Acquisition, LLC
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	No
	 Americold Australia PTY Ltd.
	  	Australia	  	Icicle Australia Property PTY Limited	  	100%	 	Yes
	 Americold Australian Holdings PTY Ltd.
	  	Australia	  	Icecap Property AU LLC	  	100%	 	Yes
	 Americold Australian Logistics PTY Ltd.
	  	Australia	  	Americold Logistics Limited	  	100%	 	Yes
	 Americold Clearfield Opco, LLC
	  	Delaware	  	Americold Logistics, LLC	  	100%	 	Yes
	 Americold Clearfield Propco, LLC
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	Yes
	 Americold Food Logistics PTY Ltd.
	  	Australia	  	Americold Logistics Limited	  	100%	 	Yes
	 Americold Investments PTY Ltd.
	  	Australia	  	Americold Australia PTY LTD	  	100%	 	Yes
	 Americold Logistics Hong Kong Limited
	  	China	  	ART AL Holding LLC	  	100%	 	Yes
	 Americold Logistics Limited
	  	Australia	  	Americold Australia PTY LTD	  	100%	 	Yes
	 Americold Logistics Services NZ Ltd.
	  	New Zealand	  	Americold NZ Limited	  	100%	 	Yes
	 AmeriCold Logistics, LLC
	  	Delaware	  	ART AL Holding LLC	  	100%	 	No
	 Americold Middleboro Opco, LLC
	  	Delaware	  	Americold Logistics, LLC	  	100%	 	Yes
	 Americold Middleboro Propco, LLC
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	Yes
	 Americold MFL 2010 LLC
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	Yes
	 Americold Nebraska Leasing LLC
	  	Nebraska	  	AmeriCold Logistics, LLC	  	100%	 	No
	 Americold NZ Limited
	  	New Zealand	  	Icicle NZ Property Limited	  	100%	 	Yes
	 Americold Propco Phoenix Van Buren LLC
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	No
	 Americold Property PTY Ltd.
	  	Australia	  	Americold Australian Holdings PTY Ltd.	  	100%	 	Yes
	 AmeriCold Real Estate, L.P.
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	99% LP	 	No
	 AmeriCold Real Estate, L.P.
	  	Delaware	  	Americold Realty, Inc.	  	1% GP	 	No
	 Americold Realty Hong Kong Limited
	  	China	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	Yes
	 Americold Realty Operating Partnership, L.P.
	  	Delaware	  	Americold Realty Trust	  	99% GP	 	No
	 Americold Realty Operating Partnership, L.P.
	  	Delaware	  	Americold Realty Operations, Inc.	  	1% LP	 	No
	 Americold Realty, Inc.
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	No
	 Americold Realty Operations, Inc.
	  	Delaware	  	Americold Realty Trust	  	100%	 	N/A

 Schedule 6.13 

Subsidiaries 








									
	 Subsidiary
	  	 Jurisdiction of

Incorporation
	  	 Owner
	  	 Percentage of
Ownership
	  	
Excluded
Subsidiary
(Yes or No)

	 Americold San Antonio Propco LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 Americold Storage NB PTY Ltd.
	  	 Australia
	  	 Americold Logistics Limited
	  	 100%
	  	 Yes

	 Americold Transportation, LLC
	  	 Delaware
	  	 ART Mortgage Borrower Opco 2010 – 5 LLC
	  	 100%
	  	 Yes

	 Americold Transportation Services, LLC
	  	 Delaware
	  	 ART AL Holding LLC
	  	 100%
	  	 No

	 AMLOG Canada Inc.
	  	 Canada
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 Yes

	 ART AL Holding LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART First Mezzanine Borrower GP LLC
	  	 Delaware
	  	 ART Second Mezzanine Borrower, L.P.
	  	 100%
	  	 No

	 ART First Mezzanine Borrower Opco 2006-2 L.P.
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 99.9% LP
	  	 No

	 ART First Mezzanine Borrower Opco 2006-2 L.P.
	  	 Delaware
	  	 ART FIRST MEZZANINE BORROWER OPCO GP 2006-2 LLC
	  	 0.1% GP
	  	 No

	 ART First Mezzanine Borrower Opco 2006-3 L.P.
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 99.9% LP
	  	 Yes

	 ART First Mezzanine Borrower Opco 2006-3 L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower Opco GP 2006-3 LLC
	  	 0.1% GP
	  	 Yes

	 ART FIRST MEZZANINE BORROWER OPCO GP 2006-2 LLC
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 No

	 ART First Mezzanine Borrower Opco GP 2006-3 LLC
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 Yes

	 ART First Mezzanine Borrower Propco 2006-2 L.P.
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 99.9% LP
	  	 No

	 ART First Mezzanine Borrower Propco 2006-2 L.P.
	  	 Delaware
	  	 ART FIRST MEZZANINE BORROWER PROPCO GP 2006-2 LLC
	  	 0.1% GP
	  	 No

	 ART First Mezzanine Borrower Propco 2006-3 L.P.
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 99.9% LP
	  	 Yes

	 ART First Mezzanine Borrower Propco 2006-3 L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower Propco GP 2006-3 LLC
	  	 0.1% GP
	  	 Yes

	 ART FIRST MEZZANINE BORROWER PROPCO GP 2006-2 LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART First Mezzanine Borrower Propco GP 2006-3 LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P
	  	 100%
	  	 Yes

	 ART First Mezzanine Borrower, L.P.
	  	 Delaware
	  	 ART Second Mezzanine Borrower, L.P.
	  	 99.9% LP
	  	 No

	 ART First Mezzanine Borrower, L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower GP LLC
	  	 0.1% GP
	  	 No

	 ART Icecap Holdings LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART Leasing LLC
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 Yes


 Schedule 6.13 

Subsidiaries 








									
	 Subsidiary
	  	 Jurisdiction of

Incorporation
	  	 Owner
	  	 Percentage of
Ownership
	  	
Excluded
Subsidiary
(Yes or No)

	 ART Manager L.L.C.
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART Mezzanine Borrower Opco 2013 LLC
	  	 Delaware
	  	 ART Second Mezzanine Borrower Opco 2013 LLC
	  	 100%
	  	 Yes

	 ART Mezzanine Borrower Propco 2013 LLC
	  	 Delaware
	  	 ART Second Mezzanine Borrower Propco 2013 LLC
	  	 100%
	  	 Yes

	 ART Mortgage Borrower GP LLC
	  	 Delaware
	  	 ART First Mezzanine Borrower, L.P.
	  	 100%
	  	 No

	 ART Mortgage Borrower Opco 2006-1A L.P.
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower Opco 2006-1A L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Opco GP 2006-1A LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Opco 2006-1B L.P.
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower Opco 2006-1B L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Opco GP 2006-1B LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Opco 2006-1C L.P.
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower Opco 2006-1C L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Opco GP 2006-1C LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Opco 2006-2 L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower Opco 2006-2 L.P.
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower Opco 2006-2 L.P.
	  	 Delaware
	  	 ART MORTGAGE BORROWER OPCO GP 2006-2 LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Opco 2006-3 L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower Opco 2006-3 L.P.
	  	 99.9% LP
	  	 Yes

	 ART Mortgage Borrower Opco 2006-3 L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Opco GP 2006-3 LLC
	  	 0.1% GP
	  	 Yes

	 ART Mortgage Borrower Opco 2010 -4 LLC
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Opco 2010 -5 LLC
	  	 Delaware
	  	 Versacold Atlas Logistics Services USA LLC
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Opco 2010 -6 LLC
	  	 Delaware
	  	 Versacold Texas, L.P.
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Opco 2013 LLC
	  	 Delaware
	  	 ART Mezzanine Borrower Opco 2013 LLC
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Opco GP 2006-1A LLC
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 No

	 ART Mortgage Borrower Opco GP 2006-1B LLC
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 No

	 ART Mortgage Borrower Opco GP 2006-1C LLC
	  	 Delaware
	  	 AmeriCold Logistics, LLC
	  	 100%
	  	 No

	 ART MORTGAGE BORROWER OPCO GP 2006-2 LLC
	  	 Delaware
	  	 ART First Mezzanine Borrower Opco 2006-2 L.P.
	  	 100%
	  	 No

	 ART Mortgage Borrower Opco GP 2006-3 LLC
	  	 Delaware
	  	 ART First Mezzanine Borrower Opco 2006-3 L.P.
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Propco 2006-1A L.P.
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 99.9% LP
	  	 No


 Schedule 6.13 

Subsidiaries 








									
	 Subsidiary
	  	 Jurisdiction of

Incorporation
	  	 Owner
	  	 Percentage of
Ownership
	  	
Excluded
Subsidiary
(Yes or No)

	 ART Mortgage Borrower Propco 2006-1A L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Propco GP 2006-1A LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Propco 2006-1B L.P.
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower Propco 2006-1B L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Propco GP 2006-1B LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Propco 2006-1C L.P.
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower Propco 2006-1C L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Propco GP 2006-1C LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Propco 2006-2 L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower Propco 2006-2 L.P.
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower Propco 2006-2 L.P.
	  	 Delaware
	  	 ART MORTGAGE BORROWER PROPCO GP 2006-2 LLC
	  	 0.1% GP
	  	 No

	 ART Mortgage Borrower Propco 2006-3 L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower Propco 2006-3 L.P.
	  	 99.9% LP
	  	 Yes

	 ART Mortgage Borrower Propco 2006-3 L.P.
	  	 Delaware
	  	 ART Mortgage Borrower Propco GP 2006-3 LLC
	  	 0.1% GP
	  	 Yes

	 ART Mortgage Borrower Propco 2010 -4 LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Propco 2010 -5 LLC
	  	 Delaware
	  	 Versacold Logistics, LLC
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Propco 2010 -6 LLC
	  	 Delaware
	  	 Versacold Texas, L.P.
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Propco 2013 LLC
	  	 Delaware
	  	 ART Mezzanine Borrower Propco 2013 LLC
	  	 100%
	  	 Yes

	 ART Mortgage Borrower Propco GP 2006-1A LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART Mortgage Borrower Propco GP 2006-1B LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART Mortgage Borrower Propco GP 2006-1C LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P
	  	 100%
	  	 No

	 ART MORTGAGE BORROWER PROPCO GP 2006-2 LLC
	  	 Delaware
	  	 ART First Mezzanine Borrower Propco 2006-2 L.P.
	  	 100%
	  	 No

	 ART Mortgage Borrower Propco GP 2006-3 LLC
	  	 Delaware
	  	 ART First Mezzanine Borrower Propco 2006-3 L.P.
	  	 100%
	  	 Yes

	 ART Mortgage Borrower, L.P.
	  	 Delaware
	  	 ART First Mezzanine Borrower, L.P.
	  	 99.9% LP
	  	 No

	 ART Mortgage Borrower, L.P.
	  	 Delaware
	  	 ART Mortgage Borrower GP LLC
	  	 0.1% GP
	  	 No

	 ART QUARRY TRS LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART Second Mezzanine Borrower GP LLC
	  	 Delaware
	  	 Americold Realty

Operating Partnership, L.P.
	  	 100%
	  	 No

	 ART Second Mezzanine Borrower Opco 2013 LLC
	  	 Delaware
	  	 ART Third Mezzanine Borrower Opco 2013 LLC
	  	 100%
	  	 Yes


 Schedule 6.13 

Subsidiaries 








									
	 Subsidiary
	  	Jurisdiction of
Incorporation	  	 Owner
	  	Percentage of
Ownership	 	Excluded
Subsidiary
(Yes or No)
	 ART Second Mezzanine Borrower Propco 2013 LLC
	  	Delaware	  	ART Third Mezzanine Borrower Propco 2013 LLC	  	100%	 	Yes
	 ART Second Mezzanine Borrower, L.P.
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	99.9%
LP	 	No
	 ART Second Mezzanine Borrower, L.P.
	  	Delaware	  	ART Second Mezzanine Borrower GP LLC	  	0.1%
GP	 	No
	 ART Third Mezzanine Borrower Opco 2013 LLC
	  	Delaware	  	AmeriCold Logistics, LLC	  	100%	 	Yes
	 ART Third Mezzanine Borrower Propco 2013 LLC
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	100%	 	Yes
	 Atlas Cold Storage Logistics LLC
	  	Minnesota	  	Versacold Atlas Logistics Services USA LLC	  	100%	 	No
	 Atlas Logistics Group Retail Services (Atlanta) LLC
	  	Delaware	  	Atlas Cold Storage Logistics LLC	  	100%	 	No
	 Atlas Logistics Group Retail Services (Denver) LLC
	  	Minnesota	  	Atlas Cold Storage Logistics LLC	  	100%	 	No
	 Atlas Logistics Group Retail Services (Phoenix) LLC
	  	Delaware	  	Atlas Cold Storage Logistics LLC	  	100%	 	No
	 Atlas Logistics Group Retail Services (Roanoke) LLC
	  	Delaware	  	Atlas Cold Storage Logistics LLC	  	100%	 	No
	 Atlas Logistics Group Retail Services (Shelbyville) LLC
	  	Delaware	  	Atlas Cold Storage Logistics LLC	  	100%	 	Yes
	 Cold Logic ULC
	  	British
Columbia,
Canada	  	AMLOG Canada Inc.	  	100%	 	Yes
	 Distribution Development, L.L.C.
	  	South
Dakota	  	AmeriCold Logistics, LLC	  	50%	 	Yes
	 Icecap Properties AU LLC
	  	Delaware	  	ART Icecap Holdings LLC	  	100%	 	Yes
	 Icecap Properties NZ Holdings LLC
	  	Delaware	  	ART Icecap Holdings LLC	  	100%	 	Yes
	 Icecap Properties NZ Limited LLC
	  	New
Zealand	  	 Icecap Properties NZ
 Holdings LLC
	  	100%	 	Yes
	 Inland Quarries, L.L.C.
	  	Delaware	  	ART QUARRY TRS LLC	  	100%	 	Yes
	 KC Underground, L.L.C.
	  	Delaware	  	AmeriCold Logistics, LLC	  	100%	 	No
	 URS Real Estate, L.P.
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P.
	  	99%
LP	 	Yes
	 URS Real Estate, L.P.
	  	Delaware	  	URS Realty, Inc.	  	1%
GP	 	Yes
	 URS Realty, Inc.
	  	Delaware	  	 Americold Realty
 Operating Partnership,
L.P
	  	100%	 	Yes
	 VCD Pledge Holdings, LLC
	  	Delaware	  	Versacold USA, Inc.	  	100%	 	No
	 Versacold Atlas Logistics Services USA LLC
	  	Delaware	  	ART AL Holding LLC	  	100%	 	No
	 Versacold Logistics Argentina SA
	  	Argentina	  	Americold Logistics Limited	  	90%	 	Yes
	 Versacold Logistics Argentina SA
	  	Argentina	  	Americold Storage NB PTY Ltd.	  	10%	 	Yes
	 Versacold Logistics, LLC
	  	Delaware	  	Versacold USA, Inc.	  	100%	 	No

 Schedule 6.13 

Subsidiaries 








									
	 Subsidiary
	  	Jurisdiction of
Incorporation	  	 Owner
	  	Percentage of
Ownership	 	Excluded
Subsidiary
(Yes or No)
	 Versacold Midwest LLC
	  	Delaware	  	Versacold Atlas Logistics Services USA LLC	  	100%	 	No
	 Versacold Northeast Logistics, LLC
	  	Massachusetts	  	ART AL Holding LLC	  	100%	 	No
	 Versacold Northeast, Inc.
	  	Massachusetts	  	ART AL Holding LLC	  	100%	 	No
	 Versacold Texas, L.P.
	  	Texas	  	Versacold USA, Inc.	  	99%
LP	 	No
	 Versacold Texas, L.P.
	  	Texas	  	ART AL Holding LLC	  	1% GP	 	No
	 Versacold USA, Inc.
	  	Minnesota	  	ART Icecap Holdings LLC	  	100%	 	No

 Schedule 6.13 

Subsidiaries 







 Schedule 9.6 

Transactions with Affiliates 
  

	 	•	 	Contribution Agreement dated as of February 27, 2015 by and among YF ART Holdings, L.P., YF ART Holdings GP, LLC, Americold Realty Trust, CF Cold LP and Yucaipa American Alliance Fund II, L.P. 


 

	 	•	 	Common Shares Purchase Warrant Issued as of December 10, 2009 by Americold Realty Trust to YF ART Holdings, L.P. 

  

	 	•	 	Shareholders Agreement, to be dated on or about the date of the REIT IPO, by and among Americold Realty Trust, YF ART Holdings, L.P., certain affiliates of Goldman Sachs & Co. identified therein, CF Cold L.P.,
Charm Progress Investment Limited and the other parties thereto. 

  

	 	•	 	Equity Investor Agreement, to be dated on or about the date of the REIT IPO, by and among YF ART Holdings ,L.P., GS Capital Partners VI Fund, L.P., GS Capital Partners VI Parallel, L.P., GSCP VI Offshore Icecap
Investment, L.P., GSCP VI Gmbh Icecap Investment, L.P., Icecap2 Holdings, L.P., Charm Progress Investment Limited and Americold Realty Trust. 

  

	 	•	 	Those certain Registration Rights Agreements, to be dated on or about the date of the REIT IPO, by and among the Company and certain of its significant shareholders, including, without limitation, affiliates of The
Yucaipa Companies LLC, Fortress Investment Group LLC and Goldman Sachs & Co. 

 Schedule 9.6 

Transactions with Affiliates 







 Schedule 12.2 

Administrative Agent’s Office; Certain Addresses for Notices 

BORROWER: 
 Americold Realty Operating Partnership, L.P.

 10 Glenlake Parkway, South Tower, Suite 600 
 Atlanta, GA
30328 
 Attention: Legal Department 
 Telephone: (678) 441-1479 
 Facsimile: (678) 387-4744 

Electronic Mail: legal@americold.com 
 Website Address:
www.americold.com 
 Taxpayer Identification Number: 01-0958815 

ADMINISTRATIVE AGENT: 
 Administrative Agent’s
Office 
 (for payments and Requests for Credit Extensions): 

Bank of America, N.A. 
 2380 Performance Drive—Bldg. C 

Mail Code: TX2-984-03-23 

Richardson, TX 75082 
 Attention: Katlyn Tran 

Telephone: 469-201-4056 

Facsimile: 888-837-1839 

Electronic Mail: Katlyn.tran@baml.com 
 Account No.:
1366072250600 
 Ref: Americold Realty Operating Partnership 

ABA# 026009593 
 Other Notices as Administrative Agent:

 Bank of America, N.A. 
 Agency Management 

555 California Street, 4th Floor 

Mail Code: CA5-705-04-09 

San Francisco, CA 94104 
 Attention: Aamir Saleem 

Telephone: (415) 436-2769 

Facsimile: (415) 503-5089 

Electronic Mail: aamir.saleem@baml.com 

Schedule 12.2 
 Administrative
Agent’s Office; Certain Addresses for Notices 







 L/C ISSUER: 

Bank of America, N.A. 
 Trade Operations 

1 Fleet Way 
 Mail Code: PA6-580-02-30 
 Scranton, PA 18507 

Attention: Michael Grizzanti 
 Telephone: 570-496-9621 
 Facsimile: 800-755-8743 
 Electronic Mail: michael.a.grizzanti@baml.com 

JPMorgan Chase Bank, N.A. 
 10420 Highland Manor Drive, 4th Floor

 Tampa, Florida 33610-9120 
 Attention: Letter of
Credit—Global Trade Services 
 Facsimile: (312) 288-8950 

Electronic Mail: GTS.Client.Services@jpmchase.com 
 Copy
to: 
 JPMorgan Chase Bank, N.A. 
 JPM-Bangalore Loan Operations 
 500 Stanton Christiana Road, NCC 5, Floor 01 

Newark, DE 19713-2107 
 Attention: Bharath Devaraju 

Electronic Mail: Barath.k.devaraju@jpmorgan.com 

Telephone: 918067905008 
 Telecopier: 201 244-3885 and 12012443885@docs.ldsprod.com 
 Email: na.cpg@jpmorgan.com 

Copy to: 
 JPMorgan Chase Bank, N.A. 

383 Madison Avenue – 24th Floor 
 New York, NY 10179 

Attention: Yannan Qiu 
 Email: Yannan.Qiu@jpmorgan.com 

Telephone: (212) 622-5490 

Schedule 12.2 
 Administrative
Agent’s Office; Certain Addresses for Notices 







 SWING LINE LENDER: 

Bank of America, N.A. 
 2380 Performance Drive—Bldg. C 

Mail Code: TX2-984-03-23 

Richardson, TX 75082 
 Attention: Katlyn Tran 

Telephone: 469-201-4056 

Facsimile: 888-837-1839 

Electronic Mail: Katlyn.tran@baml.com 
 Account No.:
1366072250600 
 Ref: Americold Realty Operating Partnership 

ABA# 026009593 
 Schedule 12.2 

Administrative Agent’s Office; Certain Addresses for Notices 







 EXHIBIT A 

FORM OF 
 GUARANTEE AND
COLLATERAL AGREEMENT 
 [See attached.] 

  
 A-32 








  

 
 GUARANTEE AND COLLATERAL AGREEMENT

 dated as of 

January 23, 2018, 
 among

 AMERICOLD REALTY OPERATING PARTNERSHIP, L.P., 

THE SUBSIDIARIES OF 
 AMERICOLD
REALTY OPERATING PARTNERSHIP, L.P. 
 IDENTIFIED HEREIN 

and 
 BANK OF AMERICA, N.A., 

as Administrative Agent 
  

 
  







 TABLE OF CONTENTS 
  

					
	 ARTICLE I
	  			
		
	 DEFINITIONS
	  			
		
	 SECTION 1.01. Defined Terms
	  	 	1	 
		
	 SECTION 1.02. Other Defined Terms
	  	 	1	 
		
	 ARTICLE II
	  			
		
	 GUARANTEE
	  			
		
	 SECTION 2.01. Guarantee
	  	 	4	 
		
	 SECTION 2.02. Guarantee of Payment; Continuing Guarantee
	  	 	4	 
		
	 SECTION 2.03. No Limitations
	  	 	4	 
		
	 SECTION 2.04. Reinstatement
	  	 	5	 
		
	 SECTION 2.05. Agreement to Pay; Subrogation
	  	 	5	 
		
	 SECTION 2.06. Information
	  	 	6	 
		
	 SECTION 2.07. Keepwell
	  	 	6	 
		
	 ARTICLE III
	  			
		
	 PLEDGE OF SECURITIES
	  			
		
	 SECTION 3.01. Pledge
	  	 	6	 
		
	 SECTION 3.02. Delivery of the Pledged Equity Interests
	  	 	7	 
		
	 SECTION 3.03. Representations and Warranties
	  	 	7	 
		
	 SECTION 3.04. Covenants
	  	 	9	 
		
	 SECTION 3.05. Registration in Nominee Name; Denominations
	  	 	12	 
		
	 SECTION 3.06. Voting Rights; Dividends and Interest
	  	 	12	 









					
		
	 ARTICLE IV
	  			
		
	 REMEDIES
	  			
		
	 SECTION 4.01. Remedies Upon Default
	  	 	14	 
		
	 SECTION 4.02. Application of Proceeds
	  	 	15	 
		
	 SECTION 4.03. Securities Act
	  	 	16	 
		
	 SECTION 4.04. Information
	  	 	17	 
		
	 ARTICLE V
	  			
		
	 INDEMNITY, SUBROGATION, CONTRIBUTION AND SUBORDINATION
	  			
		
	 SECTION 5.01. Indemnity and Subrogation
	  	 	17	 
		
	 SECTION 5.02. Contribution and Subrogation
	  	 	17	 
		
	 SECTION 5.03. Subordination
	  	 	18	 
		
	 ARTICLE VI
	  			
		
	 MISCELLANEOUS
	  			
		
	 SECTION 6.01. Notices
	  	 	18	 
		
	 SECTION 6.02. Waivers; Amendment
	  	 	18	 
		
	 SECTION 6.03. Administrative Agent’s Fees and Expenses; Indemnification
	  	 	19	 
		
	 SECTION 6.04. Survival
	  	 	20	 
		
	 SECTION 6.05. Counterparts; Effectiveness; Successors and Assigns
	  	 	20	 
		
	 SECTION 6.06. Severability
	  	 	20	 
		
	 SECTION 6.07. Governing Law; Jurisdiction; Consent to Service of Process
	  	 	21	 
		
	 SECTION 6.08. WAIVER OF JURY TRIAL
	  	 	21	 
		
	 SECTION 6.09. Headings
	  	 	22	 
		
	 SECTION 6.10. Security Interest Absolute
	  	 	22	 
		
	 SECTION 6.11. Termination or Release
	  	 	22	 
		
	 SECTION 6.12. Additional Subsidiaries
	  	 	22	 
		
	 SECTION 6.13. Administrative Agent Appointed Attorney-in-Fact
	  	 	23	 








 Schedules 
  

			
	Schedule I	  	Subsidiary Loan Party Information
	Schedule II	  	Pledged Equity Interests

 Exhibits 
  

			
	Exhibit I	  	Form of Supplement








 GUARANTEE AND COLLATERAL AGREEMENT dated as of January 23, 2018 (this
“Agreement”), among Americold Realty Operating Partnership, L.P., the Subsidiary Loan Parties from time to time party hereto and Bank of America, N.A. as administrative agent and collateral agent (in such capacity, the
“Administrative Agent”). 
 Reference is made to the Credit Agreement dated as of January 23, 2018 (as amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), Americold Realty Trust, the
several Lenders and the Letter of Credit Issuers from time to time party thereto and the Administrative Agent. The Lenders and Letter of Credit Issuers have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth
in the Credit Agreement. The obligations of the Lenders and the Letter of Credit Issuers to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. The Subsidiary Loan Parties are Affiliates of the
Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders and the Letter of Credit Issuers to extend
such credit. Accordingly, the parties hereto agree as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION
1.01. Defined Terms. (a) Each capitalized term used but not defined herein and defined in the Credit Agreement shall have the meaning specified in the Credit Agreement. Each other term used but not defined herein that is defined in the New
York UCC (as defined herein) shall have the meaning specified in the New York UCC. The term “Instrument” shall have the meaning specified in Article 9 of the New York UCC. 

(b) The rules of construction specified in Section 1.2 of the Credit Agreement also apply to this Agreement, mutatis mutandis. 

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“Administrative Agent” has the meaning assigned to such term in the Preamble hereto. 

“Agreement” has the meaning assigned to such term in the Preamble hereto. 

“Borrower” has the meaning assigned to such term in the Recitals hereto. 

“Claiming Party” has the meaning assigned to such term in Section 5.02. 

“Collateral” has the meaning assigned to such term in Section 3.01. 

“Contributing Party” has the meaning assigned to such term in Section 5.02. 

“Credit Agreement” has the meaning assigned to such term in the Recitals hereto. 







 “Federal Securities Laws” has the meaning assigned to such term in
Section 4.03. 
 “Grantors” means, collectively, (a) the Qualified Asset Guarantors and the
Other Guarantors and (b) with respect to (i) the Secured Swap Obligations and Secured Cash Management Obligations owing by any Loan Party or any Subsidiary of a Loan Party (other than the Borrower) and (ii) the payment and performance
by each Specified Loan Party of its Guarantee Obligations with respect to all Secured Swap Obligations, the Borrower. 

“Guarantors” means, collectively, the Borrower and each Subsidiary Loan Party. 

“Indemnified Amount” has the meaning assigned to such term in Section 5.02. 

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York. 

“Perfection Certificate” means the Perfection Certificate dated as of the Closing Date delivered by the Borrower to the
Administrative Agent pursuant to Section 7.1(d)(v) of the Credit Agreement. 
 “Permitted Assignment” has the meaning
assigned to such term in Section 3.04(e). 
 “Pledged Capital Stock” means (i) all shares of
Capital Stock of any corporation that is a Guarantor, including all shares of Capital Stock set forth on Schedule II under the heading “Pledged Capital Stock” (as such schedule may be supplemented from time to time pursuant hereto),
and any certificates, instruments and other documents representing such shares and any interest of any Grantor in the entries on the books of the issuer of such shares or on the books of any securities intermediary pertaining to such shares,
(ii) all rights to participate in the economics of the issuer of such shares, including all profits and losses and all rights to receive substitutions, additions, interest, dividends and other distributions from the issuer of such shares and
all capital accounts of the issuer of such shares and (iii) all rights to participate in the management of the business and affairs of the issuer of such shares, including all voting rights and rights to information. 

“Pledged Equity Interests” means all Pledged Capital Stock, all Pledged LLC Interests and all Pledged Partnership Interests.

 “Pledged LLC Interests” means (i) all interests in any limited liability company that is a Guarantor and each
series thereof, including all limited liability company interests set forth on Schedule II under the heading “Pledged LLC Interests” (as such schedule may be supplemented from time to time pursuant hereto), and any certificates,
instruments and other documents representing such limited liability company interests and any interest of any Grantor on the books and records of such limited liability company or on the books and records of any securities intermediary pertaining to
such interest, (ii) all rights to participate in the economics of the issuer of such interests, including all profits and losses and all rights to receive substitutions, additions, interest, dividends and other distributions from the issuer of
such interests and all capital accounts of the issuer of such interests, (iii) all rights to participate in the management of the business and affairs of the issuer of such interests, including all voting rights and rights to information and
(iv) the status of being a “member” (or analogous term) of the issuer of such interests, including all rights under the formation document or the operating or limited liability agreement (or similar document), including the applicable
Pledged Partnership/LLC Agreement, of the issuer of such interests. 

  
 2 








 “Pledged Partnership Interests” means (i) all interests in any general
partnership, limited partnership, limited liability partnership or other partnership that is a Guarantor, including all partnership interests set forth on Schedule II under the heading “Pledged Partnership Interests” (as such schedule
may be supplemented from time to time pursuant hereto), and any certificates, instruments and other documents representing such partnership interests and any interest of any Grantor on the books and records of such partnership or on the books and
records of any securities intermediary pertaining to such interest, (ii) all rights to participate in the economics of the issuer of such interests, including all profits and losses and all rights to receive substitutions, additions, interest,
dividends and other distributions from the issuer of such interests and all capital accounts of the issuer of such interests, (iii) all rights to participate in the management of the business and affairs of the issuer of such interests,
including all voting rights and rights to information and (iv) the status of being a “partner” (or analogous term) of the issuer of such interests, including all rights under the formation document or the partnership, operating, or
limited liability agreement (or similar document), including the applicable Pledged Partnership/LLC Agreement, of the issuer of such interests. 

“Pledged Partnership/LLC Agreement” has the meaning assigned to such term in Section 3.04(e). 

“Pledged Securities” means any and all certificates, instruments or other documents representing or evidencing any
Collateral, including, without limitation, all stock certificates, unit certificates and limited liability membership interest certificates now or hereafter included in the Collateral. 

“Qualified ECP Guarantor” means, in respect of any Secured Swap Obligation, each Loan Party that has total assets exceeding
$10,000,000 at the time the relevant Guarantee Obligation or grant of the relevant security interest becomes or would become effective with respect to such Secured Swap Obligation and each other Loan Party that constitutes an “eligible
contract participant” under the Commodity Exchange Act and can cause another person to qualify as an “eligible contract participant” at such time by guaranteeing or entering into a keepwell in respect of obligations of such
other person under Section la(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Specified Loan Party” means any Loan Party
that is not an “eligible contract participant under the Commodity Exchange Act (determined prior to giving effect to Section 2.07). 

“Subsidiary Loan Parties” means, collectively, (a) the Subsidiaries identified on Schedule I
and (b) each other Subsidiary that becomes a party to this Agreement after the Closing Date. 
 “Supplement” means an
instrument substantially in the form of Exhibit I hereto, or any other form approved by the Administrative Agent, and in each case reasonably satisfactory to the Administrative Agent. 

  
 3 








 “Uniform Commercial Code” shall mean the New York UCC; provided,
however, that if by reason of mandatory provisions of law, the perfection, the effect of perfection or non-perfection or priority of a security interest is governed by the personal property security
laws of any jurisdiction other than New York, “Uniform Commercial Code” shall mean those personal property security laws as in effect in such other jurisdiction for the purposes of the provisions hereof relating to such perfection or
priority and for the definitions related to such provisions. 
 ARTICLE II 

GUARANTEE 
 SECTION 2.01.
Guarantee. Each Guarantor irrevocably and unconditionally guarantees, jointly with the other Guarantors and severally, as a primary obligor and not merely as a surety, the due and punctual payment and performance of the Obligations. Each
Guarantor further agrees that the Obligations may be extended or renewed, in whole or in part, or amended or modified, without notice to or further assent from it, and that, except as otherwise expressly provided in
Section 6.11, it will remain bound upon its guarantee hereunder notwithstanding any extension, renewal, amendment or modification of any Obligation. Each Guarantor waives presentment to, demand of payment from and protest
to the Borrower or any other Loan Party of any of the Obligations, and also waives notice of acceptance of its guarantee hereunder and notice of protest for nonpayment. 

SECTION 2.02. Guarantee of Payment; Continuing Guarantee. Each Guarantor further agrees that its guarantee hereunder constitutes a
guarantee of payment when due (whether or not any bankruptcy, insolvency, receivership or other similar proceeding shall have stayed the accrual or collection of any of the Obligations or operated as a discharge thereof) and not merely of
collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Party to any security held for the payment of the Obligations or to any balance of any deposit account or credit on the books of the
Administrative Agent or any other Secured Party in favor of the Borrower, any other Loan Party or any other Person. Each Guarantor agrees that its guarantee hereunder is continuing in nature and applies to all Obligations, whether currently existing
or hereafter incurred. 
 SECTION 2.03. No Limitations. (a) Except for the termination or release of a Guarantor’s
obligations hereunder as expressly provided in Section 6.11, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of
waiver, release, surrender, alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever by reason of the invalidity, illegality or
unenforceability of the Obligations, any impossibility in the performance of the Obligations or otherwise (other than a defense of the indefeasible payment in full in cash of all the Obligations or the performance in full of all the Obligations).
Without limiting the generality of the foregoing, except as otherwise expressly provided in Section 6.11, the obligations of each Guarantor hereunder shall not be discharged or impaired or otherwise affected by (i) the
failure of the Administrative Agent or any other Secured Party to assert any claim or demand or to enforce any right or remedy under the provisions of any Loan Document or otherwise; (ii) any rescission, waiver, amendment or modification of, or
any release from any of the terms or provisions of, any Loan Document or any other agreement, including with respect to 

  
 4 








 
any other Guarantor under this Agreement; (iii) the release of, or any impairment of or failure to perfect any Lien on or security interest in, any security held by the Administrative Agent
or any other Secured Party for any of the Obligations; (iv) any default, failure or delay, wilful or otherwise, in the performance of any of the Obligations; or (v) any other act or omission that may or might in any manner or to any extent
vary the risk of any Guarantor or otherwise operate as a discharge of any Guarantor as a matter of law or equity (other than the indefeasible payment in full in cash of all the Obligations or the performance in full of all the Obligations). Each
Guarantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Obligations, to exchange, waive or release any or all such security (with or without consideration), to enforce or apply such
security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or obligors upon or in respect of the Obligations, all without affecting the obligations of any
Guarantor hereunder. 
 (b) To the fullest extent permitted by applicable law, each Guarantor waives any defense based on or arising out of
any defense of the Borrower or any other Loan Party or the unenforceability of the Obligations or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower or any other Loan Party, other than the indefeasible
payment in full in cash of all the Obligations or the performance in full of all the Obligations. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and the other Secured Parties may, at their election,
foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Obligations, make any other accommodation with
the Borrower or any other Loan Party or exercise any other right or remedy available to them against the Borrower or any other Loan Party, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the
Obligations have been fully and indefeasibly paid in full in cash (other than any Secured Cash Management Obligations, Secured Swap Obligations or contingent indemnification obligations and other contingent obligations not then due or asserted). To
the fullest extent permitted by applicable law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation
or other right or remedy of such Guarantor against the Borrower or any other Loan Party, as the case may be, or any security. 
 SECTION
2.04. Reinstatement. Each Guarantor agrees that this Agreement and its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Obligation is rescinded or
must otherwise be restored by the Administrative Agent or any other Secured Party upon the bankruptcy, insolvency, dissolution, liquidation or reorganization of the Borrower, any other Loan Party or otherwise. 

SECTION 2.05. Agreement to Pay; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the
Administrative Agent or any other Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Obligation when and as the same shall become due, whether at
maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Parties in cash the amount of
such unpaid Obligation. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Loan Party arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article V. 

  
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 SECTION 2.06. Information. Each Guarantor (a) assumes all responsibility for being
and keeping itself informed of the Borrower’s and each other Loan Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Obligations and the nature, scope and extent of the risks
that such Guarantor assumes and incurs hereunder, and (b) agrees that none of the Administrative Agent or the other Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such
circumstances or risks. 
 SECTION 2.07. Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely,
unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Loan Party to honor all of its obligations under this Agreement in respect of Secured Swap Obligations
(provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 2.07 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under
this Section 2.07 or otherwise under this Agreement voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor
under this Section 2.07 shall remain in full force and effect until the indefeasible payment in full in cash of all the Obligations (other than Secured Cash Management Obligations, Secured Swap Obligations or contingent
indemnification obligations and other contingent obligations, in each case not then due or asserted). Each Qualified ECP Guarantor intends that this Section 2.07 constitute, and this Section 2.07
shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act. 

ARTICLE III 
 PLEDGE OF
SECURITIES 
 SECTION 3.01. Pledge. (a) As security for the payment and performance in full of the Obligations, each Grantor
hereby assigns and pledges to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and assigns, for the benefit of the Secured Parties, a security
interest in, all such Grantor’s right, title and interest in, to and under: (i) all Pledged Equity Interests; (ii) all other property of such Grantor that may be delivered to and held by the Administrative Agent pursuant to the terms
of Section 3.01, Section 3.02 or Section 3.04; (iii) subject to Section 3.06, all other rights and privileges of such Grantor with respect to the
securities, instruments and other property referred to in clauses (i) and (ii) above; and (iv) all Proceeds of any of the foregoing (the items referred to in clauses (i) through (iv) above being collectively referred to as the
“Collateral”). 
 (b) Each Grantor hereby irrevocably authorizes the Administrative Agent (or its designee) at any time and
from time to time to file in any relevant jurisdiction any financing statements with respect to the Collateral or any part thereof and amendments thereto that (i) 

  
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describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative
Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure the perfection of the security interest in the Collateral granted to the Administrative Agent herein and (ii) contain the information required by Article
9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment. Each Grantor agrees to provide the information required for any such filing to the Administrative Agent promptly upon request.

 Each Grantor also ratifies its authorization for the Administrative Agent (or its designee) to file in any relevant jurisdiction any
initial financing statements or amendments thereto if filed prior to the date hereof. 
 SECTION 3.02. Delivery of the Pledged Equity
Interests. (a) Each Grantor agrees to deliver or cause to be delivered to the Administrative Agent any and all Pledged Equity Interests that constitute Pledged Securities (i) on the date hereof, in the case of any such Pledged Securities
owned by such Grantor on the date hereof, and (ii) promptly (and, in any event, within thirty (30) days or as otherwise agreed in the sole discretion of the Administrative Agent) after the acquisition (by purchase, dividend or otherwise)
thereof (and in any event as required under the Credit Agreement), in the case of any such Pledged Equity Interests that constitute Pledged Securities acquired (by purchase, dividend or otherwise) by such Grantor after the date hereof. 

(b) Upon delivery to the Administrative Agent, (i) any Pledged Securities shall be accompanied by undated stock powers duly executed by
the applicable Grantor in blank or other undated instruments of transfer satisfactory to the Administrative Agent and such other instruments and documents as the Administrative Agent may reasonably request and (ii) all other property comprising
part of the Collateral shall be accompanied by undated proper instruments of assignment duly executed by the applicable Grantor in blank and such other instruments and documents as the Administrative Agent may reasonably request. 

(c) If any Grantor shall acquire (by purchase, dividend or otherwise) any additional Collateral at any time or from time to time after the date
hereof, such Grantor, in addition to the actions required to be taken pursuant to Sections 3.02(a) and (b), shall deliver a schedule providing the information required by Schedule II with respect to any Pledged Equity Interests included in such
additional Collateral; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Equity Interests. Each schedule so delivered after the date hereof shall be deemed attached hereto
and made a part hereof as a supplement to Schedule II and any prior schedules so delivered. 
 SECTION 3.03. Representations and
Warranties. The Grantors jointly and severally represent and warrant to the Administrative Agent, for the benefit of the Secured Parties, that: 

(a) Schedule I sets forth the true and correct legal name of each Grantor, its jurisdiction of organization and the location of
its chief executive office; 

  
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 (b) Schedule II sets forth a true and complete list, with respect to each
Grantor, of all the Pledged Equity Interests owned by such Grantor and the percentage of the issued and outstanding units of each class of the Capital Stock of the issuer thereof represented by the Pledged Equity Interests owned by such Grantor
(other than any Pledged Equity Interests that are not yet required to have been delivered to the Administrative Agent under the terms of this Agreement or the Credit Agreement); 

(c) the Pledged Equity Interests have been duly and validly authorized and issued by the issuers thereof and are fully paid and
nonassessable; 
 (d) except for the security interests granted hereunder and Permitted Equity Encumbrances, each of the
Grantors (i) is and, subject to any transfers made in compliance with the Credit Agreement, will continue to be the direct owner, beneficially and of record, of the Pledged Equity Interests indicated on Schedule II as owned by such Grantor and
(ii) holds the same free and clear of all Liens; 
 (e) except as disclosed on Schedule II and except for restrictions
and limitations imposed by the Loan Documents, Permitted Equity Encumbrances or securities laws generally, and, in the case of clause (ii) below, (i) the Collateral is and will continue to be freely transferable and assignable and
(ii) none of the Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction of any nature that might prohibit,
impair, delay or otherwise affect the pledge of such Collateral hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Administrative Agent of rights and remedies hereunder; 

(f) each of the Grantors has the power and authority to pledge the Collateral pledged by it hereunder in the manner hereby done
or contemplated; 
 (g) no consent or approval of any Governmental Authority, any securities exchange or any other Person
was, is or will be required for the validity of the pledge effected hereby (other than such as have been obtained and are in full force and effect); 

(h) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Equity Interests are delivered
to the Administrative Agent in accordance with this Agreement, the Administrative Agent will obtain a legal, valid and perfected first priority lien upon and security interest in such Pledged Equity Interests as security for the payment and
performance of the Obligations and such lien is and shall be prior to any other Lien on such Pledged Equity Interests; 
 (i)
the pledge effected hereby is effective to vest in the Administrative Agent, for the benefit of the Secured Parties, the rights of the Administrative Agent in the Collateral as set forth herein and all action by any Grantor necessary or desirable to
protect and perfect the lien on the Collateral has been duly taken; 
 (j) the Perfection Certificate has been duly prepared,
completed and executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete as of the Closing Date; 

  
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 (k) the Uniform Commercial Code financing statements are all the filings,
recordings and registrations that are necessary to publish notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent (for the benefit of the Secured Parties) in respect
of all Collateral in which a security interest may be perfected by filing, recording or registration in the United States of America (or any political subdivision thereof) and its territories and possessions, and no further or subsequent filing,
refiling, recording, rerecording, registration or reregistration is necessary with respect to any such Collateral in any such jurisdiction, except as provided under applicable law with respect to the filing of continuation statements; and 

(l) the security interest granted in Section 3.01 constitutes (i) a legal and valid security
interest in all the Collateral securing the payment and performance of the Obligations and (ii) subject to the filings described in Section 3.03(k), a perfected security interest in all Collateral in which a security
interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States of America (or any political subdivision thereof) and its territories and possessions pursuant to the Uniform Commercial
Code or other applicable law in such jurisdictions. 
 SECTION 3.04. Covenants. (a)    Each Grantor agrees
(i) to be bound by the provisions of Section 8.10 of the Credit Agreement with the same force and effect, and to the same extent, as if each reference therein to the Borrower were a reference to such Grantor, (ii) to not effect any
change to such Grantor’s (A) legal name, (B) location of its chief executive office, (C) identity or organizational structure, (D) Federal Taxpayer Identification Number or organizational identification number, if any, or
(E) jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), unless (1) such Grantor shall have given the
Administrative Agent prior written notice (in the form of a certificate signed by a Responsible Officer), or such other notice period agreed to by the Administrative Agent, of its intention to do so, clearly describing such change and providing such
other information in connection therewith as the Administrative Agent may reasonably request and (2) such Grantor shall have taken all action reasonably satisfactory to the Administrative Agent to maintain the perfection and priority of the
security interest of the Administrative Agent for the benefit of the Secured Parties in the Collateral, if applicable, (iii) to provide the Administrative Agent with certified organizational documents reflecting any of the changes described in
the foregoing clause (ii), and (iii) to be bound by the provisions of Sections 8.2, 8.3, 8.4, 8.5, 8.6, 8.7, 8.8, 8.9, 8.11, 8.12, 8.13(c) and 8.19 of the Credit Agreement, in each case to the extent such provisions relate to such Grantor or
its assets, with the same force and effect, and to the same extent, as if such Grantor were a party to the Credit Agreement. 
 (b) Each
year, at the time of delivery of annual financial statements with respect to the preceding fiscal year pursuant to Section 8.1(a) of the Credit Agreement, the Borrower shall deliver to the Administrative Agent a certificate executed by a
Financial Officer of the Borrower setting forth the information required pursuant to the Perfection Certificate or confirming that there has been no change in such information since the Closing Date or, if more recent, the date of the most recent
certificate delivered pursuant to this Section 3.04(b). 

  
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 (c) Each Grantor (i) shall, at its own expense, take any and all actions necessary to defend
title to the Collateral against all Persons and to defend the security interest of the Administrative Agent in the Collateral and the priority thereof against any Lien other than Permitted Equity Encumbrances and (ii) will make no assignment,
pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Collateral, other than Permitted Equity Encumbrances and transfers made in compliance with the Credit Agreement. 

(d) Each Pledged Equity Interest that constitutes a Pledged Security now or hereafter acquired (by purchase, dividend or otherwise) by any
Grantor shall be a “security” within the meaning of Article 8 of the Uniform Commercial Code and shall be governed by Article 8 of the Uniform Commercial Code; and such certificate shall be delivered to the Administrative Agent in
accordance with Section 3.02(a). 
 (e) Each Grantor that is a member, manager and/or partner of an issuer of a Pledged LLC Interest or
a Pledged Partnership Interest and each Grantor that is an issuer of a Pledged LLC Interest or Pledged Partnership Interest hereby (1) grants its irrevocable consent under each limited liability agreement, operating agreement, membership
agreement, partnership agreement or similar agreement to which such Grantor is a party and relating to any Pledged LLC Interests or Pledged Partnership Interests (as amended, restated, supplemented or otherwise modified from time to time, each a
“Pledged Partnership/LLC Agreement”) to permit each member, manager and/or partner of such issuer (A) to pledge all of the Pledged LLC Interests or Pledged Partnership Interests in which such member, manager and/or partner has
rights in connection herewith, and (B) to grant and collaterally assign to the Administrative Agent, for the benefit of the Secured Parties, a lien on and security interest in such Pledged LLC Interests or such Pledged Partnership Interests in
accordance herewith and subject to the terms and limitations hereof and (2) irrevocably agrees that (A) the Administrative Agent, the Letter of Credit Issuers and/or the Lenders shall be entitled to exercise any and all of their rights and
remedies against such Pledged LLC Interests or Pledged Partnership Interests pursuant to the Loan Documents, including, without limitation any rights to foreclose upon or otherwise effectuate an assignment of such Pledged LLC Interests or Pledged
Partnership Interests in accordance therewith, and (B) in connection with the exercise of any remedies in accordance with the terms hereof, the Administrative Agent, the Letter of Credit Issuers and/or the Lenders (and/or any Affiliate of the
Administrative Agent, the Letter of Credit Issuers and/or the Lenders and/or any entity formed by the Administrative Agent, the Letter of Credit Issuers and/or the Lenders) shall be entitled to be admitted as a partner (including as the general
partner) or as a member (including as the managing member) of any issuer of Pledged LLC Interests or Pledged Partnership Interests, as the case may be, and/or make an assignment of all or any portion of such interest to any Person(s) who shall have
the right to be admitted as partner(s) of or as member(s) of any such issuer, as the case may be (each of clauses (1)(A), (1)(B), (2)(A) and (2)(B) collectively, a “Permitted Assignment”). For the avoidance of doubt, any assignee of
the Administrative Agent, the Letter of Credit Issuers and/or the Lenders that shall become a partner or a member of an issuer of Pledged Partnership Interests or Pledged LLC Interests, as the case may be, pursuant to a Permitted Assignment
(excluding any assignee that is an entity formed by the Administrative Agent, the Letter of Credit Issuers and/or the Lenders and continues to hold an interest as a partner of or member of such an issuer, as the case may be) shall thereafter be
subject to the terms of this Section 3.04(e) or any subsequent assignment to be made by such partner or member, as the case may be. 

  
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 (f) (3) to, upon any foreclosure by the Administrative Agent on such Pledged LLC Interests
or such Pledged Partnership Interests (or any other sale or transfer of such Pledged LLC Interests or such Pledged Partnership Interests in lieu of such foreclosure), to the extent permitted by applicable law, transfer to the Administrative Agent
(or to the purchaser or other transferee of such Pledged LLC Interests or Pledged Partnership Interests in lieu of such foreclosure) such member, manager and/or partner’s rights and powers to manage and control the affairs of the applicable
issuer of Pledged LLC Interests or Pledged Partnership Interests, as the case may be, in each case, without any further consent, approval or action by any other party, including, without limitation, any other party to any Pledged Partnership/LLC
Agreement or otherwise and (B) to provide that (1) the bankruptcy or insolvency of such member, manager and/or partner shall not cause such member, manager and/or partner to cease to be a holder of such Pledged LLC Interests or such
Pledged Partnership Interests, (2) upon the occurrence of such an event, the applicable issuer shall continue without dissolution and (3) until such time as all the Obligations have been paid in full in cash (other than Secured Cash
Management Obligations, Secured Swap Obligations or contingent indemnification obligations and other contingent obligations not then due or asserted), such member, manager and/or partner waives any right it might have to agree in writing to dissolve
the applicable issuer upon the bankruptcy or insolvency of such member, manager and/or partner, or the occurrence of an event that causes such member, manager and/or partner to cease to be a holder of such Pledged LLC Interests or Pledged
Partnership Interests. 
 (g) Subject to compliance with applicable law, no further consent, approval or action by any other party,
including, without limitation, any other party to the applicable Pledged Partnership/LLC Agreement or otherwise shall be necessary to permit the Administrative Agent or its designee to be substituted as a member, manager or partner pursuant to
Section 3.04 or 3.05. The rights, powers and benefits granted pursuant to this paragraph shall inure to the benefit of the Administrative Agent, on its own behalf and on behalf of the Secured Parties, and each of
their respective successors, assigns and designees, as intended third party beneficiaries. 
 (h) Each Grantor and each issuer of a Pledged
LLC Interest or a Pledged Partnership Interest agrees that (1) no Pledged Partnership /LLC Agreement shall be amended to be inconsistent with the provisions of this Agreement and (2) it shall not directly or indirectly, consent to,
approve, authorize or otherwise suffer or permit any waiver, amendment, supplement, cancellation, termination or other modification of the partnership agreement, operating agreement, charter, certificate of incorporation, bylaws or other
organizational documents of (A) the Company, the Borrower any Qualified Asset Guarantor or any Loan Party that is a direct owner of any Qualified Asset Guarantor, in each case if such waiver, amendment, supplement, cancellation, termination or
modification would reasonably be expected to (x) adversely affect any Loan Party’s ability to repay the Obligations or (y) impair the rights or interests of the Administrative Agent or any Secured Party hereunder or under any Loan
Document or in any Collateral and (B) any other Subsidiary, in each case if such waiver, amendment, supplement, cancellation, termination or modification would reasonably be expected to result in a Material Adverse Effect. 

  
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 (i) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to be
duly filed all such further instruments, financing statements, agreements and documents and take all such other actions as the Administrative Agent may from time to time reasonably request to better assure, preserve, protect and perfect the Secured
Parties’ security interest in the Collateral and the rights and remedies created hereby, including the payment of any fees and Taxes required in connection with the execution and delivery of this Agreement, the granting of the Secured
Parties’ security interest in the Collateral and the filing and recording of any financing statements or other documents in connection herewith or therewith. Each Grantor will provide to the Administrative Agent, from time to time upon request,
evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created pursuant to this Agreement. 

SECTION 3.05. Registration in Nominee Name; Denominations. The Administrative Agent, on behalf of the Secured Parties, shall have the
right (in its sole and absolute discretion) (a) to hold the Pledged Equity Interests in its own name as pledgee, in the name of its nominee (as pledgee or as sub-agent) or in the name of the applicable
Grantor, endorsed or assigned in blank or in favor of the Administrative Agent and (b) to be substituted for the applicable Grantor as a member, manager or partner under the applicable Pledged Partnership/LLC Agreement (and the Administrative
Agent or its designee shall have all rights, powers and benefits of such Grantor as a member, manager or partner, as applicable, under such Pledged Partnership/LLC Agreement in accordance with the terms of this Agreement). For the avoidance of
doubt, such rights, powers and benefits of a substituted member, manager or partner shall include all voting and other rights and not merely the rights of an economic interest holder. Each Grantor will promptly give to the Administrative Agent
copies of any notices or other communications received by it with respect to Pledged Equity Interests registered in the name of such Grantor. The Administrative Agent shall at all times have the right to exchange the certificates representing
Pledged Equity Interests for certificates of smaller or larger denominations for any purpose consistent with this Agreement. 
 SECTION
3.06. Voting Rights; Dividends and Interest. (a) Unless and until an Event of Default shall have occurred and be continuing and, other than in the case of an Event of Default under Section 10.1(h) of the Credit Agreement, the
Administrative Agent shall have notified the Grantors that the Grantors rights, in whole or in part, under this Section 3.06 are being suspended: 

(i) each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner
of Collateral or any part thereof for any purpose consistent with the terms of this Agreement and the other Loan Documents; provided that such rights and powers shall not be exercised in any manner that could reasonably be expected materially
and adversely to affect the rights inuring to a holder of any Collateral or the rights and remedies of any of the Administrative Agent or any other Secured Party under this Agreement or any other Loan Document or the ability of the Secured Parties
to exercise the same; 
 (ii) the Administrative Agent shall execute and deliver to each Grantor, or cause to be executed and
delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to
exercise pursuant to Section 3.06(a)(i); and 

  
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 (iii) each Grantor shall be entitled to receive and retain any and all dividends,
interest, principal and other distributions paid on or distributed in respect of the Collateral, but only to the extent that such dividends, interest, principal and other distributions are permitted by, and are otherwise paid or distributed in
accordance with, the terms and conditions of the Credit Agreement, the other Loan Documents and applicable law; provided that any noncash dividends, interest, principal or other distributions that would constitute Pledged Equity Interests,
whether resulting from a subdivision, combination or reclassification of the outstanding Capital Stock of the issuer of any Pledged Equity Interests or received in exchange for Pledged Equity Interests or any part thereof, or in redemption thereof,
or as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise, shall be and become part of the Collateral and, if received by any Grantor, and required to be delivered to the
Administrative Agent hereunder, shall not be commingled by such Grantor with any of its other funds or property (but shall be held separate and apart therefrom), shall be held in trust for the benefit of the Administrative Agent and the other
Secured Parties and shall be forthwith delivered to the Administrative Agent in the form in which they shall have been received (with any endorsements, stock or note powers and other instruments of transfer requested by the Administrative Agent).

 (b) Upon the occurrence and during the continuance of an Event of Default, and, other than in the case of an Event of Default under
Section 10.1(h) of the Credit Agreement, after the Administrative Agent shall have notified the Grantors of the suspension of the Grantor’s rights under Section 3.06(a)(iii), all rights of any
Grantor to dividends, interest, principal or other distributions that such Grantor is authorized to receive pursuant to Section 3.06(a)(iii), shall cease, and all such rights shall thereupon become vested in the
Administrative Agent, which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions. All dividends, interest, principal and other distributions received by any Grantor
contrary to the provisions of this Section 3.06 shall be held in trust for the benefit of the Administrative Agent and the other Secured Parties, shall be segregated from other property or funds of such Grantor and shall be
forthwith delivered to the Administrative Agent upon demand in the form in which they shall have been received (with any necessary endorsements, stock powers or other instruments of transfer). Any and all money and other property paid over to or
received by the Administrative Agent pursuant to the provisions of this Section 3.06(b) shall be retained by the Administrative Agent in an account to be established by the Administrative Agent upon receipt of such money or
other property, shall be held as security for the payment and performance of the Obligations and shall be applied in accordance with the provisions of Section 4.02. After all Events of Default have been cured or waived and
the Administrative Agent has received from the Borrower satisfactory evidence relating to any such cure, the Administrative Agent shall promptly repay to each Grantor (without interest) all dividends, interest, principal or other distributions that
such Grantor would otherwise have been permitted to retain pursuant to the terms of Section 3.06(a)(iii) and that remain in such account. 

  
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 (c) Upon the occurrence and during the continuance of an Event of Default, and, other than in the
case of an Event of Default under Section 10.1(h) of the Credit Agreement, after the Administrative Agent shall have notified the Grantors of the suspension of the Grantors’ rights under
Section 3.06(a)(i), all rights of any Grantor to exercise the voting and consensual rights and powers it is entitled to exercise pursuant to Section 3.06(a)(i), and the obligations of the
Administrative Agent under Section 3.06(a)(ii), shall cease, and all such rights shall thereupon become vested in the Administrative Agent, which shall have the sole and exclusive right and authority to exercise such voting
and consensual rights and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative Agent shall have the right from time to time following and during the continuance of an Event of Default to permit the
Grantors to exercise such rights. Solely to the extent that any and all Events of Default have been cured or waived or otherwise cease to be continuing and the Administrative Agent has received a certificate from the Borrower certifying as such,
each Grantor will have the right to exercise the voting and consensual rights that such Grantor would otherwise be entitled to exercise pursuant to the terms of Section 3.06(a)(i) (and the obligations of the Administrative
Agent under Section 3.06(a)(ii) shall be reinstated). 
 (d) Any notice given by the Administrative Agent to the
Grantors suspending the Grantors’ rights under Section 3.06(a): (i) may be given by telephone if promptly confirmed in writing, (ii) may be given to one or more of the Grantors at the same or different times and
(iii) may suspend the rights and powers of the Grantors under Section 3.06(a)(i) or Section 3.06(a)(iii) in part without suspending all such rights or powers (as specified by the
Administrative Agent in its sole and absolute discretion) and without waiving or otherwise affecting the Administrative Agent’s right to give additional notices from time to time suspending other rights and powers so long as an Event of Default
has occurred and is continuing. 
 ARTICLE IV 

REMEDIES 
 SECTION 4.01.
Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Administrative Agent shall have the right to exercise any and all rights afforded to a secured party under the Uniform
Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable law, to (a) subject to
Section 3.06, vote all or any part of the Pledged Equity Interests (whether or not transferred into the name of the Administrative Agent) and give all consents, waivers and ratifications in respect of the Collateral and
(b) sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Administrative Agent shall deem
appropriate. The Administrative Agent shall be authorized to take the actions set forth in Section 4.03. Each such purchaser at any sale of Collateral shall hold the property sold absolutely free from any claim or right on
the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or
hereafter enacted. 
 The Administrative Agent shall give the applicable Grantors 10 days’ prior written notice (which each
Grantor agrees is reasonable notice within the meaning of Section 9-612 of the New York UCC or its equivalent in other jurisdictions) of the Administrative Agent’s intention to


  
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make any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities
exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times
within ordinary business hours and at such place or places as the Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or
in separate parcels, as the Administrative Agent may (in its sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that
notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed
for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be
retained by the Administrative Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to
take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale
or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent
for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making
settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Loan Document Obligations as a credit on account of the purchase price for any Collateral payable by the
Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be
free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such
an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to
foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed
receiver. Any sale pursuant to the provisions of this Section 4.01 shall be deemed to conform to commercially reasonable standards as provided in Section 9-610(b) of the
New York UCC or its equivalent in other jurisdictions. 
 SECTION 4.02. Application of Proceeds. The Administrative Agent shall
apply the proceeds of any collection, sale, foreclosure or other realization upon any Collateral as follows: 
 FIRST, to the
payment of all costs and expenses incurred by the Administrative Agent in connection with such collection, sale, foreclosure or realization or otherwise in connection with this Agreement, any other Loan Document or any of the Obligations,


  
 15 








 
including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on
behalf of any Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document; 

SECOND, to the payment in full of the Obligations in accordance with Section 10.2 of the Credit Agreement (the amounts so
applied to be distributed among the Secured Parties pro rata in accordance with the amounts of the Obligations owed to them on the date of any such distribution); and 

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct in accordance
with Section 10.2 of the Credit Agreement. 
 The Administrative Agent shall have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative
Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid
over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all
Obligations, including any attorneys’ fees and other expenses incurred by Administrative Agent or any Lender to collect such deficiency. Notwithstanding the foregoing, the proceeds of any collection, sale, foreclosure or realization upon any
Collateral of any Grantor shall not be applied to any Excluded Swap Obligation of such Grantor and shall instead be applied to other Obligations. 

SECTION 4.03. Securities Act. In view of the position of the Grantors in relation to the Collateral, or because of other current
or future circumstances, a question may arise under the Securities Act of 1933 as now or hereafter in effect or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in
effect being called the “Federal Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course
of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could
dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Collateral under applicable Blue Sky or other state securities laws or similar
laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Collateral, and shall be authorized to, limit the purchasers to those who
will agree, among other things, to acquire such Collateral for their own account for investment, and not with a view to the distribution or resale thereof, and upon consummation of any such sale may assign, transfer and deliver to the purchaser or
purchasers thereof the Collateral so sold. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or
not a 

  
 16 








 
registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Federal Securities Laws or, to the extent applicable, Blue Sky or other state
securities laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and
other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Collateral
at a price that the Administrative Agent, in its sole and absolute discretion, may in good faith deem reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were
deferred until after registration as aforesaid or if more than a limited number of potential purchasers (or a single purchaser) were approached. The provisions of this Section 4.03 will apply notwithstanding the existence
of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Administrative Agent sells. 

SECTION 4.04. Information. If the Administrative Agent determines to exercise its right to sell any or all of the Collateral,
upon written request, each Grantor shall, from time to time, furnish to the Administrative Agent all such information as the Administrative Agent may reasonably request in order to determine the number of shares and other instruments included in the
Collateral which may be sold by the Administrative Agent as exempt transactions under the Federal Securities Laws and rules of the Securities and Exchange Commission, as the same are from time to time in effect. 

ARTICLE V 
 INDEMNITY,
SUBROGATION, CONTRIBUTION AND SUBORDINATION 
 SECTION 5.01. Indemnity and Subrogation. In addition to all such rights of
indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 5.03), the Borrower agrees that (a) in the event a payment in respect of any Obligation shall be made by any Guarantor
under this Agreement, the Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment and
(b) in the event any assets of any Grantor (other than the Borrower) shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part any Obligation, the Borrower shall indemnify such Grantor in an amount
equal to the greater of the book value or the fair market value of the assets so sold. 
 SECTION 5.02. Contribution and Subrogation.
Each Guarantor and Grantor (other than the Borrower) (each such Guarantor or Grantor being called a “Contributing Party”) agrees (subject to Section 5.03) that, in the event a payment shall be made by any
other Guarantor hereunder in respect of any Obligation or assets of any other Grantor other than the Borrower shall be sold pursuant to any Collateral Document to satisfy any Obligation and such other Guarantor or Grantor (the “Claiming
Party”) shall not have been fully indemnified by the Borrower as provided in Section 5.01, such Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater
of the book value or the fair market value of such assets (the “Indemnified Amount”), as the case may be, in each case multiplied by a fraction 

  
 17 








 
of which the numerator shall be the net worth of such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of all the Contributing Parties on the date hereof
(or, in the case of any Contributing Party becoming a party hereto pursuant to Section 6.12, the date of the supplement hereto executed and delivered by such Contributing Party). Any Contributing Party making any payment to
a Claiming Party pursuant to this Section 5.02 shall (subject to Section 5.03) be subrogated to the rights of such Claiming Party under Section 5.01 to the extent of such
payment. Notwithstanding the foregoing, to the extent that any Claiming Party’s right to indemnification hereunder arises from a payment or sale of Collateral made to satisfy Obligations constituting Secured Swap Obligations, only those
Contributing Parties for whom such Secured Swap Obligations do not constitute Excluded Swap Obligations shall indemnify such Claiming Party, with the fraction set forth in the second preceding sentence being modified as appropriate to provide for
indemnification of the entire Indemnified Amount. 
 SECTION 5.03. Subordination. (a) Notwithstanding any provision of this Agreement
to the contrary, all rights of the Guarantors and Grantors under Sections 5.01 and 5.02 and all other rights of the Guarantors and Grantors of indemnity, contribution or subrogation under applicable law or otherwise
shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any other Guarantor or Grantor to make the payments required by Sections 5.01 and
5.02 (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor or Grantor with respect to its obligations hereunder, and each Guarantor and Grantor shall
remain liable for the full amount of the obligations of such Guarantor or Grantor hereunder. 
 (b) Each Guarantor and Grantor hereby agrees
that all Indebtedness and other monetary obligations owed by it to, or to it by, any other Guarantor, Grantor or any other Subsidiary shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. 

ARTICLE VI 
 MISCELLANEOUS

 SECTION 6.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in
writing and given in the manner provided in Section 12.2 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the Borrower in the manner provided in Section 12.2 of
the Credit Agreement. 
 SECTION 6.02. Waivers; Amendment. (a) No failure or delay by the Administrative Agent, any Letter of Credit
Issuer or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent, the Letter of Credit Issuers and the Lenders hereunder and under the
other Loan Documents 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 any Loan Party therefrom shall in any event be 

  
 18 








 
effective unless the same shall be permitted by paragraph (b) of this Section 6.02, 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 execution and delivery of this Agreement, the making of a Loan or issuance, amendment, renewal or extension of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Letter of Credit Issuer may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan
Party to any other or further notice or demand in similar or other circumstances. 
 (b) 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 Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to
any consent required in accordance with Section 12.1 of the Credit Agreement; provided that the Administrative Agent may, without the consent of any Secured Party, consent to a departure by any Loan Party from any covenant of such Loan
Party set forth herein or in any other Collateral Document to the extent such departure is not inconsistent with any limitation on the authority of the Administrative Agent set forth in the Credit Agreement. 

(c) This Agreement shall be construed as a separate agreement with respect to each Loan Party and may be amended, modified, supplemented,
waived or released with respect to any Loan Party without the approval of any other Loan Party and without affecting the obligations of any other Loan Party hereunder. 

SECTION 6.03. Administrative Agent’s Fees and Expenses; Indemnification. (a) The Guarantors and the Grantors jointly
and severally agree to reimburse the Administrative Agent for its fees and expenses incurred hereunder as provided in Section 12.5 of the Credit Agreement as if each reference therein to the Borrower were a reference to the Guarantors and
Grantors. 
 (b) The Guarantors and Grantors jointly and severally agree to indemnify and hold harmless each Indemnitee as provided in
Section 12.5 of the Credit Agreement as if each reference to the Borrower therein were a reference to the Guarantors and Grantors. 

(c) Any amounts payable hereunder, including as provided in Section 6.03(a) or 6.03(b), shall be
additional Obligations secured hereby and by the other Collateral Documents. All amounts due under Section 6.03(a) or 6.03(b) shall be payable promptly after written demand therefor. 

(d) To the extent permitted by applicable law, no Guarantor or Grantor shall assert, or permit any of its subsidiaries to assert, and each
Guarantor and Grantor hereby waives, any claim against any Indemnitee (i) for any damages arising from the use by others of information or other materials obtained through telecommunications, electronic or other information transmission systems
(including the Internet), unless determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee, or (ii) on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. 

  
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 (e) BY ACCEPTING THE BENEFITS OF THIS AGREEMENT AND THE GUARANTEES AND SECURITY INTERESTS CREATED
HEREBY, EACH SECURED PARTY ACKNOWLEDGES THE PROVISIONS OF ARTICLE XI OF THE CREDIT AGREEMENT AND AGREES TO BE BOUND BY SUCH PROVISIONS AS FULLY AS IF THEY WERE SET FORTH HEREIN. 

SECTION 6.04. Survival. All covenants, agreements, representations and warranties made hereunder, in any other Loan Document and
in any document, certificate or statement delivered pursuant hereto or thereto, or in connection herewith or therewith, shall survive the execution and delivery hereof and thereof and the making of the Loans and other extensions of credit hereunder.
Such representations and warranties have been or will be relied upon by the Administrative Agent, each Letter of Credit Issuer and each Lender, regardless of any investigation made by the Administrative Agent, any Letter of Credit Issuer or any
Lender or on their behalf and notwithstanding that the Administrative Agent, any Letter of Credit Issuer or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Loan or L/C Credit Extension, and shall
continue in full force and effect until Payment in Full. The provisions of Section 6.03 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated by the Loan
Documents, the repayment of the Loans, the expiration or termination of the Letters of Credit (other than any Letter of Credit that has been Cash Collateralized) and the Commitments or the termination of this Agreement or any provision hereof. 

SECTION 6.05. Counterparts; Effectiveness; Successors and Assigns. 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 shall become effective as to any Loan Party when a counterpart hereof
executed on behalf of such Loan Party shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and thereafter shall be binding upon such Loan Party and the
Administrative Agent and their respective successors and assigns, and shall inure to the benefit of such Loan Party, the Administrative Agent and the other Secured Parties and their respective successors and assigns, except that no Loan Party may
assign or otherwise transfer any of its rights or obligations hereunder or any interest herein or in the Collateral (and any attempted assignment or transfer by any Loan Party shall be null and void), except as expressly contemplated by this
Agreement or the Credit Agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Agreement. 

SECTION 6.06. Severability. If any provision of this Agreement is prohibited, illegal, invalid or unenforceable in any jurisdiction,
(a) such provision shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall
not invalidate or render unenforceable such provision in any other jurisdiction and (b) the parties shall endeavor in good faith negotiations to replace the prohibited, illegal, invalid or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the prohibited, illegal, invalid or unenforceable provisions.. 

  
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 SECTION 6.07. Governing Law; Jurisdiction; Consent to Service of Process. (a) THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT, AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

(b) Each party hereto hereby irrevocably and unconditionally: (i) submits for itself and its property in any legal action or proceeding
relating to this Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York in New York County, the courts of the United States for the Southern
District of New York, and appellate courts from any thereof; (ii) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding
in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same; (iii) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof
by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth in Section 12.2 of the Credit Agreement or at such other address of which the Administrative Agent shall have been notified
pursuant thereto; and (iv) agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right of the Administrative Agent or any Secured Party to sue or bring an
enforcement action relating to this Agreement, including any such action or proceeding in connection with the exercise of remedies with respect to the Collateral, in any other jurisdiction. 

SECTION 6.08. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY AND FOR ANY COUNTERCLAIM THEREIN (IN EACH CASE, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.08. 

  
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 SECTION 6.09. Headings. Article and Section headings and the Table of Contents used herein
are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 

SECTION 6.10. Security Interest Absolute. All rights of the Administrative Agent hereunder, the grant of the security interest in the
Collateral and all obligations of each Loan Party hereunder shall be absolute and unconditional irrespective of (a) any lack of validity or enforceability of the Credit Agreement, any other Loan Document, any agreement with respect to any of
the Obligations or any other agreement or instrument relating to any of the foregoing, (b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations, or any other amendment to or waiver of, or
any consent to any departure from, the Credit Agreement, any other Loan Document, any agreement with respect to any of the Obligations or any other agreement or instrument relating to any of the foregoing, (c) any exchange, release or non-perfection of any Lien on other collateral securing, or any release or amendment to or waiver of, or any consent to any departure from, any guarantee of, all or any of the Obligations or (d) any other
circumstance that might otherwise constitute a defense available to, or a discharge of, any Loan Party in respect of the Obligations or this Agreement. 

SECTION 6.11. Termination or Release. (a) This Agreement, the Guarantee Obligations made herein and all security interests granted
hereby shall, subject to Section 2.04, terminate and be released (all without delivery of any instrument or performance of any act by any Person) upon Payment in Full. 

(b) A Subsidiary Loan Party shall automatically be released from its Guarantee Obligations under the Loan Documents, and all security interests
created by the Collateral Documents in Collateral with respect to such Subsidiary Loan Party shall be automatically released free and clear of the Liens created hereby (x) as required by the Administrative Agent to effect any sale, transfer or
other disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to this Agreement or (y) upon such Collateral becoming an ownership interest in any Excluded Subsidiary solely to the extent
permitted by, and in accordance with the terms of, the Credit Agreement; provided that, if so required by the Credit Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have
provided otherwise. In the event of any such termination or release, Schedule II to this Agreement shall be deemed to be modified to remove the Collateral with respect to which the security interests granted hereby have been so released. 

(c) In connection with any termination or release pursuant to this Section 6.11, the Administrative Agent shall
execute and deliver to any Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Administrative Agent
pursuant to this Section 6.11 shall be without recourse to or warranty by the Administrative Agent. 
 SECTION
6.12. Additional Subsidiaries. Pursuant to the Credit Agreement, certain Subsidiaries not party hereto on the Closing Date are required to enter in this Agreement. Upon the execution and delivery by the Administrative Agent and any such
Subsidiary of a Supplement, such Subsidiary shall become a Subsidiary Loan Party, a Guarantor and a Grantor 

  
 22 








 
hereunder, with the same force and effect as if originally named as such herein. The execution and delivery of any Supplement shall not require the consent of any other Loan Party. The rights and
obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Subsidiary Loan Party as a party to this Agreement. 

SECTION 6.13. Administrative Agent Appointed
Attorney-in-Fact. Each Grantor hereby appoints the Administrative Agent the
attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the
Administrative Agent may deem necessary to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the Administrative Agent shall have the right, upon the
occurrence and during the continuance of an Event of Default, with full power of substitution either in the Administrative Agent’s name or in the name of such Grantor (a) to receive, endorse, assign and/or deliver any and all notes,
acceptances, checks, drafts, money orders or other evidences of payment relating to the Collateral or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the
Collateral; (c) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in respect
of any Collateral; (d) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (e) to use, sell, assign, transfer, pledge, make any agreement with respect to or
otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement, as fully and completely as though the Administrative Agent were the absolute owner of the Collateral for all
purposes; provided that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the
Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The Administrative Agent
and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their related parties shall be responsible to any Grantor for any act or
failure to act hereunder, except for their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment). 

[Signature Pages Follow] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year
first above written. 
  

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.
		
	    by	 	 /s/ Marc J. Smernoff

		 	Name: Marc J. Smernoff
		 	Title: Chief Financial Officer



  
 24 








 
			
	AMERICOLD ACQUISITION, LLC
	AMERICOLD LOGISTICS, LLC
	AMERICOLD NEBRASKA LEASING LLC
	AMERICOLD PROPCO PHOENIX VAN BUREN LLC
	AMERICOLD REAL ESTATE, L.P.
	AMERICOLD REALTY, INC.
	AMERICOLD SAN ANTONIO PROPCO, LLC
	AMERICOLD TRANSPORTATION SERVICES, LLC
	ART AL HOLDING LLC
	ART FIRST MEZZANINE BORROWER GP LLC
	ART FIRST MEZZANINE BORROWER OPCO 2006-2 L.P.
	ART FIRST MEZZANINE BORROWER OPCO GP 2006-2 LLC
	ART FIRST MEZZANINE BORROWER PROPCO 2006-2 L.P.
	ART FIRST MEZZANINE BORROWER PROPCO GP 2006-2 LLC
	ART FIRST MEZZANINE BORROWER, L.P.
	ART ICECAP HOLDINGS LLC
	ART MANAGER L.L.C.
	ART MORTGAGE BORROWER GP LLC
	ART MORTGAGE BORROWER, L.P.
	ART MORTGAGE BORROWER OPCO 2006-1A L.P.
	ART MORTGAGE BORROWER OPCO 2006-1B L.P.
	ART MORTGAGE BORROWER OPCO 2006-1C L.P.
	ART MORTGAGE BORROWER OPCO 2006-2 L.P.
	ART MORTGAGE BORROWER OPCO GP 2006-1A LLC
	ART MORTGAGE BORROWER OPCO GP 2006-1B LLC
	ART MORTGAGE BORROWER OPCO GP 2006-1C LLC
	ART MORTGAGE BORROWER OPCO GP 2006-2 LLC
	ART MORTGAGE BORROWER PROPCO 2006-1A L.P.
	ART MORTGAGE BORROWER PROPCO 2006-1B L.P.
	ART MORTGAGE BORROWER PROPCO 2006-1C L.P.
	ART MORTGAGE BORROWER PROPCO 2006-2 L.P.
	ART MORTGAGE BORROWER PROPCO GP 2006-1A LLC
	ART MORTGAGE BORROWER PROPCO GP 2006-1B LLC
	ART MORTGAGE BORROWER PROPCO GP 2006-1C LLC
	ART MORTGAGE BORROWER PROPCO GP 2006-2 LLC
	ART QUARRY TRS LLC
	ART SECOND MEZZANINE BORROWER GP LLC
	ART SECOND MEZZANINE BORROWER, L.P.
	ATLAS COLD STORAGE LOGISTICS LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (ATLANTA) LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (DENVER) LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (PHOENIX) LLC
	ATLAS LOGISTICS GROUP RETAIL SERVICES (ROANOKE) LLC
	KC UNDERGROUND, L.L.C.
	VCD PLEDGE HOLDINGS, LLC
	VERSACOLD ATLAS LOGISTICS SERVICES USA LLC
	VERSACOLD LOGISTICS, LLC
	VERSACOLD MIDWEST LLC
	VERSACOLD NORTHEAST LOGISTICS, LLC
	VERSACOLD NORTHEAST, INC.
	VERSACOLD TEXAS, L.P.
	 VERSACOLD USA, INC.

		
	by	 	  

		 	Name: Marc J. Smernoff
		 	Title: Chief Financial Officer



  
 25 








 
			
	 BANK OF AMERICA, N.A., as

Administrative Agent

		
	    by	 	 /s/ Aamir Saleem

		 	Name: Aamir Saleem
		 	Title: Vice President



  
 26 








 Schedule I to 

the Guarantee and 
 Collateral
Agreement 
 Subsidiary Loan Party Information 
  

					
	 Name
	  	 Jurisdiction of Organization
	  	 Chief Executive Office



  








 Schedule II to 

the Guarantee and 
 Collateral
Agreement 
 Pledged Equity Interests 

Pledged Capital Stock 
  

									
	 Grantor
	  	 Stock Issuer
	  	 Certificate

Number
	  	 Number and Class

of Capital Stock
	  	 Percentage

of Capital Stock



Pledged LLC Interests 
  

									
	 Grantor
	  	 Limited Liability

Company
	  	 Certificate Number
	  	 Number of

LLC Interests
	  	 Percentage

of LLC Interests



Pledged Partnership Interests 
  

									
	 Grantor
	  	 Partnership
	  	 Certificate

Number
	  	 Type of

Partnership Interests
	  	 Percentage of
Partnership
Interests



  








 Exhibit I to the 

Guarantee and 
 Collateral Agreement

 SUPPLEMENT NO. __ dated as of [•], 20[•] (this “Supplement”), to the Guarantee and Collateral
Agreement dated as of January 23, 2018, 2017 (the “Collateral Agreement”), among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), each subsidiary of the Borrower
listed on Schedule I thereto (each such subsidiary individually a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; the Subsidiary Guarantors and the Borrower are referred to
collectively herein as the “Grantors”) and BANK OF AMERICA, N.A., a national banking association, as administrative and collateral agent (in such capacity, the “Administrative Agent”). 

A. Reference is made to the Credit Agreement dated as of January 23, 2018, (as amended, restated, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among the Borrower, the lenders from time to time party thereto and the Administrative Agent. 

B. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Collateral Agreement
and the Credit Agreement referred to therein, as applicable. 
 C. The Guarantors and Grantors have entered into the Collateral Agreement in
order to induce the Lenders and the Letter of Credit Issuers to make extensions of credit to the Borrower under the Credit Agreement. Section 6.12 of the Collateral Agreement provides that additional Subsidiaries may become Subsidiary Parties
under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Subsidiary”) is executing this Supplement in accordance with the requirements of the
Credit Agreement to become a Subsidiary Loan Party, a Loan Party, a Guarantor and a Grantor under the Collateral Agreement in order to induce the Lenders and the Letter of Credit Issuers to make additional extensions of credit under the Credit
Agreement and as consideration for such extensions of credit previously made. 
 Accordingly, the Administrative Agent and the New
Subsidiary agree as follows: 
 SECTION 1. In accordance with Section 6.12 of the Collateral Agreement, the New Subsidiary by its
signature below becomes a Loan Party, a Subsidiary Loan Party, a Guarantor and a Grantor under the Collateral Agreement with the same force and effect as if originally named therein as such, and the New Subsidiary hereby (a) agrees to all the
terms and provisions of the Collateral Agreement applicable to it in such capacities and (b) represents and warrants that the representations and warranties made by it in such capacities thereunder are true and correct on and as of the date
hereof. In furtherance of the foregoing, the New Subsidiary, as security for the payment and performance in full of the Obligations (as defined in the Collateral Agreement), does hereby create and grant to the Administrative Agent, its successors
and assigns, for the benefit of the Secured Parties, their successors and assigns, a security interest in and lien on all of the New Subsidiary’s right, title and interest in, to and under the Collateral (as defined in the Collateral Agreement)
of the New Subsidiary. Each reference to a “Loan Party,” “Subsidiary Loan Party,” “Guarantor” or “Grantor” in the Collateral Agreement shall be deemed to include the New Subsidiary.
The Collateral Agreement is hereby incorporated herein by reference. 

  








 SECTION 2. The New Subsidiary represents and warrants to the Administrative Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law and hereby makes each of the representations and warranties
applicable to a Grantor contained in the Collateral Agreement. 
 SECTION 3. This Supplement 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 Supplement shall become effective when a counterpart hereof executed on
behalf of the New Subsidiary shall have been delivered to the Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent. Delivery of an executed counterpart of a signature page of this Supplement by
facsimile or other electronic imaging shall be effective as delivery of a manually executed counterpart of this Supplement. 
 SECTION 4.
The New Subsidiary hereby represents and warrants that (a) Schedule I sets forth, as of the date hereof, the true and correct legal name of the New Subsidiary, its jurisdiction of organization and the location of its chief executive office
and (b) Schedule II sets forth, as of the date hereof, a true and complete list of all the Pledged Equity Interests owned by the New Subsidiary and the percentage of the issued and outstanding units of each class of the Capital Stock of
the issuer thereof represented by the Pledged Equity Interests owned by the New Subsidiary. 
 SECTION 5. Except as expressly supplemented
hereby, the Collateral Agreement shall remain in full force and effect. 
 SECTION 6. THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES UNDER THIS SUPPLEMENT, AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF RELATING TO THIS SUPPLEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 
 SECTION 7. Any provision of this Supplement
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 8. All communications and notices hereunder shall be in writing and given as provided in Section 6.01 of the Collateral
Agreement. 

  
 2 








 SECTION 9. The New Subsidiary agrees to reimburse the Administrative Agent for its reasonable out-of-pocket expenses, including the reasonable fees, charges and disbursements of counsel, incurred by it in connection with this Supplement, including the preparation,
execution and delivery thereof. 
 IN WITNESS WHEREOF, the New Subsidiary and the Administrative Agent have duly executed this Supplement to
the Collateral Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW SUBSIDIARY]
		
	    by	 	  

		 	Name:
		 	Title:


  

			
	 BANK OF AMERICA, N.A.,
 as
Administrative Agent

		
	    by	 	  

		 	Name:
		 	Title:



  
 3 








 Schedule I 

to Supplement No. __ to the 

Guarantee and 
 Collateral Agreement

 New Subsidiary Loan Party Information 
  

					
	 Name
	  	 Jurisdiction of Organization
	  	 Chief Executive Office



  








 Schedule II 

to Supplement No. __ to the 

Guarantee and 
 Collateral Agreement

 Pledged Equity Interests 

Pledged Capital Stock 
  

									
	 Grantor
	  	 Stock Issuer
	  	 Certificate

Number
	  	 Number and Class

of Capital Stock
	  	 Percentage

of Capital Stock



Pledged LLC Interests 
  

									
	 Grantor
	  	 Limited Liability Company
	  	 Certificate Number
	  	 Number of

LLC Interests
	  	 Percentage

of LLC Interests



Pledged Partnership Interests 
  

									
	 Grantor
	  	 Partnership
	  	 Certificate

Number
	  	 Type of

Partnership Interests
	  	 Percentage of

Partnership Interests



  








 EXHIBIT B 

FORM OF 
 BORROWING BASE
CERTIFICATE 
 [See attached.] 

  
 B-1 








 Submission Date: ____________ 

BORROWING BASE CERTIFICATE 

of 
 AMERICOLD REALTY
OPERATING PARTNERSHIP, L.P. 
 Period ending _______________ 

Bank of America, N.A. 
 Agency Management 

555 California Street, 4th Floor 
 Mail Code: CA5-705-04-09 
 San Francisco, CA 94104

 Attention: Aamir Saleem 
 Facsimile No.: (415) 503-5089 
 Email: aamir.saleem@baml.com 

Reference is made to that Credit Agreement dated as of January 23, 2018 (as amended, amended and restated, extended, supplemented or
otherwise modified in writing from time to time, the “Credit Agreement”), among Americold Realty Operating Partnership, L.P. (the “Borrower”), Americold Realty Trust, the several Lenders and Letter of Credit Issuers
from time to time party thereto and Bank of America, N.A., as Administrative Agent. Capitalized terms used herein that are not defined herein shall have the meanings assigned to such terms in the Credit Agreement. 

Pursuant to the provisions of the Credit Agreement, the undersigned Responsible Officer of the Borrower hereby certifies and represents and
warrants on behalf of the Borrower as follows: 
 1. The information contained in Schedule I of this certificate and the attached
information supporting the calculation of the Borrowing Base Amount and the Eligible Value of each Qualified Asset is true, complete and correct as of the close of business on
[                                    ] (the “Calculation
Date”) and has been prepared in accordance with the provisions of the Credit Agreement. 
 2. As of the Calculation Date, the Total
Extensions of Credit is equal to $[                    ] and does not exceed the Aggregate Borrowing Base Amount of
$[                    ]. 
 3. Each of
the Qualified Assets complies with the Eligibility Criteria applicable thereto. 
 4. No Default or Event of Default has occurred and is
continuing as of the date hereof or will result from any addition of any Qualified Asset reflected herein. 

  








 5. Each of the representations and warranties made by the Loan Parties in or pursuant to the Loan
Documents is true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect, in all respects) on and as of the date hereof before and after giving effect to any addition of any Qualified Asset reflected herein,
as if made on and as of the date hereof (except where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects (or, if
qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date and except that for purposes of this Borrowing Base Certificate, the representations and warranties contained in Section 6.1(a)
and (b) shall be deemed to refer to the most recent statements furnished pursuant to Sections 8.1(a) and (b), respectively). 

[signature page follows] 

  
 2 








 In each case, with supporting information showing the computations used in determining the
calculations set forth on Schedule I attached hereto. 
  

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,


 
			
		
	 By
	 	  

	 Name:

	 Title:



 [Signature Page to Borrowing Base Certificate] 







 Schedule I to Borrowing Base Certificate 

 

							
	TOTAL EXTENSIONS OF CREDIT TO AGGREGATE BORROWING
BASE AMOUNT	 
	 1. Aggregate Borrowing Base Amount (see table below)
	 		  	$	                	 
	 2. Total Extensions of Credit as of the Calculation Date:

the sum of:
	 		  			
	 (a) the aggregate principal amount of Revolving Credit Loans outstanding:
	 	$                	  			
	 (b) the aggregate amount of L/C Obligations
	 	$                	  			
	 (c) the aggregate principal of Term Loans outstanding
	 	$                	  			
	 (d) the aggregate principal of any term loans made under any Additional TL Tranches outstanding (to the extent not
included above)
	 	$                	  	$	                	 
	 3. Mandatory prepayment required pursuant to Section 5.2(a) (the excess of (2) over
(1))
	 		  	$	                	 

  

					
	 AGGREGATE BORROWING BASE
AMOUNT
 (calculated after giving effect to the Borrowing Base Amount Limitations in the tables that
follow)
	 
	 (A) Eligible Value of Eligible Capital Leased Assets times 35%
	  	$	                	 
	 plus (B) Eligible Value of Eligible Ground Leased Assets times 65%
	  	$	                	 
	 plus (C) Eligible Value of Eligible Managed Segment times 35%
	  	$	                	 
	 plus (D) Eligible Value of Eligible Operating Leased Assets times 35%
	  	$	                	 
	 plus (E) Eligible Value of Eligible Owned Assets times 65%
	  	$	                	 
		
	 AGGREGATE BORROWING BASE
AMOUNT
 Sum of items (A) through (E) above
	  	$	                	 

 Schedule I - 1 








					
	ELIGIBLE OWNED ASSET SUMMARY	 
	 1. [Asset Name]
	  			
	 (i) Appraised Value (Eligible Value)
	  	$	                	 
	 (ii) Appraised Value multiplied by 65%
	  	$	                	 
	 (iii) Borrowing Base Amount (immediately above line, as adjusted to comply with the
Borrowing Base Amount Limitations in the following tables)
	  	$	                	 
	 2. [Asset Name]

[Replicate 1. above and all subparts for each Eligible Owned Asset]
	  

 


  

					
	ELIGIBLE GROUND LEASED ASSET SUMMARY	 
	 1. [Asset Name]
	  			
	 (i) Appraised Value (Eligible Value)
	  	$	                	 
	 (ii) Appraised Value multiplied by 65%
	  	$	                	 
	 (iii) Borrowing Base Amount (immediately above line, as adjusted to comply with the
Borrowing Base Amount Limitations in the following tables)
	  	$	                	 
	 2. [Asset Name]

[Replicate 1. above and all subparts for each Eligible Ground Leased Asset]
	  

 


  

					
	ELIGIBLE CAPITAL LEASED ASSET SUMMARY	 
	 1. [Asset Name]
	  			
	 (i) Applicable Qualified EBITDA multiplied by 8.0 (Eligible Value)
	  	$	                	 
	 (ii) Eligible Value multiplied by 35%
	  	$	                	 
	 (iii) Borrowing Base Amount (immediately above line, as adjusted to comply with the
Borrowing Base Amount Limitations in the following tables)
	  	$	                	 
	 2. [Asset Name]

[Replicate 1. above and all subparts for each Eligible Capital Leased Asset]
	  

 


 Schedule I - 2 








					
	ELIGIBLE OPERATING LEASED ASSET SUMMARY	 
	 1. [Asset Name]
	  			
	 (i) Applicable Qualified EBITDA multiplied by 8.0 (Eligible Value)
	  	$	                	 
	 (ii) Eligible Value multiplied by 35%
	  	$	                	 
	 (iii) Borrowing Base Amount (immediately above line, as adjusted to comply with the
Borrowing Base Amount Limitations in the following tables)
	  	$	                	 
	 2. [Asset Name]

[Replicate 1. above and all subparts for each Eligible Operating Leased Asset]
	  

 


  

					
	ELIGIBLE MANAGED SEGMENT SUMMARY	 
	 1. [Asset Name]
	  			
	 (i) Applicable Qualified EBITDA multiplied by 8.0 (Eligible Value)
	  	$	                	 
	 (ii) Eligible Value multiplied by 35%
	  	$	                	 
	 (iii) Borrowing Base Amount (immediately above line, as adjusted to comply with the
Borrowing Base Amount Limitations in the following tables)
	  	$	                	 
	 2. [Asset Name]

[Replicate 1. above and all subparts for each Eligible Managed Segment]
	  

 



  
 Schedule I - 3 








 BORROWING BASE AMOUNT LIMITATIONS 

 

					
	AGGREGATE BORROWING BASE AMOUNT (WITH SINGLE QUALIFIED ASSET
CONCENTRATION RESTRICTION)	 
	 1. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 2. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 3. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 4. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 5. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 6. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 7. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 8. [Asset Name] Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 9. Eligible Managed Segment Concentration Limit Borrowing Base Amount
	  	$	                	 
	 MUST NOT EXCEED 10% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 TOTAL: [Sum of (1) through ([ ])]
	  	$	                	 

  

					
	 Eligible Owned Assets
	  	$	                	 
	 Eligible Ground Leased Assets
	  	$	                	 
	 Eligible Capital Leased Assets
	  	$	                	 
	 Eligible Operating Leased Assets
	  	$	                	 
	 Eligible Managed Segment
	  	$	                	 
	 TOTAL:
	  	$	                	 

  

	**	Provided that, to the extent such limitation is exceeded, only such portion of the value of such Qualified Asset shall be excluded from the calculation of the Aggregate Borrowing Base Amount to the extent
necessary to comply with the foregoing limitations. 


  
 Schedule I - 4 









					
	AGGREGATE CONCENTRATION LIMITS1	 
	 1. Amount of Aggregate Borrowing Base Amount contributed by Eligible Capital Leased
Assets
	  	$	                	 
	 2. Amount of Aggregate Borrowing Base Amount contributed by Eligible Operating Leased
Assets
	  	$	                	 
	 3. Amount of Aggregate Borrowing Base Amount contributed by Eligible Managed Segment
	  	$	                	 
	 subtotal ((1) through (3))
	  	$	                	 
	 SUM OF (1) THROUGH (3)
MUST NOT EXCEED 10% OF TOTAL** (above divided by
Total below)
	  	 	                	% 
	 4. Amount of Aggregate Borrowing Base Amount contributed by Eligible Ground Leased Assets
	  	$	                	 
	 (4) MUST NOT EXCEED 20% OF
TOTAL** (above divided by Total below)
	  	 	                	% 
	 subtotal ((1) through (4))
	  	$	                	 
	 SUM OF (1) THROUGH (4)
MUST NOT EXCEED 25% OF TOTAL** (above divided by
Total below)
	  	 	                	% 
	 5. Amount of Aggregate Borrowing Base Amount contributed by Eligible Owned Assets
	  	$	                	 
	 (5) MUST EQUAL OR EXCEED 75%
OF TOTAL** (above divided by Total below)
	  	 	                	% 
	 TOTAL: [Sum of (1) through (5)]
	  	$	                	 

  
  

 

	1	Aggregate Borrowing Base Amount to be derived after giving effect to concentration limits set forth in preceding table. 


	**	Provided that, to the extent such limitation is exceeded, only such portion of the value of such Qualified Assets shall be excluded from the calculation of the Aggregate Borrowing Base Amount to the extent
necessary to comply with the foregoing limitations. 


  
 Schedule I - 5 








 EXHIBIT C 

FORM OF 
 PERFECTION
CERTIFICATE 
 [See attached.] 

  
 C-1 








 PERFECTION CERTIFICATE 

[DATE] 
 Reference is made
to the Credit Agreement dated as of January 23, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Americold Realty Operating
Partnership, L.P. (the “Borrower”), Americold Realty Trust, the several Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent (in such capacity, the
“Administrative Agent”). Capitalized terms used but not defined herein have the meanings assigned in the Credit Agreement or the Guarantee and Collateral Agreement referred to therein, as applicable. 

The undersigned, a Responsible Officer of the Borrower, hereby certifies to the Administrative Agent and each other Secured Party as follows:

 1. Names. (a) Set forth on Schedule 1(a) is (i) the exact legal name of each Grantor, as such name appears in its
respective certificate of formation or organization, (ii) the Organizational Identification Number, if any, issued by the jurisdiction of formation of each Grantor that is a registered organization and (iii) the Federal Taxpayer
Identification Number of each Grantor. 
 (b) Set forth on Schedule 1(b) is (i) each other legal name each Grantor has had in the past
five years, together with the date of the relevant change and (ii) each other name (including trade names or similar appellations) used by each Grantor or any of its divisions or other business units in connection with the conduct of its
business or the ownership of its properties at any time during the past five years. 
 (c) Except as set forth on Schedule 1(c), no Grantor
has changed its identity or corporate structure in any way within the past five years. Changes in identity or corporate structure would include mergers, consolidations and acquisitions (including acquisitions of all or substantially all of the
assets of another person), as well as any change in the form, nature or jurisdiction of organization. If any such change has occurred, include in Schedule 1(c) the information required by Sections 1 and 2 of this certificate as to each acquiree or
constituent party to a merger or consolidation. 
 2. Current Locations. Set forth on Schedule 2 is (a) the jurisdiction of
formation or organization of each Grantor that is a registered organization, (b) the address of the chief executive office of each Grantor and (c) all locations where each Grantor maintains any books or records relating to any material
accounts receivables (in excess of $1,000,000). 
 3. File Search Reports. File search reports have been obtained from each Uniform
Commercial Code filing office identified with respect to such Grantor in Section 2 hereof, and such search reports reflect no liens against any of the Collateral other than those permitted under the Credit Agreement. 

4. UCC Filings. Financing statements in substantially the form of Schedule 4 hereto have been prepared for filing in the proper Uniform
Commercial Code filing office in the jurisdiction in which each Grantor is located set forth with respect to such Grantor in Section 2 hereof. 







 5. Capital Stock. Attached hereto as Schedule 5 is a true and correct list of (a) all
the issued and outstanding Capital Stock of the Borrower and each Subsidiary and the record and beneficial owners of such Capital Stock and (b) each equity investment of the Borrower or any Subsidiary that represents 50% or less of the Capital
Stock of the Person in which such investment was made, in each case specifying the issuer and certificate number of, and the number and percentage of ownership represented by, such Capital Stock and, if such Capital Stock is not required to be
pledged under any of the Loan Documents, the reason therefor. 
 [signature page immediately follows] 

  
 2 








 IN WITNESS WHEREOF, the undersigned have duly executed this certificate on the date first written
above. 
  

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,
		
	By	 	  

		 	Name:
		 	Title:


 [Signature Page to Perfection Certificate] 







 Schedule 1(a): Legal Name and Identification Numbers 

 

					
	 Exact Legal Name of Grantor
	  	 Organizational Identification

Number
	  	 Federal Taxpayer Identification

Number


 Schedule
1(a) 
 Legal Name and Identification Numbers 







 Schedule 1(b): Past Names and Trade Names 

 

					
	 Grantor
	  	 Past Names
	  	 Trade Names



Schedule 1(b) 
 Past Names and
Trade Names 







 Schedule 1(c): Changes in Identity/Corporate Structure 

 

			
	 Grantor
	  	
Change in Identity/Corporate Structure



Schedule 1(c) 
 Changes in
Identity/Corporate Structure 







 Schedule 2: Current Locations 

 

							
	 Grantor
	  	 Jurisdiction of Formation/

Organization
	  	 Chief Executive Office

Address
	  	
Accounts Receivable
Books and Records
Locations



Schedule 2 
 Current Locations 








 Schedule 4: UCC Filings 

 

			
	 Grantor
	  	 Filing Jurisdiction



Schedule 4 
 UCC Filings 







 Schedule 5: Capital Stock 

 

									
	 Issuer
	  	 Owner
	  	 Certificate Number
	  	 Percentage of
Ownership
	  	 Reason Not Pledged
(if
applicable)


 Schedule 5 

Capital Stock 







 EXHIBIT D-1 

FORM OF 
 ASSIGNMENT AND
ASSUMPTION 
 [See attached.] 

  
 D-1 








 ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between the Assignor identified in item 1 below and the Assignee identified in item 2 below. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”) receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions
set forth in Annex I attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases
and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions referred to below and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below, (a) all the
Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of
such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any Guarantees with respect to, and the Letters of Credit and Swing Line Loans included in, such facilities) and (b) to the
extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit
Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (a) above (the rights and obligations sold and assigned pursuant to clauses (a) and (b) above being referred to
herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  

	 	1.	Assignor:
                                         
                                         
                                         
          


	 	            [Assignor	[is] [is not] a Defaulting Lender 

  

	 	2.	Assignee:
                                         
                                         
                                         
           


	 	            [Assignee	is [a Lender] [an Affiliate/Approved Fund of [identify Lender]]]1 

  

	 	3.	Borrower: Americold Realty Operating Partnership, L.P., a Delaware limited partnership 

  

	 	4.	Administrative Agent: Bank of America, N.A., as the Administrative Agent under the Credit Agreement 

  

 

	1 	Select as applicable. 









	 	5.	Credit Agreement: The Credit Agreement dated as of January 23, 2018, among Americold Realty Operating Partnership, L.P., a Delaware limited partnership, Americold Realty Trust, a Maryland real estate investment
trust, the several Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 

  

	 	6.	Assigned Interest:2 

  

													
	 Facility Assigned
	  	Aggregate Amount of
Commitments/Loans
of the applicable
Class for all Lenders	 	  	Amount of the
Commitments/
Loans of the
applicable
Class Assigned	 	  	Percentage Assigned
of
Commitments/
Loans3	 
	 Revolving Credit Commitments/Loans
	  	$		 	  	$		 	  	 	%	 
	 Term Loan Facility
	  	$		 	  	$		 	  	 	%	 

 Effective Date:
                    , 20         [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE
DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR] 
 The Assignee, if not already a Lender, agrees to deliver to the Borrower and
Administrative Agent a completed administrative questionnaire supplied by the Administrative Agent in which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its Affiliates and their related parties or their respective subsidiaries) will be made available and who may receive such information in accordance with the
Assignee’s compliance procedures and applicable law, including Federal, State and foreign securities laws. 
  

	2 	Must comply with the minimum assignment amounts set forth in Section 12.6(b)(ii)(A) of the Credit Agreement, to the extent such minimum assignment amounts are applicable. 


	3 	Set forth, to at least 9 decimals, as a percentage of the Commitments/Loans of all Lenders of any Class, as applicable. 


  
 2 









			
	 The terms set forth above are hereby agreed to:
  

                          
              , as Assignor,
  

By:                         
                                         
          
       Name:

      Title:
	  	 [Consented to and]4 Accepted:

 
 BANK OF AMERICA, N.A., as

Administrative Agent,
  

By:                         
                                         
                  

      Name:

      Title:

		
	
                          
                      , as Assignee,5

 

By:                         
                                   

      Name:

      Title:
	  	 [Consented to:
  

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,
  

By:                         
                                         
      
       Name:

      Title: ]6

		
		  	 [Consented to: 7

 
 BANK OF AMERICA, N.A., as a Letter of Credit Issuer

 

By:                         
                                         
          
       Name:

      Title: ]

		
		  	 [JPMORGAN CHASE BANK, N.A., as a Letter of Credit Issuer]
  

By:                         
                                         
          
       Name:

      Title:

		
		  	 BANK OF AMERICA, N.A., as Swing Line Lender
  

By:                         
                                         
          
       Name:

      Title: ]


  

	4 	No consent of the Administrative Agent is required for an assignment of any Term Commitment or Term Loan to a Term Lender, an Affiliate of a Term Lender or an Approved Fund. 


	5 	The Assignee must deliver to the Borrower and Administrative Agent all applicable tax forms required to be delivered by it under Section 5.4(e) of the Credit Agreement. 


	6 	No consent of the Borrower is required (x) with respect to Term Commitments or Term Loans, for an assignment to a Term Lender, an Affiliate of a Term Lender or an Approved Fund, (y) with respect to Revolving
Credit Commitments or Revolving Credit Loans, for an assignment to a Revolving Credit Lender, an Affiliate of a Revolving Credit Lender or an Approved Fund or (z) if an Event of Default has occurred and is continuing, for any assignment
(provided that the Borrower will be deemed to have consented to any assignment unless it shall object within 10 Business Days after having received notice thereof). 


	7 	To be added only if the assignment is of Revolving Credit Commitments or Revolving Credit Loans, which requires the consent of each Letter of Credit Issuer and the Swing Line Lender pursuant to
Section 12.6(b)(i)(C) of the Credit Agreement. 


  
 3 








 ANNEX 1 TO 

ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 

1. Representations and Warranties. 

1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned
Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, other than statements made by it herein, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the
financial condition of the Borrower, any Subsidiary or any other Affiliate of the Borrower or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any Subsidiary or any other
Affiliate of the Borrower or any other Person of any of their respective obligations under any Loan Document. 
 1.2. Assignee. The
Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption, to consummate the transactions contemplated hereby and to become a
Lender under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to be satisfied by it in order to acquire the Assigned Interest and become a Lender (subject to such consents, if
any, as may be required under Section 12.6(b)(i) of the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of
the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion
in making its decision to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most
recent financial statements delivered pursuant to Section 8.1 thereof (or, prior to the first such delivery, the financial statements referred to in Section 7.1 thereof), and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, (vi) if it is a Lender that is a U.S. Person, attached hereto is an executed original of IRS Form W-9 certifying that such Lender is exempt from
U.S. Federal backup withholding tax, (vii) if it is a Non-U.S. Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement (including
Section 5.4(e) thereof), duly completed and executed by the Assignee, and (viii) it is an eligible assignee in accordance with the terms of Section 12.6 of the Credit Agreement, and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and 

  
 4 








 
information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
 2.
Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have
accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid
or payable in kind from and after the Effective Date to the Assignee. 
 3. General Provisions. This Assignment and Assumption shall
be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption 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. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile transmission or other electronic imaging
shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising
out of or relating to this Assignment and Assumption and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York. 

  
 5 








 EXHIBIT D-2 

FORM OF 
 ADMINISTRATIVE
AGENT QUESTIONNAIRE 
 [See attached.] 

  
 D-2 








 



 







 



 







 



 







 



 







 EXHIBIT E 

FORM OF 
 PROMISSORY NOTE
(TERM LOAN) 
 [INSERT DATE] 

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                                 or its registered assigns (the
“Lender”), in accordance with the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Term Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as
of January 23, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among
the Borrower, Americold Realty Trust, the Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 

The Borrower promises to pay interest on the unpaid principal amount of each Term Loan from the date of such Term Loan until such principal
amount is paid in full, at such interest rates and at such times as provided in the Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars at the Administrative
Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at
the per annum rate set forth in the Credit Agreement. 
 This Note is one of the Notes referred to in the Credit Agreement, and the holder
is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guarantee and Collateral Agreement and the Guaranty. Upon the
occurrence and continuation of one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit
Agreement. Term Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount
and maturity of its Term Loans and payments with respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives, to
the maximum extent permitted by applicable law, diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. 

THIS NOTE, AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR
RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

  
 E-1 








 
			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 E-2 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	 	 Type of

Loan Made
	 	 Amount of

Loan Made
	  	 End of

Interest

Period
	  	 Amount of
Principal or
Interest
Paid This

Date
	  	 Outstanding
Principal
Balance

This Date
	  	 Notation

Made By

		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	


  
 E-3 








 EXHIBIT F 

FORM OF 
 PROMISSORY NOTE
(REVOLVING CREDIT LOAN) 
 [INSERT DATE] 

FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                             or its registered assigns (the “Lender”), in accordance with
the provisions of the Credit Agreement (as hereinafter defined), the principal amount of each Revolving Credit Loan from time to time made by the Lender to the Borrower under that certain Credit Agreement, dated as of January 23, 2018 (as
amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as therein defined), among the Borrower, Americold Realty
Trust, the Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 
 The
Borrower promises to pay interest on the unpaid principal amount of each Revolving Credit Loan from the date of such Revolving Credit Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the
Credit Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid
amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Credit Agreement. 

This Note is one of the Notes referred to in the Credit Agreement, and the holder is entitled to the benefits thereof and may be prepaid in
whole or in part subject to the terms and conditions provided therein. This Note is also entitled to the benefits of the Guarantee and Collateral Agreement and the Guaranty. Upon the occurrence and continuation of one or more of the Events of
Default specified in the Credit Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Credit Agreement. Revolving Credit Loans made by the Lender shall be
evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Revolving Credit Loans and
payments with respect thereto. 
 The Borrower, for itself, its successors and assigns, hereby waives, to the maximum extent permitted by
applicable law, diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. 

  
 F-1 








 THIS NOTE, AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT
OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

 

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 F-2 








 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	 Date
	 	 Type of

Loan Made
	 	 Amount of

Loan Made
	  	 End of

Interest

Period
	  	 Amount of
Principal or
Interest
Paid This

Date
	  	 Outstanding
Principal
Balance

This Date
	  	 Notation

Made By

		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	
		 		 		  		  		  		  	


  
 F-3 








 EXHIBIT G-1 

FORM OF 
 COMMITTED LOAN
NOTICE 
 [See attached.] 

  
 G-1 








 COMMITTED LOAN NOTICE 

Date:                      ,
         
 To: Bank of America, N.A., as Administrative Agent 

Ladies and Gentlemen: 
 Reference is made to that
certain Credit Agreement, dated as of January 23, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used
herein as therein defined), among Americold Realty Operating Partnership L.P., a Delaware limited partnership (the “Borrower”), Americold Realty Trust, a Maryland real estate investment trust, the several Lenders and Letter of
Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 
 The undersigned hereby requests (select one): 

☐ A Borrowing of Revolving Credit Loans         ☐ A conversion or continuation of Revolving Credit Loans

 ☐ A Borrowing of Term
Loans                            ☐ A conversion or continuation of Term Loans 

ARTICLE
I.ON                                        
                             (A BUSINESS DAY). 

ARTICLE II.IN THE AMOUNT OF
$                                       
     .1 
 ARTICLE III.COMPRISED OF
                                         
   . 

                          
                          [TYPE OF LOAN REQUESTED] 

ARTICLE IV.FOR EURODOLLAR LOANS: WITH AN INTEREST PERIOD OF
                         MONTHS.2 

The Revolving Credit Loan Borrowing, if any, requested herein complies with clauses (x)(iv) and (v) and clause (y) of the
provisos to Section 2.1(b) of the Credit Agreement. 
  

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

	1 	Minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof 


	2	Select one, two, three or six months (in each case, subject to availability), or such other period that is twelve months or less consented to by all of the Lenders
the Class participating therein. 


  
 [Committed Loan Notice]









 EXHIBIT G-2 

FORM OF 
 SWING LINE LOAN NOTICE

 [See attached.] 

  
 G-2 








 SWING LINE LOAN NOTICE 

Date:                     ,
         
  

	To:	Bank of America, N.A., as Swing Line Lender 

 Bank of America, N.A., as Administrative Agent

 Ladies and Gentlemen: 
 Reference is made to that certain
Credit Agreement, dated as of January 23, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein being used herein as
therein defined), among Americold Realty Operating Partnership L.P., a Delaware limited partnership (the “Borrower”), Americold Realty Trust, a Maryland real estate investment trust, the several Lenders and Letter of Credit Issuers
from time to time party thereto and Bank of America, N.A., as Administrative Agent. 
 The undersigned hereby requests a Swing Line Loan: 

 

	 	1.	On
                                        
                            (a Business Day). 


 

	 	2.	In the amount of
$                                         
                                       .


 The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of
Section 2.3(a) of the Agreement. 
  

			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.


 
			
		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
 [Swing Line Loan Notice]









 EXHIBIT H 

FORM OF 
 DESIGNATION
NOTICE 
  

	TO:	Bank of America, N.A., as Administrative Agent 

  

	RE:	Reference is made to that certain Credit Agreement, dated as of January 23, 2018 (as amended, amended and restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit
Agreement;” the terms defined therein being used herein as therein defined), among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), Americold Realty Trust, a Maryland real
estate investment trust, the Lenders and Letter of Credit Issuers from time to time party thereto, and Bank of America, N.A., as Administrative Agent. 


DATE: [Date] 
  

 
 [Name of Hedge Bank/Cash Management Bank] hereby
notifies you, pursuant to the terms of the Credit Agreement, that it meets the requirements of a [Hedge Bank/Cash Management Bank] under the terms of the Credit Agreement and is a [Hedge Bank/Cash Management Bank] under the Credit Agreement and the
other Loan Documents. 
 Delivery of an executed counterpart of a signature page of this notice by fax transmission or other electronic mail transmission
(e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this notice. 
 A duly authorized officer of
the undersigned has executed this notice as of the day and year set forth above. 
  

	
	[NAME OF HEDGE BANK/CASH MANAGEMENT BANK], as a [Hedge Bank/Cash Management Bank]
	
	By:                                     
                                       
	      Name:                               
                                  
	      Title:                               
                                    



  
 H-1 








 
			
	AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,
		
	By:	 	  

		 	Name:
		 	Title:



  
 H-2 








 EXHIBIT I 

FORM OF 
 COMPLIANCE CERTIFICATE

 [See attached.] 

  
 I-1 








 COMPLIANCE CERTIFICATE 

of 
 AMERICOLD REALTY
OPERATING PARTNERSHIP, L.P. 
 ☐ Check for distribution to PUBLIC and Private side Lenders1 
 Financial Statement Date:
                    , 
  

	To:	Bank of America, N.A., as Administrative Agent 

 Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of January 23, 2018 (as amended, restated, amended and restated, extended,
supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Americold Realty Operating Partnership, L.P., a Delaware limited partnership
(the “Borrower”), Americold Realty Trust, a Maryland real estate investment trust (the “Company”), the several Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as
Administrative Agent. 
 The undersigned Financial Officer hereby certifies as of the date hereof that he/she is the [chief financial
officer][principal accounting officer][treasurer][controller] of the Company, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on behalf of the Company and the Borrower, and that: 

[Use following paragraph 1 for fiscal year-end financial statements] 

1. The Borrower has delivered the year-end audited financial statements required by Section 8.1(a) of the Agreement for the fiscal
year of the Company ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 

[Use following paragraph 1 for fiscal quarter-end financial statements]

 1. The Borrower has delivered the unaudited financial statements required by Section 8.1(b) of the Agreement for the
fiscal quarter of the Company ended as of the above date. Such financial statements present fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance
with GAAP, consistently applied, as at such date and for such period subject only to normal year-end audit adjustments and the absence of footnotes. 

 
  

	1 	If the box is not checked, this certificate will only be posted to Private Side Lenders. 


  
 1 








 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Company and its Subsidiaries (on a consolidated basis) during the accounting period covered by such financial
statements. 
 3. A review of the activities of the Company and its Subsidiaries during such fiscal period has been made under the
supervision of the undersigned with a view to determining whether during such fiscal period the Company and its Subsidiaries performed and observed all their respective Obligations under the Loan Documents, and 

[select one:] 

[to the knowledge of the undersigned, during such fiscal period each of the Company and its Subsidiaries performed and observed each
covenant and condition of the Loan Documents applicable to it, and no Default or Event of Default has occurred and is continuing.] 

--or-- 

[to the knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed
and the following is a list of each such Default and Event of Default and its nature and status:] 
 4. Schedule 1 attached hereto
sets forth a narrative discussion and analysis of the financial condition and results of operations of the Company and its Subsidiaries (on a consolidated basis) for the fiscal quarter and the portion of the Company’s fiscal year ended on the
Financial Statement Date. 
 5. Schedule 2 attached hereto sets forth reasonably detailed calculations demonstrating compliance with
the Financial Covenants and the Minimum Property Condition. The financial covenant analyses and information set forth on Schedule 2 are true and accurate on and as of the date of this Certificate. 

6. All of the information and analyses set forth in the schedules attached hereto are true and accurate on and as of the date of this
Certificate. 
 IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                    ,                    . 

 

			
	 AMERICOLD REALTY OPERATING

PARTNERSHIP, L.P



 
			
		
	By:	 	      





			
	Name:	 	  

	Title:	 	  




  
 2 








 SCHEDULE 1 

TO COMPLIANCE CERTIFICATE 

DISCUSSION AND ANALYSIS OF 

FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

[See attached] / [Please see discussion and analysis contained in
                    .]1 

 

	1 	If discussion and analysis will be delivered by inclusion in materials filed with the SEC, insert description of relevant filing 








 SCHEDULE 2 

TO COMPLIANCE CERTIFICATE 

FINANCIAL COVENANT AND 

MINIMUM PROPERTY CONDITION CALCULATIONS 

[See attached.] 







 



 







 



 







 



 







 EXHIBIT J-1 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Lenders That Are Not Partnerships For U.S. Federal
Income Tax Purposes) 
 Reference is hereby made to the Credit Agreement dated as of January 23, 2018 (as amended, amended and
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”),
Americold Realty Trust, a Maryland real estate investment trust, the several Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 

Pursuant to the provisions of Section 5.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code,
(iii) it is not a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation”
related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and
the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the
calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	      

		 	Name:
		 	Title:


			
	Date:	 	                    , 20[    ]


  
 J-1 








 EXHIBIT J-2 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Participants That Are Not Partnerships For U.S. Federal
Income Tax Purposes) 
 Reference is hereby made to the Credit Agreement dated as of January 23, 2018 (as amended, amended and
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”),
Americold Realty Trust, a Maryland real estate investment trust, the several Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 

Pursuant to the provisions of Section 5.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a
“10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as
described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such
Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	      

		 	Name:
		 	Title:


			
	Date:	 	                    , 20[    ]


  
 J-2 








 EXHIBIT J-3 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Participants That Are Partnerships For U.S. Federal
Income Tax Purposes) 
 Reference is hereby made to the Credit Agreement dated as of January 23, 2018 (as amended, amended and
restated, extended, supplemented or otherwise modified in writing from time to time, the “Credit Agreement”), among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”),
Americold Realty Trust, a Maryland real estate investment trust, the several Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 

Pursuant to the provisions of Section 5.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect to such participation, neither the
undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the
Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its
direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form
W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form
W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is claiming the
portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have
at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. 

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement. 
  

			
	[NAME OF PARTICIPANT]
		
	By:	 	      

		 	Name:
		 	Title:


			
	Date:	 	                    , 20[     ]


  
 J-3 








 EXHIBIT J-4 

FORM OF 
 U.S. TAX
COMPLIANCE CERTIFICATE 
 (For Non-U.S. Lenders That Are Partnerships For U.S. Federal Income
Tax Purposes) 
 Reference is hereby made to the Credit Agreement dated as of January 23, 2018 (as amended, restated, supplemented
or otherwise modified from time to time, the “Credit Agreement”), among Americold Realty Operating Partnership, L.P., a Delaware limited partnership (the “Borrower”), Americold Realty Trust, a Maryland real estate
investment trust, the several Lenders and Letter of Credit Issuers from time to time party thereto and Bank of America, N.A., as Administrative Agent. 

Pursuant to the provisions of Section 5.4 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record
owner of the Loan(s) (as well as any promissory note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any
promissory note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank”
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “10-percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign
corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the
Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an
IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of such partner’s/member’s beneficial owners that is
claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative
Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments. 
 Unless otherwise defined herein, terms defined in the Credit
Agreement and used herein shall have the meanings given to them in the Credit Agreement. 
  

			
	[NAME OF LENDER]
		
	By:	 	      

		 	Name:
		 	Title:
	Date:	 	                    , 20[    ]


  
 J-4