Arcosa, Inc. (Form: 8-K, Received: 11/01/2018 17:04:00)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of Earliest Event Reported):

October 31, 2018

Arcosa, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-38494	82-5339416
(State or other jurisdiction of incorporation	(Commission File No.)	(I.R.S. Employer Identification No.)

2525 N. Stemmons Freeway, Dallas, Texas		75207-2401
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:

( 972) 942-6500

Not Applicable

Former name or former address, if changed since last report

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

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

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

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

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

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

Emerging growth company ☐

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

Item 1.01.

Entry Into a Material Definitive Agreement.

Agreements with Trinity Industries, Inc.

On October 31, 2018, Arcosa, Inc. (“Arcosa”) entered into definitive agreements with Trinity Industries, Inc., the parent and owner of 100% of Arcosa’s common stock at that time (“Trinity”), that, among other things, set forth the terms and conditions of the separation of Arcosa from Trinity (the “Separation”) and provide a framework for Arcosa’s relationship with Trinity after the Separation, including the allocation between Arcosa and Trinity of Arcosa’s and Trinity’s assets, liabilities and obligations attributable to periods prior to, at and after the Separation. In addition to a Separation and Distribution Agreement, which contains certain key provisions related to the Distribution (as defined below), the parties also entered into an Employee Matters Agreement, a Tax Matters Agreement, a Transition Services Agreement and an Intellectual Property Matters Agreement (collectively, the “Separation Agreements”). A summary of certain important terms and conditions of the Separation Agreements, which are described below, can be found in the section entitled “Certain Relationships and Related Person Transactions—Agreements with Trinity” in Arcosa’s Information Statement, which is included as Exhibit 99.1 to Amendment No. 6 to Arcosa’s Registration Statement on Form 10 filed with the Securities and Exchange Commission (the “SEC”) on September 27, 2018. These summaries are incorporated by reference into this Item 1.01 as if restated in full.

Separation and Distribution Agreement

On October 31, 2018, Arcosa and Trinity entered into a Separation and Distribution Agreement that sets forth, among other things, the agreements between Trinity and Arcosa regarding the principal transactions necessary to effect the Separation and the Distribution. It also sets forth other agreements that govern certain aspects of Arcosa’s ongoing relationship with Trinity after the completion of the Separation and Distribution. The description of the Separation and Distribution Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the terms and conditions of the Separation and Distribution Agreement attached hereto as Exhibit 2.1.

Transition Services Agreement

On October 31, 2018, Trinity and Arcosa entered into a Transition Services Agreement pursuant to which Trinity and Arcosa will provide the other party with various services, including services relating to human resources, benefits administration, payroll, technology and information technology, for a transition period of up to eighteen months (which may be extended in certain circumstances) following the Distribution. The charges for such services are generally intended to allow the service provider to recover all of its direct and indirect costs, generally without profit. The description of the Transition Services Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the terms and conditions of the Transition Services Agreement attached hereto as Exhibit 10.1.

Tax Matters Agreement

On October 31, 2018, Trinity and Arcosa entered into a Tax Matters Agreement which governs Trinity’s and Arcosa’s respective rights, responsibilities and obligations after the Distribution with respect to tax liabilities and benefits (including taxes arising in the ordinary course of business and taxes, if any, incurred as a result of any failure of the Distribution or certain related transactions to qualify for tax-free treatment for U.S. federal income tax purposes), tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and other matters regarding taxes. The description of the Tax Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the terms and conditions of the Tax Matters Agreement attached hereto as Exhibit 10.2.

Employee Matters Agreement

On October 31, 2018, Trinity and Arcosa entered into an Employee Matters Agreement which, among other things, governs Trinity’s, Arcosa’s and the parties’ respective subsidiaries’ and affiliates’ rights, responsibilities, and obligations after the spin-off with respect to the following matters: (i) employees and former employees (and their respective dependents and beneficiaries) who are or were employed with Trinity, Arcosa or the parties’ respective subsidiaries or affiliates; (ii) the allocation of assets and liabilities generally relating to employees, employment or service-related matters and employee benefit plans; (iii) employee compensation plans and director compensation plans, including equity plans; and (iv) other human resources, employment, and employee benefits matters. The description of the Employee Matters Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the terms and conditions of the Employee Matters Agreement attached hereto as Exhibit 10.3.

Intellectual Property Matters Agreement

On October 31, 2018, Trinity and Arcosa entered into an Intellectual Property Matters Agreement, under which Trinity will license certain intellectual property to Arcosa, and Arcosa will license certain intellectual property to Trinity. The licenses will be perpetual, irrevocable, royalty-free, fully paid-up, worldwide licenses, in connection with the current and future operation of the businesses, subject to certain limitations. The description of the Intellectual Property Agreement set forth under this Item 1.01 is qualified in its entirety by reference to the terms and conditions of the Intellectual Property Agreement attached hereto as Exhibit 10.4.

Credit Facility with JPMorgan

On the Distribution Date (as defined below), Arcosa entered into a Credit Agreement (the “Credit Agreement”), by and among Arcosa, as borrower, the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, National Association (“JPMorgan”), as administrative agent, Bank of America, N.A., as syndication agent, and SunTrust Bank and Wells Fargo Bank, National Association, as co-documentation agents.

The Credit Agreement provides for a $400.0 million unsecured revolving line of credit with a maturity date of November 1, 2023. The Credit Agreement includes a $100.0 million sublimit for the issuance of letters of credit (each, a “Letter of Credit”). Arcosa may also increase the amount of the commitments under the Credit Agreement by an aggregate amount not to exceed $200.0 million, subject to certain conditions including the agreement of existing Lenders to increase their commitments or by obtaining commitments from one or more new Lenders.

On the Distribution Date, there were no outstanding loans borrowed under the Credit Agreement and there were approximately $19.9 million in Letters of Credit issued under the Credit Agreement. The interest rates under the facility are variable based on LIBOR or an alternate base rate plus a margin that is determined based on Arcosa’s leverage as measured by a consolidated total indebtedness to consolidated EBITDA ratio, and initially are set at LIBOR plus 1.25%. A commitment fee will accrue on the average daily unused portion of the revolving facility at the rate of 0.20% to 0.35%, initially set at 0.20%.

In connection with the Credit Agreement, certain of Arcosa’s Material Domestic Subsidiaries (as defined in the Credit Agreement), including Meyer Utility Structures, LLC (f/k/a Trinity Meyer Utility Structures, LLC), a Delaware limited liability company, McConway & Torley, LLC, a Delaware limited liability company, Standard Forged Products, LLC, a Delaware limited liability company, Arcosa Materials, Inc. (f/k/a Trinity Construction Materials, Inc.), a Delaware corporation, Arcosa LW, LLC (f/k/a Trinity LW, LLC), a Delaware limited liability company, Trinity Marine Products, Inc., a Delaware corporation, Arcosa Aggregates, Inc. (f/k/a Trinity Materials, Inc.), a Delaware corporation, and Arcosa Wind Towers, Inc. (f/k/a Trinity Structural Towers, Inc.), a Delaware corporation, guaranteed Arcosa’s obligations under the Credit Agreement.

The description of the Credit Agreement set forth under this Item 1.01 does not purport to be complete and is qualified in its entirety by reference to the terms and conditions of the Credit Agreement, which is attached hereto as Exhibit 10.5 and is incorporated into this Item 1.01 by reference.

Item 2.03.

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

The information set forth in the section entitled “Credit Facility with JPMorgan” in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.

Item 3.03.

Material Modification to Rights of Security Holders.

The information included under Item 5.03 of this Current Report on Form 8-K regarding the Restated Certificate of Incorporation is incorporated into this Item 3.03 by reference.

Item 5.01.

Changes in Control of Registrant.

Arcosa was a 100% owned subsidiary of Trinity immediately prior to the Distribution. Effective as of 12:01 a.m. local New York City time on November 1, 2018 (the “Distribution Date”), Trinity completed the Separation and the pro rata distribution to holders of record of Trinity common stock, par value $0.01 per share, as of 5:00 p.m. local New York City time on October 17, 2018 (the “Record Date”), of one share of Arcosa common stock, par value $0.01 per share, for every three shares of Trinity common stock held by such Trinity stockholders as of the Record Date (the “Distribution”). Arcosa is now an independent public company and commenced trading “regular way” under the symbol “ACA” on the New York Stock Exchange (“NYSE”) on the Distribution Date. Trinity did not issue fractional shares of Arcosa’s common stock in the Distribution. Trinity stockholders received cash in lieu of fractional shares. Following completion of the Distribution, Trinity retains no ownership interest in Arcosa. The description of the Separation included under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.

Item 5.02.

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

Appointment and Resignation of Directors

On October 1, 2018, when Arcosa’s Registration Statement on Form 10, as amended, initially filed with the SEC on May 15, 2018, was declared effective, the members of the Board initially consisted of Rhys J. Best, Antonio Carrillo, Timothy Wallace, James Perry, and Theis Rice.

Effective as of October 31, 2018, Timothy Wallace, James Perry, and Theis Rice were removed from the Board, and Joseph Alvarado, David W. Biegler, Jeffrey A. Craig, Ronald J. Gafford, John W. Lindsay, Douglas L. Rock, and Melanie M. Trent were appointed to the Board and Mr. Best was appointed to serve as the Non-Executive Chairman of the Board.

Biographical information for each member of the Board can be found in Arcosa’s Information Statement under the section entitled “Management—Directors and Executive Officers Following the Spin-Off,” which section is incorporated by reference into this Item 5.02.

As a result of the resignations and appointments described above, the Board of Arcosa is currently divided into three classes, as follows:

•

Class I: Ronald J. Gafford, Douglas L. Rock and Melanie Trent serve in the first class of directors of the Board whose terms expire at the first annual meeting of Arcosa stockholders following the Distribution;

•

Class II: Joe Alvarado, Jeffrey A. Craig and John Lindsay serve in the second class of directors of the Board whose terms expire at the second annual meeting of Arcosa stockholders following the Distribution; and

•

Class III: Rhys J. Best, David W. Biegler and Antonio Carrillo serve in the third class of directors of the Board whose terms expire at the third annual meeting of Arcosa stockholders following the Distribution.

Commencing with the 2022 annual meeting of stockholders, the Board will no longer be classified, and directors will no longer be divided into classes.

Also, in connection with the Distribution, effective as of October 31, 2018:

•

Mr. Rock, Mr. Craig and Ms. Trent were appointed as members of the Audit Committee. Mr. Rock was appointed to serve as the Chair of the Audit Committee. The Board has determined that each of Mr. Rock, Mr. Craig and Ms. Trent are independent under SEC rules and NYSE listing standards applicable to audit committee members and that each of Messrs. Rock and Craig qualifies as an “audit committee financial expert” for purposes of the rules of the SEC.

•

Mr. Gafford, Mr. Alvarado and Ms. Trent, each of whom has been determined by the Board to be independent under NYSE listing standards, were appointed as members of the Corporate Governance and Directors Nominating Committee of the Board. Mr. Gafford was appointed to serve as the Chair of the Corporate Governance and Directors Nominating Committee.

•

Mr. Biegler, Mr. Alvarado, and Mr. Lindsay, each of whom has been determined by the Board to be independent under SEC rules and NYSE listing standards applicable to compensation committee members, were appointed as members of the Human Resources Committee of the Board. Mr. Biegler was appointed the Chair of the Human Resources Committee.

Each of the non-employee directors of Arcosa will receive compensation for their service as a director or committee member in accordance with plans and programs more fully described in Arcosa’s Information Statement under the heading “Director Compensation,” which is incorporated by reference into this Item 5.02. Each of the non-employee directors of Arcosa will be eligible to participate in the Equity Plan (as defined below) and the Director Deferred Plan (as defined below), the material terms of each of which are described below.

There are no arrangements or understandings between any of the individuals listed above and any other person pursuant to which such individuals were selected as directors. There are no transactions involving any of the individuals listed above that would be required to be reported under Item 404(a) of Regulation S-K.

Appointment of Executive Officers

Prior to the completion of the Distribution, the following individuals were serving as executive officers of Arcosa:

Name	Position
Antonio Carrillo	President and Chief Executive Officer
Scott Beasley	Vice President
S. Theis Rice	Senior Vice President and Assistant Secretary
Mary E. Henderson	Vice President
Gail M. Peck	Vice President
Bryan P. Stevenson	Secretary

In connection with and effective as of the Distribution, on the Distribution Date, the following individuals were appointed to serve as executive officers of Arcosa as set forth in the table below:

Name	Position
Antonio Carrillo	President and Chief Executive Officer
Scott Beasley	Chief Financial Officer
Reid Essl	President of Construction Products
Kerry Cole	President of Energy Equipment
Jesse Collins	President of Transportation Products
Bryan P. Stevenson	Chief Legal Officer and Assistant Corporate Secretary
Kathryn A. Collins	Chief Human Resources Officer
Mary E. Henderson	Chief Accounting Officer
Gail Peck	Senior Vice President, Finance and Treasurer

Biographical information on each of the executive officers can be found in Arcosa’s Information Statement under the section entitled “Management—Directors and Executive Officers Following the Spin-Off,” which is incorporated by reference into this Item 5.02.

Information regarding the plans and programs in which our executive officers may participate is described in Arcosa’s Information Statement under the heading “Compensation Discussion and Analysis,” which is incorporated by reference into this Item 5.02, and in this Section 5.02 under the heading “—Adoption of Equity Compensation, Incentive and Other Benefit Plans.”

In connection with his appointment as President and Chief Executive Officer, Mr. Carrillo received the following compensation: (i) annual salary of $850,000; (ii) annual incentive compensation (“STI”) target of $850,000 under Arcosa’s Annual Plan (as defined below); (iii) annual long-term incentive (“LTI”) target of $3,400,000; and (iv) a one-time long-term incentive grant in the amount of $3,500,000 in restricted stock units in Arcosa which vest on the fourth year anniversary of the award if he is employed by Arcosa on such date. In addition, in connection with their new appointments as executive officers of Arcosa, each of Messrs. Beasley, Essl, and Collins received an increase in compensation as follows: Mr. Beasley’s base salary was increased to $400,000 with an annual STI target of $250,000 and annual LTI target of $400,000; Mr. Essl’s base salary was increased to $350,000 with an annual STI target of $225,000 and annual LTI target of $350,000; and Mr. Collins’ base salary was increased to $350,000 with an annual STI target of $225,000 and annual LTI target of 350,000.

Adoption of Equity Compensation, Incentive and Other Benefit Plans

In connection with the Distribution, effective as of November 1, 2018, the Board of Directors of Arcosa (the “Board”) adopted and Trinity, in its capacity as the sole stockholder of Arcosa prior to the Distribution, approved, the following equity compensation, incentive and other benefit plans for Arcosa’s executive officers, employees and non-employee directors:

Arcosa, Inc. 2018 Stock Option and Incentive Plan (the “Equity Plan”)

Arcosa, Inc. Annual Incentive Plan (the “Annual Plan”)

Arcosa, Inc. 2018 Deferred Plan for Director Fees (the “Director Deferred Plan”)

Arcosa, Inc. Supplemental Profit Sharing Plan (the “Supplemental Plan,” and together with the Equity Plan, the Annual Plan and the Director Deferred Plan, the “Arcosa Plans”)

The following is a description of the material terms and provisions of each of the Arcosa Plans. The descriptions of the Equity Plan, the Annual Plan, the Director Deferred Plan and the Supplemental Plan, as set forth under this Item 5.02 are qualified in their entirety by reference to the terms and conditions of Exhibits 10.6, 10.7, 10.8 and 10.9 attached hereto, respectively.

Arcosa, Inc. 2018 Stock Option and Incentive Plan

The Equity Plan is designed to link the interests of Arcosa’s employees and other participants to those of its stockholders by providing participants with equity incentives that increase in value when the price of Arcosa’s common stock increases. Arcosa’s Human Resources Committee and the Board believe that the ability to provide equity compensation is vital to Arcosa’s ability to attract and retain individuals in the competitive labor markets. The Equity Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and other performance-based awards, dividend equivalents and other forms of awards payable in cash or shares of common stock. Employees of Arcosa or its affiliates who are directors, officers or who are in managerial or other key positions, consultants who provide key consulting services, and non-employee directors are eligible to participate in the Equity Plan, as determined by the Human Resources Committee

Subject to certain adjustments set forth in the Equity Plan, the maximum number of shares of Arcosa common stock that may be issued pursuant to awards under the Equity Plan is 4,800,000 shares. This figure includes the number of shares subject to the awards granted under the Trinity Plans (as defined in the Equity Plan) which are (i) outstanding as of the Effective Date (as defined below), (ii) assumed by Arcosa, and (iii) converted to awards under the Equity Plan. Notwithstanding the foregoing, the maximum number of shares available for issuance pursuant to incentive stock options, nonqualified stock options, and other awards shall be (i) 3,000,000 shares for awards in the form of incentive stock options, (ii) 3,000,000 shares for awards in the form of nonqualified stock options, and (iii) 3,000,000 shares that may be issued pursuant to awards in forms other than incentive stock options and nonqualified stock options.

Awards of restricted stock, restricted stock units, performance awards and other awards (whether relating to cash or shares) under the Equity Plan may be made subject to the attainment of performance goals relating to one or more of the following business criteria: book value; cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); earnings (either in aggregate or on a per-share basis); earnings before or after either, or any combination of, interest, taxes, depreciation, or amortization; economic value added; expenses/costs; gross or net income; gross or net operating margins; gross or net operating profits; gross or net revenues/sales; inventory turns; margins; market share; operating efficiency; operating income; operational performance measures; pre-tax income; productivity ratios and measures; profitability ratios; return measures (including, but not limited to, return on assets, equity, capital, invested capital, sales or revenues); share price (including, but not limited to, growth in share price and total shareholder return); transactions relating to acquisitions or divestitures; or working capital (the “Equity Plan Performance Criteria”). Any Equity Plan Performance Criteria may be used to measure the performance of Arcosa as a whole or any business unit of Arcosa and may be measured in absolute terms, relative to a peer group or index, relative to past performance, or as otherwise determined by the Equity Plan Committee.

The Board or the Human Resources Committee will grant all awards to non-employee directors. The maximum number of shares that may be issued to non-employee directors as a group under the Equity Plan is an aggregate of 1,200,000 shares. The maximum number of shares that may be granted pursuant to any award under the Equity Plan in any one calendar year to a non-employee director is 40,000 shares.

The Equity Plan will become effective as of November 1, 2018 (the “Effective Date”), and unless sooner terminated by the Board, will expire on the tenth anniversary of the Effective Date. No award may be made under the Equity Plan after the expiration of the Equity Plan, but awards made prior thereto may have vesting or exercise periods that extend beyond that date. The Board may terminate the Equity Plan at any time; provided that, termination of the Equity Plan will not affect any award previously granted thereunder.

Except as set forth in the Equity Plan or as set forth below, awards payable in the form of shares of common stock will be subject to a minimum vesting period of no less than one year; provided, however, such awards may vest on an accelerated basis, regardless of the minimum vesting provisions, in the event of a participant’s death, disability, retirement, or in the event of a Change in Control. If the vesting of an award granted to an employee or a consultant is not subject to performance conditions, then such award must have a minimum vesting period of no less than three years, with periodic vesting over such period, provided that, the first vesting date shall occur no earlier than the first anniversary of the date such award is granted. Notwithstanding the foregoing, up to 5% of the shares reserved under the Equity Plan may be granted as awards without meeting the minimum vesting requirements.

Arcosa, Inc. Annual Incentive Plan

The Annual Plan is a short-term cash incentive compensation plan designed to link executive decision making and performance with Arcosa’s goals, reinforce these goals, and ensure the highest level of accountability for the success of Arcosa as a whole. The Annual Plan provides for the granting of awards of incentive compensation that may be paid to a participant upon satisfaction of specified performance goals for an established performance period. Participation in the Annual Plan is limited to those employees of Arcosa and its subsidiaries who are designated by Arcosa’s Human Resources Committee or any other committee as determined by Board, and which shall consist of two or more non-employee directors as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Annual Plan Committee”). For each “performance period” established by the Annual Plan Committee (a performance period may coincide with the fiscal year of Arcosa or may be for a period that is longer or shorter than a fiscal year), the Annual Plan Committee will select the particular employees to whom incentive compensation may be awarded.

Awards under the Annual Plan may be made subject to the attainment of performance goals (consisting of individual performance goals, business unit performance goals and/or company performance goals) relating to one or more of the following criteria: cash flow (including, but not limited to, operating cash flow, free cash flow, cash flow return on equity, and cash flow return on investment); book value; cost; revenues; sales; ratio of debt to debt plus equity; net borrowing, credit quality or debt ratings; profit before tax; economic profit; earnings before or after either, or any combination of, interest, taxes, depreciation, or amortization; gross or net margin; earnings (either in aggregate or on a per-share basis and whether on a pre-tax, after-tax, operational or other basis); operating earnings; capital expenditures; expenses or expense levels; economic value added; ratio of operating earnings to capital spending or any other operating ratios; gross or net income; gross or net operating margins; gross or net profit; gross or net revenues; gross or net sales; net asset value per share; margins; transactions relating to acquisitions or divestitures (including, without limitation, the accomplishment of mergers, acquisitions, dispositions, public offerings or similar extraordinary business transactions); sales growth; price of Arcosa’s common stock (including, but not limited to, growth in share price); return measures (including, but not limited to, return on assets, equity, stockholders’ equity, capital, invested capital, sales or revenues); return on net assets, equity or stockholders’ equity; market share; operating efficiency; operating income; operational performance measures; pre-tax income; productivity ratios and measures; profitability ratios; inventory levels, inventory turn or shrinkage; working capital; or total return to stockholders (“Annual Plan Performance Criteria”). Any Annual Plan Performance Criteria may be measured in absolute terms, relative to a peer group or index, relative to past performance, or as otherwise determined by the Annual Plan Committee.

Approved awards under the Annual Plan for a performance period will be paid in cash to each participant in the year immediately following the close of the year in which such Performance Period ends, following receipt of the independent auditor’s report, but no later than March 31 of such year. In addition, in the event of certain terminations of service due to death or disability or the occurrence of a Change in Control (as defined in the Annual Plan) prior to the end of the applicable performance period, the Annual Plan Committee may, in its sole discretion, pay a participant a pro-rated amount of incentive compensation under such participant’s award. If a participant’s employment is terminated for any reason, other than the death or disability of the participant, during a performance period or after a performance period but prior to the date of actual payment, then such participant will immediately forfeit any right to receive any incentive compensation for such performance period; provided that, where the termination of employment occurs after the performance period has ended but prior to the date of actual payment, the Annual Plan Committee may pay the participant an amount not to exceed the amount earned according to the terms of the award. The payment of an award shall be in the form directed by the Annual Plan Committee and may either be paid in a cash lump sum or in installments.

Arcosa, Inc. 2018 Deferred Plan for Director Fees

The purpose of the Director Deferred Plan is to provide the non-employee directors of the Board an opportunity to defer the payment of their annual retainer fee and Board and committee meeting fees. The Director Deferred Plan is an “unfunded” plan for purposes of the Employee Retirement Income Security Act of 1974, as amended, and is a deferred compensation plan subject to Section 409A of the Code.

Pursuant to the Director Deferred Plan, non-employee directors may elect to defer the receipt of all or a specified portion of the fees to be paid to him or her. Deferred amounts are credited to an account on the books of Arcosa and treated as if invested either (i) at an interest rate equivalent (annual LIBOR rate plus 6 points or some other rate determined by the Human Resources Committee) or, (ii) at the director’s prior election, in units of Arcosa common stock (reflecting the value of a share of Arcosa common stock) at the closing price per share on the last day of the quarter following the date that a payment is credited to the director’s account, or if the last day of the quarter is not a trading day, on the next succeeding trading day (“Stock Units”). Such Stock Units are credited with amounts equivalent to dividends paid on Arcosa’s common stock. Any election to defer and invest in Stock Units must be made on an “Election and Agreement to Defer Director’s Fees,” prior to the year to which the fees for services relate. A deferral election, once made, is irrevocable for the entire year to which it relates. A deferral election will remain in effect for future years unless a new election is made with respect to future years, or a new election is made to cease participation. A director’s account will be maintained on Arcosa’s books until there has been a distribution event for such director.

As a general matter, a director’s account will be distributed, in accordance with the director’s election, either (i) in annual installments not exceeding 10 years, or (ii) in a lump sum, upon the director’s “Termination Date” ( i.e. , the date on which the director ceases to serve on the Board and incurs a “separation from service” within the meaning of Code Section 409A). If a director failed to make a payment election, the director’s account will be paid in installments over a 10 year period. Notwithstanding the foregoing, an alternate payment election can be made with respect to a Termination Date occurring within the two year period following a Change in Control (as defined in the Director Deferred Plan). All distributions will be made in cash.

Arcosa, Inc. Supplemental Profit Sharing Plan

The purpose of the Supplemental Plan is to provide certain of Arcosa’s highly compensated employees an opportunity to defer amounts relating to their base pay and annual incentive awards and to receive (if declared by the employer) a discretionary matching contribution relating to a portion of such deferrals to allow such individuals an opportunity to accumulate funds for retirement. The Supplemental Plan is an “unfunded” plan for purposes of ERISA and is a deferred compensation plan subject to Code Section 409A. The Supplemental Plan will be administered by a committee appointed by the Board for the purpose of overseeing the Supplemental Plan (the “SPSP Committee”).

Highly compensated employees of Arcosa and its affiliates, who are designated as eligible for participation in the Supplemental Plan by the SPSP Committee, may elect to defer the receipt of all or a specified portion of amounts paid to such employee as (i) salary or wages (base pay), and/or (ii) an annual bonus under the terms of the Annual Plan. A deferral election, once made, is irrevocable for the entire year to which it relates and will remain in effect for future years unless a new election is made or such election is cancelled. A participant’s account will be maintained on Arcosa’s books until there has been a distribution event for such participant. The Supplemental Plan provides for a discretionary matching contribution that mimics the matching contribution formula provided for under the Arcosa, Inc. Profit Sharing Plan. Such matching contribution (if made) will be based upon a prescribed applicable percentage that ranges from 0% to 50% based on the participant’s years of service with the applicable percentage maxing out after five years of service. Participants will vest in their employer contributions under the Supplemental Plan based on a five-year graded vesting schedule with 100% vesting occurring after five or more years of service. Years of service will include certain service credit accrued by participants with Trinity as provided for in the Supplemental Plan.

Amounts credited for benefits under the Supplemental Plan will accrue earnings or losses according to hypothetical investment selections made in accordance with each participant’s election. Immediately following the Distribution, such hypothetical investments will include shares of Trinity common stock and Arcosa common stock (collectively “SPSP Stock Units”). After November 1, 2018 each participant holding SPSP Stock Units may elect to diversify out of such investment and may not take any action that would result in such participant’s benefit being credited with additional SPSP Stock Units; within 18 months of the Distribution any SPSP Stock Units allocated under the terms of the Supplemental Plan will be liquidated and the proceeds will be deemed to be invested in alternative investments.

A participant’s account will be distributed upon the earlier of (A) termination of employment on account of death, disability, or retirement in accordance with the participant’s election in either (i) annual installments not exceeding 20 years, or (ii) a lump sum, or (B) termination of employment for any other reason in a lump sum. In all events distribution will occur only to the extent the termination of employment constitutes a “separation from service” within the meaning of Code Section 409A. All distributions will be made in cash; provided, however that if distribution is made while a participant holds SPSP Stock Units, such amounts will be paid in-kind.

Item 5.03.

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

Effective as of October 31, 2018, the certificate of incorporation of Arcosa was restated (the “Restated Certificate of Incorporation”) and the bylaws of Arcosa were amended and restated (the “Amended and Restated Bylaws”). A description of the material provisions of the Restated Certificate of Incorporation and the Amended and Restated Bylaws can be found in Arcosa’s Information Statement under the section entitled “Description of Capital Stock,” which is incorporated by reference into this Item 5.03. The description set forth under this Item 5.03 is qualified in its entirety by reference to the full text of the Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1 and 3.2, respectively.

Item 5.05.

Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

In connection with the Distribution, the Board adopted a Code of Business Conduct and Ethics. A copy of Arcosa’s Code of Business Conduct and Ethics is available under the Governance section of Arcosa’s website at www.arcosa.com.

Item 8.01.

Other Events.

On November 1, 2018, Arcosa issued a press release announcing the completion of the Distribution and the start of Arcosa’s operations as an independent company. A copy of the press release is attached hereto as Exhibit 99.1.

In connection with the Distribution, the Board adopted Corporate Governance Principles effective as of November 1, 2018. A copy of Arcosa’s Corporate Governance Principles is available under the Governance section of Arcosa’s website at www.arcosa.com.

In connection with the Distribution, the Board adopted Categorical Standards for Director Independence effective as of November 1, 2018. A copy of Arcosa’s Categorical Standards for Director Independence is available under the Governance section of Arcosa’s website at www.arcosa.com.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
2.1		Separation and Distribution Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc. *
3.1		Restated Certificate of Incorporation of Arcosa, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-8, filed on October 31, 2018, File No. 333-228098)
3.2		Amended and Restated Bylaws of Arcosa, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-8, filed on October 31, 2018, File No. 333-228098 )
10.1		Transition Services Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc.
10.2		Tax Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc.
10.3		Employee Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc.
10.4		Intellectual Property Matters Agreement, dated as of October 31, 2018, by and between Trinity Industries, Inc. and Arcosa, Inc.
10.5		Credit Agreement, dated as of November 1, 2018, by and among Arcosa, Inc. as borrower, the lenders party thereto, JPMorgan Chase Bank, National Association, as administration agent, Bank of America, N.A., as syndication agent and Branch Banking & Trust Company, SunTrust Bank and Wells Fargo Bank, National Association, as co-documentation agents
10.6		Arcosa, Inc. 2018 Stock Option and Incentive Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed on October 31, 2018, File No. 333-228098 )
10.7		Arcosa, Inc. Annual Incentive Plan
10.8		Arcosa, Inc. 2018 Deferred Plan for Director Fees
10.9		Arcosa, Inc. Supplemental Profit Sharing Plan
99.1		Press Release of Arcosa, Inc., dated November 1, 2018

* This filing excludes schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K, which the registrant agrees to furnish supplementally to the Securities and Exchange Commission upon its request.

SIGNATURES

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

		Arcosa, Inc.

November 1, 2018	By:	/s/ Bryan P. Stevenson
		Name:	Bryan P. Stevenson
		Title:	Chief Legal Officer and Assistant Corporate Secretary

Exhibit 2.1

SEPARATION AND DISTRIBUTION AGREEMENT

by and between

TRINITY INDUSTRIES, INC.

and

ARCOSA, INC.

Dated as of October 31, 2018

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1	Definitions	2
Section 1.2	References; Interpretation	19
Section 1.3	Effective Time	19
Section 1.4	Other Matters	19

ARTICLE II

THE SEPARATION

Section 2.1	General	20
Section 2.2	The Separation	20
Section 2.3	Settlement of Intergroup Indebtedness	21
Section 2.4	Bank Accounts; Cash Balances	21
Section 2.5	Limitation of Liability; Termination of Agreements.	22
Section 2.6	Delayed Transfer of Assets or Liabilities	23
Section 2.7	Transfer Documents	25
Section 2.8	Shared Contracts	26
Section 2.9	Further Assurances	27
Section 2.10	Novation of Liabilities; Consents	27
Section 2.11	Guarantees and Letters of Credit	28
Section 2.12	DISCLAIMER OF REPRESENTATIONS AND WARRANTIES	29

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1	Separation	31
Section 3.2	Certificate of Incorporation; Bylaws	31
Section 3.3	Directors	31
Section 3.4	Resignations	31
Section 3.5	Ancillary Agreements	31
Section 3.6	Arcosa Financing Arrangements	31

ARTICLE IV

THE DISTRIBUTION

Section 4.1	The Distribution	32
Section 4.2	Fractional Shares	32
Section 4.3	Actions in Connection with Distribution	33
Section 4.4	Sole Discretion of Trinity	33

Section 4.5	Conditions	34

ARTICLE V

COVENANTS

Section 5.1	Legal Names and Other Parties' Trademark	35
Section 5.2	Auditors and Audits; Annual and Quarterly Financial Statements and Accounting	36
Section 5.3	No Restrictions on Corporate Opportunities	38
Section 5.4	Certain Non-Competition Provisions.	39

ARTICLE VI

SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES

Section 6.1	Release of Pre-Distribution Claims	40
Section 6.2	Indemnification by Trinity	42
Section 6.3	Indemnification by Arcosa	43
Section 6.4	Procedures for Indemnification; Third Party Claims	43
Section 6.5	Indemnification Payments	45
Section 6.6	Survival of Indemnities	45
Section 6.7	Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution	45
Section 6.8	Direct Claims	46
Section 6.9	Remedies Cumulative	47
Section 6.10	Consequential Damages	47
Section 6.11	Ancillary Agreements	47

ARTICLE VII

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 7.1	Provision of Corporate Records	47
Section 7.2	Access to Information	48
Section 7.3	Witness Services	48
Section 7.4	Cooperation	49
Section 7.5	Confidentiality	49
Section 7.6	Privileged Matters	51
Section 7.7	Ownership of Information	53
Section 7.8	Other Agreements	53
Section 7.9	Compensation for Providing Information	53

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1	Negotiation	53

Section 8.2	Mediation	54
Section 8.3	Arbitration	54
Section 8.4	Selection of Arbitrators	55
Section 8.5	Arbitration Procedures	55
Section 8.6	Discovery	55
Section 8.7	Confidentiality of Proceedings	55
Section 8.8	Pre-Hearing Procedure and Disposition	56
Section 8.9	Continuity of Service and Performance	56
Section 8.10	Awards	56
Section 8.11	Costs	56
Section 8.12	Adherence to Time Limits	56

ARTICLE IX

INSURANCE

Section 9.1	General Liability Policies to be Maintained by Arcosa	57
Section 9.2	General Liability Policies to be Maintained by Trinity	57
Section 9.3	Policies and Allocation of Related Rights and Obligations	58
Section 9.4	First-Party Policies	58
Section 9.5	Claims-Made Liability Policies	59
Section 9.6	Crime/Fidelity Bonds	59
Section 9.7	Occurrence Liability Policies	59
Section 9.8	Third Party Shared Policies	59
Section 9.9	Administration of Claims; Other Matters	60
Section 9.10	Agreement for Waiver of Conflict and Shared Defense	62
Section 9.11	Cooperation	62
Section 9.12	Miscellaneous	62

ARTICLE X

MISCELLANEOUS

Section 10.1	Complete Agreement	62
Section 10.2	Ancillary Agreements	63
Section 10.3	Counterparts	63
Section 10.4	Survival of Agreements	63
Section 10.5	Costs and Expenses; Payment	63
Section 10.6	Notices	64
Section 10.7	Waiver	64
Section 10.8	Modification or Amendment	65
Section 10.9	No Assignment; Binding Effect	65
Section 10.10	Termination	65
Section 10.11	Payment Terms	65
Section 10.12	No Circumvention	65
Section 10.13	Subsidiaries	66
Section 10.14	Third Party Beneficiaries	66

iii

Section 10.15	Titles and Headings	66
Section 10.16	Exhibits and Schedules	66
Section 10.17	Public Announcements	66
Section 10.18	Governing Law	67
Section 10.19	Consent to Jurisdiction	67
Section 10.20	Specific Performance	67
Section 10.21	Waiver of Jury Trial	67
Section 10.22	Severability	68
Section 10.23	Construction	68
Section 10.24	Authorization	68
Section 10.25	No Duplication; No Double Recovery	68
Section 10.26	Tax Treatment of Payments	68
Section 10.27	Cooperation and General Knowledge Transfer	69
Section 10.28	No Reliance on Other Party	69

SCHEDULES

	Schedule 1.1(7)	Other Ancillary Agreements
	Schedule 1.1(10)(v)	Specified Arcosa Assets
	Schedule 1.1(14)(iii)	Specified Arcosa Contracts
	Schedule 1.1(16)	Arcosa Financing Arrangements
	Schedule 1.1(22)(ii)(C)	Arcosa Environmental Liabilities
	Schedule 1.1(22)(v)	Arcosa Proceedings
	Schedule 1.1(22)(viii)	Specified Arcosa Liabilities
	Schedule 1.1(34)	Continuing Arrangements
	Schedule 1.1(109)(iv)	Specified Trinity Assets
	Schedule 1.1(120)(ii)(C)	Trinity Environmental Liabilities
	Schedule 1.1(120)(iv)(A)	Discontinued Operations
	Schedule 1.1(120)(iv)(B)	Excluded Discontinued Operations Liabilities
	Schedule 1.1(120)(vii)	Trinity Proceedings
	Schedule 1.1(120)(ix)	Specified Trinity Liabilities
	Schedule 2.2(a)	Trinity Transferred Entities
	Schedule 2.2(b)	Arcosa Transferred Entities
	Schedule 2.8(c)(i)	Shared Contracts to Separate
	Schedule 2.8(c)(ii)	Shared Contracts to be Assigned
	Schedule 2.11(a)	Guaranty Release – Arcosa Release
	Schedule 2.11(b)	Guaranty Release – Trinity Release
	Schedule 10.1	Ancillary Agreements Prevail Exceptions
	Schedule 10.17	Public Announcements

EXHIBITS

	Exhibit A	Form of Employee Matters Agreement
	Exhibit B	Form of Tax Matters Agreement
	Exhibit C	Form of Transition Services Agreement
	Exhibit D	Form of Intellectual Property Matters Agreement

SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this " Agreement "), is entered into as of October 31, 2018, by and between Trinity Industries, Inc., a Delaware corporation (" Trinity "), and Arcosa, Inc., a Delaware corporation and a wholly owned subsidiary of Trinity (" Arcosa ") (each a " Party " and together, the " Parties ").

RECITALS

WHEREAS, Trinity, acting through its direct and indirect Subsidiaries, currently conducts a number of businesses, including the Arcosa Business;

WHEREAS, the Board of Directors of Trinity (the " Trinity Board ") has determined that it is appropriate, desirable and in the best interests of Trinity and its stockholders to separate Trinity into two separate, independent, publicly-traded companies: (i) one comprising the Arcosa Business, which shall be owned and conducted directly or indirectly by Arcosa, all of the common stock of which is intended to be distributed to Trinity stockholders, and (ii) one comprising the Trinity Business, which shall continue to be owned and conducted, directly or indirectly, by Trinity;

WHEREAS, in furtherance of the foregoing, the Trinity Board has determined that it is appropriate, desirable and in the best interests of Trinity and its stockholders: (i) for Trinity and its Subsidiaries to enter into a series of transactions whereby Trinity and its Subsidiaries will be reorganized such that (A) Trinity and/or one or more other members of the Trinity Group will own all of the Trinity Assets and assume (or retain) all of the Trinity Liabilities, and (B) Arcosa and/or one or more other members of the Arcosa Group will own all of the Arcosa Assets and assume (or retain) all of the Arcosa Liabilities (the transactions referred to in clauses (A) and (B) being referred to herein as the " Separation "); and (ii) thereafter, on the Distribution Date, for Trinity to distribute to the holders of issued and outstanding shares of common stock of Trinity (the " Trinity Common Stock ") as of the Record Date on a pro rata basis all of the issued and outstanding shares of common stock of Arcosa (the " Arcosa Common Stock ") (such transactions described in this clause (ii), as may be amended or modified from time to time in accordance with the terms and subject to the conditions of this Agreement, the " Distribution ");

WHEREAS, Arcosa has been incorporated for this purpose and has not engaged in activities except in preparation for its corporate reorganization (including activities with respect to the Arcosa Financing Arrangements) and the distribution of its stock;

WHEREAS, Trinity and Arcosa have determined that it is necessary and desirable, at or prior to the Effective Time, to allocate, transfer or assign the Arcosa Assets and Arcosa Liabilities to the Arcosa Group, and to allocate, transfer or assign the Trinity Assets and Trinity Liabilities to the Trinity Group;

WHEREAS, the Parties intend that the Distribution, together with certain related transactions, generally will qualify as tax-free for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the United States Internal Revenue Code of 1986, as amended (the " Code "), and that this Agreement is intended to be, and is hereby adopted as, a plan of reorganization under Section 368 of the Code to the extent relevant for these transactions; and

WHEREAS, it is appropriate and desirable to set forth the principal corporate transactions required to effect the Separation and to set forth certain other agreements that will, following the Distribution, govern certain matters relating to the Separation and the relationship of Arcosa and Trinity and their respective Affiliates.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below:

(1) " AAA " has the meaning assigned to such term in Section 8.3 .

(2) " Affiliate " means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, such specified Person; provided , however , that for purposes of this Agreement, no member of either Group shall be deemed to be an Affiliate of any member of the other Group, including by reason of having common stockholders or one or more directors in common. As used herein, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or other interests, by Contract or otherwise.

(3) " Agent " means the distribution agent to be appointed by Trinity to distribute to the stockholders of Trinity all of the outstanding shares of Arcosa Common Stock pursuant to the Distribution.

(4) " Agreement " has the meaning assigned to such term in the Preamble hereto.

(5) " Agreement Disputes " has the meaning assigned to such term in Section 8.1(a) .

(6) " Amended Financial Reports " has the meaning assigned to such term in Section 5.2(b) .

(7) " Ancillary Agreements " means all of the written Contracts, instruments, assignments or other arrangements (other than this Agreement) entered into by the Parties or their Subsidiaries (but as to which no Third Party is a party) in connection with the Separation, the Distribution or the other transactions contemplated herein, including the Employee Matters Agreement, the Tax Matters Agreement, the Intellectual Property Matters Agreement, the Transition Services Agreement, the Continuing Arrangements, and the other agreements set forth on Schedule 1.1(7) .

(8) " Arcosa " has the meaning assigned to such term in the Preamble hereto.

(9) " Arcosa Accounts " has the meaning assigned to such term in Section 2.4(a) .

(10) " Arcosa Assets " means only the following Assets (without duplication):

(i) the ownership interests (to the extent held by Trinity, Arcosa or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Arcosa Group;

(ii) all Arcosa Contracts, and any rights or claims (whether accrued or contingent) of Trinity, Arcosa, or any of their respective Affiliates, arising thereunder;

(iii) all Assets owned, leased or held by Trinity, Arcosa, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the Arcosa Business, including inventory, accounts receivable, goodwill, and all Assets reflected on the Arcosa Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the Arcosa Business subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any disposition of any of the foregoing Assets subsequent to the date of such balance sheet;

(iv) subject to Article IX , any rights of any member of the Arcosa Group under any Third Party Shared Policies to the extent related to the Arcosa Business;

(v) the Assets listed or described on Schedule 1.1(10)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of the Arcosa Group; and

(vi) all Arcosa Accounts, and, subject to the provisions of Section 2.4 , all cash, Cash Equivalents, and securities on deposit in such accounts immediately prior to the Effective Time, after giving effect to any withdrawal by, or other distribution of cash to, Trinity or any member of the Trinity Group which may occur at or prior to the Effective Time.

Notwithstanding the foregoing, the Arcosa Assets shall in no event include:

(A) the Assets listed or described on Schedule 1.1(109)(iv) ; or

(B) any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, transferred or assigned to, any member of the Trinity Group, including Assets leased, owned or held by Trinity, Arcosa, or any of their respective Affiliates immediately prior to the Effective Time that are used primarily or held for use primarily in the Trinity Business.

(11) " Arcosa Balance Sheet " means the balance sheet of the Arcosa Business, as of June 30, 2018, that is included in the Information Statement; provided , however , that to the extent any Assets or Liabilities are Transferred by any Party or any member of its Group to Arcosa or any member of the Arcosa Group or vice versa in connection with the Separation and Internal Reorganization and prior to the Distribution Date, such Assets and/or Liabilities shall be deemed to be included or excluded from the Arcosa Balance Sheet, as the case may be.

(12) " Arcosa Business " means the business, activities and operations of Trinity or any of its Subsidiaries (including the members of the Arcosa Group and the members of the Trinity Group) of the infrastructure-related products and services businesses, including Trinity's inland barge, barge covers and barge fittings and equipment, transportation-related steel components, construction products, and energy equipment businesses (as more fully described in the Registration Statement) conducted at any time prior to the Effective Time by Trinity or Arcosa or any of their current or former subsidiaries or divisions, and the businesses and operations of Business Entities acquired or established by or for any member of the Arcosa Group after the Effective Time; provided that the Arcosa Business shall not include business and operations related to Trinity's highway products-related businesses and pressure heads-related businesses, each of which has been retained by Trinity.

(13) " Arcosa Common Stock " has the meaning assigned to such term in the Recitals hereto.

(14) " Arcosa Contracts " means the following Contracts to which any Party or any of its Subsidiaries or Affiliates is a party or by which it or any of its Affiliates or any of their respective Assets is bound, except for any such Contract or part thereof that is expressly contemplated not to be transferred or assigned by any member of the Trinity Group to Arcosa pursuant to any provision of this Agreement or any Ancillary Agreement:

(i) any Contract that relates primarily to the Arcosa Business;

(ii) any Contract or part thereof that is otherwise expressly contemplated pursuant to this Agreement or any of the Ancillary Agreements to be retained by, transferred or assigned to, any member of the Arcosa Group; and

(iii) the Contracts listed or described on Schedule 1.1(14)(iii) .

(15) " Arcosa Disclosure " means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority, or holders of any securities of any member of the Arcosa Group, in each case, on or after the Distribution Date by or on behalf of any member of the Arcosa Group in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(16) " Arcosa Financing Arrangements " means the financing arrangements described on Schedule 1.1(16) .

(17) " Arcosa General Liability Policies " has the meaning assigned to such term in Section 9.1 .

(18) " Arcosa Group " Arcosa and each Person that is a direct or indirect Subsidiary of Arcosa as of immediately prior to the Distribution (but after giving effect to the Internal Reorganization), and each Person that becomes a Subsidiary of Arcosa after the Effective Time.

(19) " Arcosa Group Employees " has the meaning assigned to such term in the Employee Matters Agreement.

(20) " Arcosa Indemnified Parties " has the meaning assigned to such term in Section 6.2 .

(21) " Arcosa Insureds " has the meaning assigned to such term in Section 9.2 .

(22) " Arcosa Liabilities " shall mean all of the following Liabilities of either Party or any of its Subsidiaries:

(i) any and all Liabilities expressly assumed or retained by the Arcosa Group pursuant to this Agreement or the Ancillary Agreements, including any obligations and Liabilities of any member of the Arcosa Group under this Agreement or the Ancillary Agreements;

(ii) any and all Liabilities of Trinity, Arcosa, or any of their respective Affiliates, to the extent relating to, arising out of or resulting from:

(A) the operation or conduct of the Arcosa Business, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Trinity, Arcosa, or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person's authority) with respect to the Arcosa Business);

(B) the operation or conduct of any business conducted by any member of the Arcosa Group at any time after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Arcosa or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person's authority) with respect to the Arcosa Business); or

(C) any Arcosa Assets (including but not limited to any Environmental Liabilities to the extent relating to, arising out of or resulting from any Arcosa Assets, including those set forth on Schedule Section 1.1(22)(ii)(C) ), whether arising before, on or after the Effective Time;

(iii) any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from any Arcosa Disclosure;

(iv) any and all Liabilities relating to, arising out of or resulting from (x) the Arcosa Financing Arrangements and any and all fees, costs and expenses, including legal fees and costs, associated therewith or with the raising or incurrence thereof or (y) any other Indebtedness of any member of the Arcosa Group (whether incurred prior to, on or after the Effective Time);

(v) for the avoidance of doubt, and without limiting any other matters that may constitute Arcosa Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to the Arcosa Business or any Arcosa Asset (except to the extent relating to or resulting from the Trinity Business, the Trinity Assets or the other Trinity Liabilities) including such Proceedings listed or described on Schedule 1.1(22)(v) ;

(vi) all Liabilities reflected as Liabilities or obligations on the Arcosa Balance Sheet or on the accounting records supporting such balance sheet, and all Liabilities arising or assumed after the date of such balance sheet which, had they arisen or been assumed on or before such date and been retained as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any discharge of such Liabilities subsequent to the date of the Arcosa Balance Sheet; it being understood that (x) the Arcosa Balance Sheet and the accounting records supporting such balance sheet shall be used to determine the types of, and methodologies used to determine, those Liabilities that are included in the definition of Arcosa Liabilities pursuant to this subclause (vi); and (y) the amounts set forth on the Arcosa Balance Sheet with respect to any Liabilities shall not be treated as minimum amounts or limitations on the amount of such Liabilities that are included in the definition of Arcosa Liabilities pursuant to this subclause (vi);

(vii) any and all accounts payable primarily related to or arising out of the Arcosa Business; and

(viii) the Liabilities set forth on Schedule 1.1(22)(viii) .

Notwithstanding the foregoing, the Arcosa Liabilities shall in any event not include any Liabilities that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Trinity Group, including any Liabilities set forth on Schedule 1.1(120)(ix) , or for which any member of the Trinity Group is liable pursuant to this Agreement or such Ancillary Agreement.

(23) " Arcosa Transferred Entities " has the meaning assigned to such term in Section 2.2(b) .

(24) " Asset " means assets, properties, interests, claims, rights, remedies and recourse (including goodwill), wherever located (including in the possession of vendors or other third parties or elsewhere), of every kind, character and description, whether real, personal or mixed, tangible, intangible or contingent, in each case whether or not recorded or reflected or required to be recorded or reflected on the Records or financial statements of any Person, including the following:

(i) all accounting and other legal and business books, records, ledgers and files, whether printed, electronic or written;

(ii) all computers and other electronic data processing and communications equipment, fixtures, machinery, equipment, furniture, office equipment, automobiles, trucks and other transportation equipment, special and general tools, test devices, prototypes and models and other tangible personal property;

(iii) all inventories of products, goods, materials, parts, raw materials and supplies;

(iv) all interests in real property of whatever nature, including easements, rights-of-way, leases, subleases, licenses or other occupancy agreements, whether as fee owner, mortgagee or holder of a Security Interest in real property, lessor, sublessor, licensor, lessee, sublessee, licensee or otherwise;

(v) all interests in any capital stock or other equity interests of any Subsidiary or any other Person, all bonds, notes, debentures or other securities issued by any Subsidiary or any other Person, all loans, advances or other extensions of credit or capital contributions to any Subsidiary or any other Person and all other investments in securities of any Person;

(vi) all Contracts and any rights or claims (whether accrued or contingent) arising under any Contracts;

(vii) all deposits, letters of credit and performance and surety bonds;

(viii) all written (including in electronic form) technical information, data, specifications, research and development information, engineering drawings and specifications, operating and maintenance manuals, and materials and analyses prepared by consultants and other third parties;

(ix) all Intellectual Property;

(x) all Software;

(xi) all cost information, sales and pricing data, customer prospect lists, supplier records, customer and supplier lists, customer and vendor data, correspondence and lists, product data and literature, artwork, design, development and business process files and data, vendor and customer drawings, specifications, quality records and reports and other books, records, studies, surveys, reports, plans and documents;

(xii) all prepaid expenses, trade accounts and other accounts and notes receivables;

(xiii) all claims, rights, remedies and recourse against any Person, whether sounding in tort, contract or otherwise, whether accrued or contingent;

(xiv) all claims, rights, remedies and recourse under insurance policies and all rights in the nature of insurance, indemnification, reimbursement or contribution;

(xv) all licenses, permits, approvals and authorizations which have been issued by any Governmental Authority;

(xvi) all cash or Cash Equivalents, bank accounts, brokerage accounts, lock boxes and other deposit arrangements; and

(xvii) all interest rate, currency, commodity or other swap, collar, cap or other hedging or similar Contracts or arrangements.

(25) " Audited Party " has the meaning assigned to such term in Section 5.2(a)(ii) .

(26) " Business " means the Arcosa Business and/or the Trinity Business, as the context requires.

(27) " Business Day " means any day that is not a Saturday, a Sunday or any other day on which banks are required or authorized by Law to be closed in New York, New York.

(28) " Business Entity " means any corporation, partnership, trust, limited liability company, joint venture, or other incorporated or unincorporated organization or other entity of any kind or nature (including those formed, organized or otherwise existing under the Laws of jurisdictions outside the United States).

(29) " Cash Equivalents " means (i) cash and (ii) checks, certificates of deposit having a maturity of less than one year, money orders, marketable securities, money market funds, commercial paper, short-term instruments and other cash equivalents, funds in time and demand deposits or similar accounts, and any evidence of indebtedness issued or guaranteed by any Governmental Authority, minus the amount of any outbound checks, plus the amount of any deposits in transit.

(30) " Claims Administration " means the administration of claims made under the Third Party Shared Policies, including the reporting of claims to the unaffiliated, Third Party insurance carriers that issued the Third Party Shared Policies, management and defense of such claims, negotiating the resolution of such claims, and providing for appropriate releases upon settlement of such claims.

(31) " Code " has the meaning assigned to such term in the Recitals hereto.

(32) " Confidential Information " shall mean business, operations or other information, data or material concerning a Party and/or its Affiliates which, prior to or following the Effective Time, has been disclosed by a Party or its Affiliates to the other Party or its Affiliates, in written, oral (including by recording), electronic, or visual form to, or otherwise has come into the possession of, the other, including pursuant to the access provisions of Section 7.1 or Section 7.2 or any other provision of this Agreement or any Ancillary Agreement (except to the extent that such information can be shown to have been (i) in the public domain through no action of such Party or its Affiliates or (ii) lawfully acquired from other sources by such Party or its Affiliates to which it was furnished; provided , however , in the case of clause (ii) that, to the furnished Party's knowledge, such sources did not provide such information in breach of any confidentiality or fiduciary obligations).

(33) " Consents " means any consents, waivers, amendments, notices, reports or other filings to be obtained from or made, including with respect to any Contract, or any registrations, licenses, permits, authorizations to be obtained from, or approvals from, or notification requirements to, any third parties, including any third party to a Contract and any Governmental Authority.

(34) " Continuing Arrangements " means those arrangements set forth on Schedule 1.1(34) and such other commercial arrangements between one or more members of the Trinity Group, on the one hand, and one or more members of the Arcosa Group, on the other hand, that are expressly intended in this Agreement or any Ancillary Agreement to survive and continue following the Effective Time.

(35) " Contract " shall mean any agreement, contract, subcontract, obligation, binding understanding, note, indenture, instrument, option, lease, promise, arrangement, release, warranty, license, sublicense, insurance policy, benefit plan, purchase order or legally binding commitment or undertaking of any nature (whether written or oral and whether express or implied).

(36) " CPR " has the meaning assigned to such term in Section 8.2 .

(37) " Delaware Courts " has the meaning assigned to such term in Section 10.19 .

(38) " Delayed Transfer Asset or Liability " has the meaning assigned to such term in Section 2.6(b) .

(39) " Disclosing Party " has the meaning assigned to such term in Section 10.27 .

(40) " Dispute Notice " has the meaning assigned to such term in Section 8.1(a) .

(41) " Distribution " has the meaning assigned to such term in the Recitals hereto.

(42) " Distribution Date " means the date of the consummation of the Distribution, which shall be determined by the Trinity Board in its sole discretion.

(43) " Distribution Disclosure Documents " means the Registration Statement and all exhibits thereto (including the Information Statement), any current reports on Form 8-K and the registration statement on Form S-8 related to securities to be offered under Arcosa's employee benefit plans, in each case as filed or furnished by Arcosa with the SEC in connection with the Distribution.

(44) " Effective Time " means the time at which the Distribution is effective on the Distribution Date.

(45) " Employee Matters Agreement " means the employee matters agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit A hereto.

(46) " Environmental Law " means all Laws, including all judicial and administrative orders, determinations, and consent agreements or decrees, relating to pollution, the protection, restoration or remediation of or prevention of harm to the environment or natural resources, or the protection of human health and safety, including Laws relating to: (i) the exposure to, or presence, release or threatened release of, Hazardous Substances; (ii) the generation, manufacture, processing, distribution, use, treatment, containment, disposal, storage, release, transport or handling of Hazardous Substances; or (iii) recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Substances, in each case enacted on the date of this Agreement (regardless of whether the effective date relating thereto is before or after the Distribution).

(47) " Environmental Liabilities " means any Liabilities, arising out of or resulting from any Environmental Law, Contract or agreement relating to the environment, Hazardous Substances or exposure to Hazardous Substances, including (a) fines, penalties, judgments, awards, settlements, losses, expenses and disbursements, (b) costs of defense and other responses to any administrative or judicial action (including notices, claims, complaints, suits and other assertions of liability) and (c) responsibility for any investigation, response, reporting, remediation, monitoring or cleanup costs, injunctive relief, natural resource damages, and any other environmental compliance or remedial measures, in each case known or unknown, foreseen or unforeseen.

(48) " Exchange Act " means the Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

(49) " Final Determination " has the meaning set forth in the Tax Matters Agreement.

(50) " Governmental Approvals " means any notices, reports or other filings to be given to or made with, or any releases, Consents, substitutions, approvals, amendments, registrations, permits or authorizations to be obtained from, any Governmental Authority.

(51) " Governmental Authority " means any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self-regulatory, administrative or governmental organization or authority, including NYSE and any similar self-regulatory body under applicable securities Laws.

(52) " Group " means the Trinity Group and/or the Arcosa Group, as the context requires.

(53) " Guaranty Release " has the meaning assigned to such term in Section 2.11(b) .

(54) " Hazardous Substances " means any and all materials, wastes, chemicals or substances (or combination thereof) that are listed, defined, designated, regulated or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil, or words of similar meaning or effect, or for which liability can be imposed, under Environmental Law.

(55) " Indebtedness " means, (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by a note, bonds or other instruments, (ii) obligations as lessee under capital leases, (iii) obligations secured by any mortgage, pledge (including a negative pledge), Security Interest, encumbrance, lien or charge of any kind existing on any Asset owned or held by any Person, whether or not such Person has assumed or become liable for the obligations secured thereby, (iv) any obligation under any interest rate swap agreement, (v) accounts payable, (vi) reimbursement obligations with respect to surety and performance bonds or letters of credit, and (vii) obligations under direct or indirect guarantees of (including obligations, contingent or otherwise, to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv), (v) and (vi) above.

(56) " Indemnifiable Loss " means any and all damages, losses, deficiencies, Liabilities, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses (including reasonable costs and expenses of any and all Proceedings and demands, assessments, judgments, settlements and compromises relating thereto and the reasonable costs and expenses of attorneys', accountants', consultants' and other professionals' fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder).

(57) " Indemnified Party " or " Indemnified Parties " has the meaning assigned to such term in Section 6.2 .

(58) " Indemnifying Party " means Arcosa, for any indemnification obligation arising under Section 6.3 , and Trinity, for any indemnification obligation arising under Section 6.2 .

(59) " Indemnity Payment " has the meaning assigned to such term in Section 6.7(a)(i) .

(60) " Information " means all information, whether or not patentable or copyrightable, in written, oral, electronic or other tangible or intangible forms, stored in any medium, including confidential or non-public information (including non-public financial information), proprietary information, studies, reports, Records, books, accountants' work papers, contracts, instruments, surveys, discoveries, ideas, concepts, processes, know-how, techniques, designs, specifications, drawings, blueprints, diagrams, models, methodologies, prototypes, samples, flow charts, data, computer data, information contained in disks, diskettes, tapes, computer programs or other Software, marketing plans, customer data, communications by or to attorneys (including attorney work product), memos and other materials prepared by attorneys and accountants or under their direction (including attorney work product), and other technical, financial, legal, employee or business information or data.

(61) " Information Statement " means the information statement of Arcosa, included as Exhibit 99.1 to the Registration Statement, to be distributed to holders of Trinity common stock in connection with the Distribution, including any amendments or supplements thereto.

(62) " Insurance Administration " means, with respect to each Third Party Shared Policy: (i) the accounting for premiums, retrospectively-rated premiums, defense costs, indemnity payments, deductibles and retentions, as appropriate, under the terms and conditions of such Third Party Shared Policy; (ii) the reporting to the relevant unaffiliated, Third Party insurer that issues such Third Party Shared Policy of any losses or claims which may be covered by such Third Party Shared Policy; and (iii) the distribution of Insurance Proceeds related to such Third Party Shared Policy, subject to the terms of Article IX .

(63) " Insurance Proceeds " means those monies (i) received by an insured from an unaffiliated Third Party insurer under any Third Party Shared Policy, or (ii) paid by such Third Party insurer on behalf of an insured under any Third Party Shared Policy, in either case net of any applicable premium adjustment, retrospectively-rated premium, deductible, retention, or cost of reserve paid or held by or for the benefit of such insured, and any costs incurred in collecting such monies.

(64) " Insured Claim " means those Liabilities that, individually or in the aggregate, are covered within the terms and conditions of any of the Third Party Shared Policies, whether or not subject to deductibles, co-insurance, uncollectibility, exhaustion of limits, or retrospectively-rated premium adjustments.

(65) " Intellectual Property " means all intellectual property and other similar proprietary rights of every kind and description throughout the world, whether registered or unregistered, including such rights in and to United States and foreign: (i) trademarks, trade dress, service marks, certification marks, logos, slogans, design rights, trade names, domain names and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing (collectively, " Trademarks "); (ii) patents and patent applications, and any and all divisionals, continuations, continuations-in-part, reissues, reexaminations, and extensions thereof, any counterparts claiming priority therefrom, utility models, certificates of invention, certificates of registration, design registrations or patents and similar rights; (iii) rights in inventions, invention disclosures, discoveries and improvements, whether or not patentable; (iv) all copyrights and copyrightable subject matter; (v) trade secrets (including, those trade secrets defined in the Uniform Trade Secrets Act and under corresponding foreign statutory Law and common law), proprietary rights in Information, and rights to limit the use or disclosure of any of the foregoing by any Person; (vi) rights in computer programs (whether in source code, object code, or other form), algorithms, databases, application programming interfaces, compilations and data, technology supporting the foregoing, and all documentation and specifications related to any of the foregoing (collectively, " Software "); (vii) moral rights and rights of attribution and integrity; (viii) all rights in the foregoing and in other similar intangible assets; (ix) all applications and registrations for the foregoing; and (x) all rights and remedies against past, present, and future infringement, misappropriation, or other violation thereof.

(66) " Intellectual Property Matters Agreement " means the intellectual property matters agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit D hereto.

(67) " Intergroup Indebtedness " means any receivables, payables, accounts, advances, loans, guarantees, commitments and indebtedness for borrowed funds between a member of the Trinity Group and a member of the Arcosa Group as of the Distribution; provided , however , that "Intergroup Indebtedness" shall not include any accounts payable or contingent Liabilities arising pursuant to (i) any intercompany agreement that will survive the Separation and Distribution, (ii) the Ancillary Agreements, (iii) any agreements with respect to continuing transactions between Trinity and Arcosa and (iv) any other agreements entered into in the ordinary course of business at or following the Distribution.

(68) " Internal Control Audit and Management Assessments " has the meaning assigned to such term in Section 5.2(a)(i) .

(69) " Internal Reorganization " means all of the transactions, other than the Distribution, described in the step plan delivered by Trinity to Arcosa on August 14, 2018, 2018, as it may be amended by Trinity from time to time prior to the Distribution.

(70) " Law " means any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by a Governmental Authority.

(71) " Liabilities " means all debts, liabilities, obligations, responsibilities, losses, damages (whether compensatory, punitive, consequential, treble or other), fines, penalties and sanctions, absolute or contingent, matured or unmatured, reserved or unreserved, liquidated or unliquidated, foreseen or unforeseen, on or off balance sheet, joint, several or individual, asserted or unasserted, accrued or unaccrued, known or unknown, whenever arising under or in connection with any Law (including any Environmental Law), or other pronouncements of Governmental Authorities constituting a Proceeding, order or consent decree of any Governmental Authority or any award of any arbitration tribunal, and those arising under any Contract, agreement, guarantee, commitment or undertaking, whether sought to be imposed by a Governmental Authority, private party, or a Party, whether based in contract, tort, implied or express covenant or warranty, strict liability, criminal or civil statute, or otherwise, and including any costs, expenses, interest, attorneys' fees, disbursements and expense of counsel, expert and consulting fees, fees of third party administrators, and costs related thereto or to the investigation or defense thereof.

(72) " Liable Party " has the meaning assigned to such term in Section 2.10(b) .

(73) " Mediation Notice " has the meaning assigned to such term in Section 8.2 .

(74) " Non-Compete Period " has the meaning assigned to such term in Section 5.4(a) .

(75) " NYSE " means the New York Stock Exchange.

(76) " Other Parties' Auditors " has the meaning assigned to such term in Section 5.2(a)(ii) .

(77) " Other Party Marks " has the meaning assigned to such term in Section 5.1(a) .

(78) " Party " or " Parties " has the meaning assigned to such term in the Preamble hereto.

(79) " Person " means any natural person, corporation, general or limited partnership, limited liability company or partnership, joint stock company, joint venture, association, trust, bank, trust company, land trust, business trust or other organization, whether or not a legal entity, and any Governmental Authority.

(80) " Pre-Separation Disclosure " mean any form, statement, schedule or other material (other than the Distribution Disclosure Documents) that Trinity, Arcosa, or any of their respective Affiliates filed with or furnished to the SEC, any other Governmental Authority, or holders of any securities of Trinity or any of its Affiliates, in each case, prior to the Effective Time and in connection with the registration, sale, or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(81) " Proceeding " means any claim, charge, demand, action, cause of action, suit, countersuit, arbitration, litigation, inquiry, subpoena, proceeding, or investigation of any kind by or before any court, grand jury, Governmental Authority or any arbitration or mediation tribunal or authority.

(82) " Prohibited Business " has the meaning assigned to such term in Section 5.4(a) .

(83) " Receiving Party " has the meaning assigned to such term in Section 10.27 .

(84) " Record Date " means the date to be determined by the Trinity Board in its sole discretion as the record date for the Distribution.

(85) " Records " means all books, records and other documents, books of account, stock records and ledgers, financial, accounting and personnel records, files, invoices, customers' and suppliers' lists, other distribution lists, operating, production and other manuals and sales and promotional literature, in all cases, in any form or medium.

(86) " Registration Statement " means the Registration Statement on Form 10 of Arcosa (which includes the Information Statement) relating to the registration under the Exchange Act of Arcosa Common Stock, including all amendments or supplements thereto.

(87) " Rules " has the meaning assigned to such term in Section 8.3 .

(88) " SEC " means the United States Securities and Exchange Commission or any successor agency thereto.

(89) " Security Interest " means any mortgage, security interest, pledge, lien, charge, claim, option, right to acquire, voting or other restriction, right-of-way, condition, easement, encroachment, restriction on transfer, or other encumbrance of any nature whatsoever, excluding restrictions on transfer under securities Laws.

(90) " Separation " has the meaning assigned to such term in the Recitals hereto.

(91) " Shared Contract " means any Contract of any member of the Arcosa Group or Trinity Group that, as of the Distribution, relates in any material respect to both the Arcosa Business, on the one hand, and the Trinity Business, on the other hand in respect of rights or performance obligations for periods of time after the Distribution.

(92) " Shared Contractual Liabilities " means Liabilities in respect of Shared Contracts.

(93) " Software " has the meaning assigned to such term in the definition of Intellectual Property.

(94) " Subsidiary " means, with respect to any Person, any other Person of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is directly or indirectly owned or controlled by such Person and/or by one or more of its Subsidiaries.

(95) " Tax " or " Taxes " has the meaning assigned to such term in the Tax Matters Agreement.

(96) " Tax Authority " has the meaning set forth in the Tax Matters Agreement.

(97) " Tax Contest " has the meaning assigned to such term in the Tax Matters Agreement.

(98) " Tax Matters Agreement " means the tax matters agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit B hereto.

(99) " Tax Return " has the meaning assigned to such term in the Tax Matters Agreement.

(100) " Third Party " shall mean any Person other than the Parties or any of their respective Subsidiaries.

(101) " Third Party Claim " has the meaning assigned to such term in Section 6.4(a) .

(102) " Third Party Shared Policy " means all policies, excluding those identified in Sections 9.3 through 9.6 , whether or not in force at the Effective Time, issued by unaffiliated Third Party insurers to Trinity, Arcosa, or any of their respective Affiliates, which cover insured events, including any accident, illness, disease, occurrence or offense, taking place or insured claims made prior to the Effective Time and relating to the Arcosa Business.

(103) " Trademarks " has the meaning assigned to such term in the definition of Intellectual Property.

(104) " Transfer " has the meaning assigned to such term in Section 2.2(a) .

(105) " Transfer Documents " shall mean, collectively, the various instruments, assignments, agreements, Contracts and other documents entered into and to be entered into to effect the transfer of Assets and the assumption of Liabilities in the manner contemplated by this Agreement (including as contemplated by the Internal Reorganization) or otherwise relating to, arising out of or resulting from the transactions contemplated by this Agreement (other than the Ancillary Agreements), each of which shall be in such form and dated as of such date as Trinity shall determine in its sole discretion.

(106) " Transition Services Agreement " means the transition services agreement by and between Trinity and Arcosa, dated as of the date hereof and substantially in the form attached as Exhibit C hereto.

(107) " Trinity " has the meaning assigned to such term in the Preamble hereto.

(108) " Trinity Accounts " has the meaning assigned to such term in Section 2.4(a) .

(109) " Trinity Assets " means (without duplication):

(i) the ownership interests (to the extent held by Trinity, Arcosa or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Trinity Group;

(ii) all Contracts to which Trinity, Arcosa or any of their Affiliates is a party or by which they or any of their respective Affiliates or any of their respective Assets are bound and any rights or claims (whether accrued or contingent) of Trinity, Arcosa, or any of their respective Affiliates arising thereunder, in each case, other than the Arcosa Contracts;

(iii) subject to Article IX , any and all rights of any member of the Trinity Group under any Third Party Shared Policies to the extent related to the Trinity Business;

(iv) the Assets listed or described on Schedule 1.1(109)(iv) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of the Trinity Group;

(v) all Trinity Accounts, and, subject to the provisions of Section 2.4 , all cash, Cash Equivalents, and securities on deposit in such accounts immediately prior to the Effective Time;

(vi) any collateral securing any Trinity Liability immediately prior to the Effective Time; and

(vii) any and all Assets (other than those Assets listed or described on Schedule 1.1(10)(v) ) of the Parties or their respective Subsidiaries as of the Effective Time that are not Arcosa Assets.

(110) " Trinity Board " has the meaning assigned to such term in the Recitals hereto.

(111) " Trinity Business " means (i) any and all businesses and operations of Trinity or any of its Subsidiaries (including the members of the Arcosa Group and the members of the Trinity Group) as conducted immediately prior to the Distribution, other than the Arcosa Business; and (ii) the business and operations of Business Entities acquired or established by or for any member of the Trinity Group after the Effective Time.

(112) " Trinity Common Stock " has the meaning assigned to such term in the Recitals hereto.

(113) " Trinity Disclosure " means any form, statement, schedule or other material (other than the Distribution Disclosure Documents) filed with or furnished to the SEC, any other Governmental Authority, or holders of any securities of any member of the Trinity Group, in each case, on or after the Effective Time by or on behalf of any member of the Trinity Group in connection with the registration, sale or distribution of securities or disclosure related thereto (including periodic disclosure obligations).

(114) " Trinity General Liability Policies " has the meaning assigned to such term in Section 9.2 .

(115) " Trinity Group " means (i) Trinity and each of its Subsidiaries immediately following the Effective Time and (ii) each other Person who is or becomes an Affiliate of Trinity at or after the Effective Time, in each case, other than the members of the Arcosa Group.

(116) " Trinity Group Employee " has the meaning assigned to such term in the Employee Matters Agreement.

(117) " Trinity Indemnified Parties " has the meaning assigned to such term in Section 6.3 .

(118) " Trinity Insureds " has the meaning assigned to such term in Section 9.1 .

(119) " Trinity LCs " has the meaning assigned to such term in Section 2.11(d) .

(120) " Trinity Liabilities " shall mean:

(i) any and all Liabilities expressly assumed or retained by the Trinity Group pursuant to this Agreement or any Ancillary Agreement, including any obligations and Liabilities of any member of the Trinity Group under this Agreement or the Ancillary Agreements;

(ii) any and all Liabilities of Trinity, Arcosa, or any of their respective Affiliates, to the extent relating to, arising out of or resulting from:

(A) the operation or conduct of the Trinity Business, as conducted at any time prior to, on or after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Trinity, Arcosa, or any of their respective Affiliates (whether or not such act or failure to act is or was within such Person's authority) with respect to the Trinity Business)

(B) the operation or conduct of any business conducted by any member of the Trinity Group at any time after the Effective Time (including any Liability to the extent relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative of Trinity or any of its Affiliates after the Effective Time (whether or not such act or failure to act is or was within such Person's authority) with respect to the Trinity Business); or

(C) any Trinity Assets (including but not limited to any Environmental Liabilities to the extent relating to, arising out of or resulting from any Trinity Assets, including those set forth on Schedule Section 1.1(120)(ii)(C) ), whether arising before, on or after the Effective Time;

(iii) any and all Liabilities relating to, arising out of or resulting from any indemnification obligations to any current or former director or officer of Trinity Group;

(iv) any and all Liabilities relating to, arising out of or resulting from any discontinued or divested businesses or operations of Trinity and its Subsidiaries, including those set forth on Schedule 1.1(120)(iv)(A) (except (x) as otherwise assumed by the Arcosa Group pursuant to any Ancillary Agreement, (y) Liabilities related to an Arcosa Asset, or (z) the Liabilities set forth on Schedule 1.1(120)(iv)(B) );

(v) any and all Liabilities (including under applicable federal and state securities Laws) relating to, arising out of or resulting from: (A) the Distribution Disclosure Documents; (B) any Pre-Separation Disclosure; and (C) any Trinity Disclosure;

(vi) any and all Liabilities relating to, arising out of or resulting from any Indebtedness of any member of the Trinity Group (whether incurred prior to, on or after the Effective Time), other than any Indebtedness relating to the Arcosa Financing Arrangements;

(vii) for the avoidance of doubt, and without limiting any other matters that may constitute Trinity Liabilities, any and all Liabilities relating to, arising out of or resulting from any Proceedings primarily related to the Trinity Business or any Trinity Asset (except to the extent relating to or resulting from the Arcosa Business, the Arcosa Assets or the other Arcosa Liabilities) including such Proceedings listed or described on Schedule 1.1(120)(vii) ;

(viii) any and all accounts payable primarily related to or arising out of the Trinity Business; and

(ix) the Liabilities listed or described on Schedule 1.1(120)(ix).

Notwithstanding the foregoing, the Trinity Liabilities shall in no event include any Liabilities (including Liabilities under Arcosa Contracts and Arcosa Liabilities) that are expressly contemplated by this Agreement or any Ancillary Agreement (or the schedules hereto or thereto) as Liabilities to be retained or assumed by any member of the Arcosa Group, including any Liabilities set forth on Schedule 1.1(22)(viii) , or for which any member of the Arcosa Group is liable pursuant to this Agreement or such Ancillary Agreement.

(121) " Trinity Transferred Entities " has the meaning assigned to such term in Section 2.2(a) .

Section 1.2 References; Interpretation . References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Any action to be taken by the board of directors of a Party may be taken by a committee of the board of directors of such Party if properly delegated by the board of directors of a Party to such committee. Unless the context otherwise requires:

(a) the words "include", "includes" and "including" when used in this Agreement shall be deemed to be followed by the phrase "without limitation";

(b) references in this Agreement to Articles, Sections, Annexes, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement;

(c) the words "hereof", "hereby" and "herein" and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement;

(d) references in this Agreement to any time shall be to Dallas, Texas time unless otherwise expressly provided herein; and

(e) as described in Section 10.2 , to the extent that the terms and conditions of any Schedule hereto conflicts with the express terms of the body of this Agreement or any Ancillary Agreement, the terms of such Schedule shall control; it being understood that the Parties intend to include in the Schedules hereto any exceptions to the general rules described in the body of this Agreement and to give full effect to such exceptions, with respect to the matters expressly set forth therein.

Section 1.3 Effective Time . This Agreement shall be effective as of the Effective Time.

Section 1.4 Other Matters . As described in more detail in, but subject to the terms and conditions of, Section 10.1 and Section 10.2 , the Tax Matters Agreement, the Employee Matters Agreement and the Transition Services Agreement will govern Trinity's and Arcosa's respective rights, responsibilities and obligations after the Distribution with respect to the matters set forth in such Ancillary Agreement, except as expressly set forth in this Agreement or any other Ancillary Agreement.

ARTICLE II

THE SEPARATION

Section 2.1 General . Subject to the terms and conditions of this Agreement, including Section 4.3 and Section 4.4 , the Parties shall use, and shall cause their respective Affiliates to use, their respective commercially reasonable efforts to consummate the transactions contemplated hereby, a portion of which have already been implemented prior to the date hereof. It is the intent of the Parties that prior to consummation of the Distribution, Trinity, Arcosa and their respective Subsidiaries shall be reorganized, to the extent necessary, such that immediately following the consummation of such reorganization, subject to Section 2.6 and the provisions of any Ancillary Agreement, (i) all of Trinity's and its Subsidiaries' right, title and interest in and to the Arcosa Assets will be owned or held by a member or members of the Arcosa Group, the Arcosa Business will be conducted by the members of the Arcosa Group and the Arcosa Liabilities will be assumed directly or indirectly by (or retained by) a member of the Arcosa Group; and (ii) all of Trinity's and its Subsidiaries' right, title and interest in and to the Trinity Assets will be owned or held by a member or members of the Trinity Group, the Trinity Business will be conducted by the members of the Trinity Group and the Trinity Liabilities will be assumed directly or indirectly by (or retained by) a member of the Trinity Group. Further, it is the intent of the Parties that the direct assumption by Arcosa of Arcosa Liabilities is made in connection with the Separation, including the transfer of the Arcosa Assets to Arcosa.

Section 2.2 The Separation . At or prior to the Effective Time, to the extent not already completed and subject to the terms of the Ancillary Agreements:

(a) Trinity shall and hereby does, on behalf of itself and the other members of the Trinity Group, as applicable, transfer, contribute, assign, distribute, and convey, or cause to be transferred, contributed, assigned, distributed and conveyed (" Transfer "), to Arcosa or another member of the Arcosa Group, and Arcosa or such member of the Arcosa Group shall and hereby does accept from Trinity and the applicable members of the Trinity Group, all of Trinity's and the other members' of the Trinity Group's respective direct or indirect rights, title and interest in and to the Arcosa Assets, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(a) (the " Trinity Transferred Entities ") (it being understood that if any Arcosa Asset shall be held by a Subsidiary of a Trinity Transferred Entity, such Arcosa Asset may be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Trinity Transferred Entity to Arcosa or another member of the Arcosa Group);

(b) Arcosa shall and hereby does, on behalf of itself and the other members of the Arcosa Group, as applicable, Transfer to Trinity or another member of the Trinity Group, and Trinity or such member of the Trinity Group shall and hereby does accept from Arcosa and the applicable members of the Arcosa Group, all of Arcosa's and the other members' of the Arcosa Group's respective direct or indirect rights, title and interest in and to the Trinity Assets held by Arcosa or a member of the Arcosa Group, including all of the outstanding shares of capital stock or other ownership interests in the entities listed on Schedule 2.2(b) (the " Arcosa Transferred Entities ") (it being understood that if any Trinity Asset shall be held by a Subsidiary of an Arcosa Transferred Entity, such Trinity Asset may be Transferred for all purposes hereunder as a result of the Transfer of the equity interests in such Arcosa Transferred Entity to Trinity or another member of the Trinity Group);

(c) (i) Trinity shall, or shall cause another member of the Trinity Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Trinity Liabilities and (ii) Arcosa shall, or shall cause another member of the Arcosa Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the Arcosa Liabilities, in each case regardless of (A) when or where such Liabilities arose or arise, (B) where or against whom such Liabilities are asserted or determined, (C) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Trinity Group or the Arcosa Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (D) which entity is named in any Proceeding associated with any Liability and (E) whether the facts on which they are based occurred prior to, on or after the date hereof;

Section 2.3 Settlement of Intergroup Indebtedness . Each of Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, will, repay, defease, capitalize, cancel, forgive, discharge, extinguish, assign, discontinue or otherwise cause to be satisfied, with respect to the other Party, as the case may be, all Intergroup Indebtedness owed or owed by the other Party on or prior to the Distribution, except as otherwise agreed to in good faith by the Parties in writing on or after the date hereof, it being understood and agreed by the Parties that the foregoing shall be subject to Section 2.11 .

Section 2.4 Bank Accounts; Cash Balances .

(a) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Trinity may determine), all actions necessary to amend all Contracts governing each bank and brokerage account owned by Arcosa or any other member of the Arcosa Group (the " Arcosa Accounts ") so that such Arcosa Accounts, if currently linked (whether by automatic withdrawal, automatic deposit, or any other authorization to transfer funds from or to, hereinafter "linked") to any bank or brokerage account owned by Trinity or any other member of the Trinity Group (the " Trinity Accounts ") are de-linked from the Trinity Accounts. From and after the Effective Time, no Trinity Group Employee shall have any authority to access or control any Arcosa Account, except as provided for through the Transition Services Agreement.

(b) The Parties agree to take, or cause the members of their respective Groups to take, at the Effective Time (or such earlier time as Trinity may determine), all actions necessary to amend all Contracts governing the Trinity Accounts so that such Trinity Accounts, if currently linked to an Arcosa Account, are de-linked from the Arcosa Accounts. From and after the Effective Time, no Arcosa Group Employee shall have any authority to access or control any Trinity Account, except as may be provided for through the Transition Services Agreement (if applicable).

(c) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b) , there will continue to be in place a centralized cash management system pursuant to which the Arcosa Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Arcosa Group.

(d) The Parties intend that, following consummation of the actions contemplated by Section 2.4(a) and Section 2.4(b) , there will continue to be in place a centralized cash management system pursuant to which the Trinity Accounts will be managed centrally and funds collected will be transferred into one or more centralized accounts maintained by members of the Trinity Group.

(e) With respect to any outstanding checks issued by Trinity, Arcosa, or any of their respective Subsidiaries prior to the Effective Time, such outstanding checks shall be honored following the Effective Time by the member of the applicable Group owning the account on which the check is drawn.

(f) As between the Parties hereto and the members of their respective Groups, all payments and reimbursements received after the Effective Time by either Party (or member of its Group) that relate to a Business, Asset or Liability of the other Party (or member of its Group), shall be held by such Party in trust for the use and benefit of the Party entitled thereto and, promptly upon receipt by such Party of any such payment or reimbursement, such Party shall pay over, or shall cause the applicable member of its Group to pay over to the other Party the amount of such payment or reimbursement without right of set-off.

(g) The Parties agree that, prior to the Effective Time, Trinity or any other member of the Trinity Group may withdraw any and all cash or Cash Equivalents from the Arcosa Accounts for the benefit of Trinity or any other member of the Trinity Group. Notwithstanding the foregoing, it is the intention of Trinity and Arcosa that, at the time of the Distribution, Arcosa shall have a minimum cash or Cash Equivalents balance, as would be reflected on the unaudited consolidated balance sheet of the Arcosa Group as of the close of business on the date prior to the Distribution Date, of $200,000,000. All cash held by any member of the Arcosa Group as of the Distribution shall be an Arcosa Asset and all cash held by any member of the Trinity Group as of the Distribution shall be a Trinity Asset.

Section 2.5 Limitation of Liability; Termination of Agreements.

(a) Except as otherwise expressly provided in this Agreement, no Party or any member of such Party's Group shall have any Liability to any other Party or any member of each other Party's Group in the event that any Information exchanged or provided pursuant to this Agreement which is an estimate or forecast, or which is based on an estimate or forecast, is found to be inaccurate.

(b) Except as provided in Section 2.3 , Section 2.11 or as set forth in subsection (c) below, no Party or any member of such Party's Group shall have any Liability to any other Party or any member of such other Party's Group based upon, arising out of or resulting from any Contract, arrangement, course of dealing or understanding, whether or not in writing, entered into or existing at or prior to the Effective Time, and each Party hereby terminates, and shall cause all members in its Group to terminate, any and all Contracts, arrangements, course of dealings or understandings between it or any members in its Group, on the one hand, and the other Party, or any members of its Group, on the other hand, effective as of immediately prior to the Effective Time, and any such Liability, whether or not in writing, is hereby irrevocably cancelled, released and waived effective as of the Effective Time. No such terminated Contract, arrangement, course of dealing or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, any reasonably requested actions necessary to effect the foregoing.

(c) The provisions of Section 2.5(b) shall not apply to any of the following Contracts, arrangements, course of dealings or understandings (or to any of the provisions thereof):

(1) this Agreement, the Ancillary Agreements, the Transfer Documents, the Continuing Arrangements and any Contract entered into in connection herewith or in order to consummate the transactions contemplated hereby or thereby;

(2) any Contracts, arrangements, course of dealings or understandings to which any Third Party is a party (it being understood that to the extent that the rights and obligations of the Parties and the members of their respective Groups under any such Contracts, arrangements, course of dealings or understandings constitute Trinity Assets, Arcosa Assets, Trinity Liabilities, or Arcosa Liabilities, such Contracts, arrangements, course of dealings or understandings shall be assigned or retained pursuant to this Article II ); and

(3) any Contracts, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of Trinity or Arcosa is a party.

(d) If any Contract, arrangement, course of dealing or understanding is terminated pursuant to Section 2.5(b) and, but for the mistake or oversight of either Party, would have been listed on Schedule 1.1(34) as a Continuing Arrangement as it is reasonably necessary for such affected Party to be able to continue to operate its businesses in substantially the same manner in which such businesses were operated prior to the Effective Time, then, at the request of such affected Party made within twelve (12) months following the Effective Time, the Parties shall negotiate in good faith to determine whether and to what extent (including the terms and conditions relating thereto), if any, notwithstanding such termination, such Contract, arrangement, course of dealing or understanding should continue following the Effective Time; provided , however , any Party may determine, in its sole discretion, not to re-instate or otherwise continue any such Contract, arrangement, course of dealing or understanding.

Section 2.6 Delayed Transfer of Assets or Liabilities .

(a) To the extent that any Transfers or assumptions contemplated by this Article II shall not have been consummated at or prior to the Effective Time, the Parties shall cooperate to effect such Transfers or assumptions as promptly following the Effective Time as shall be practicable. Nothing herein shall be deemed to require or constitute the Transfer of any Assets or the assumption of any Liabilities which by their terms or operation of Law cannot be Transferred or assumed; provided , however , that the Parties shall, and shall cause the respective members of their Groups to, cooperate and use commercially reasonable efforts to seek to obtain any necessary Consents or Governmental Approvals for the Transfer of all Assets and assumption of all Liabilities contemplated to be Transferred or assumed pursuant to this Article II .

(b) In the event that any such Transfer of Assets or assumption of Liabilities has not been consummated as of the Effective Time (any such Asset or Liability, a " Delayed Transfer Asset or Liability "), then from and after the Effective Time, (i) the Party (or relevant member in its Group) retaining such Asset shall thereafter hold (or shall cause such member in its Group to hold) such Asset for the use and benefit of the Party (or relevant member in its Group) entitled thereto (at the expense of the Person entitled thereto) and (ii) the Party intended to assume such Liability shall, or shall cause the applicable member of its Group to, pay or reimburse the Party (or the relevant member of its Group) retaining such Liability for all amounts paid or incurred in connection with the retention of such Liability. In addition, the Party retaining such Asset or Liability (or relevant member of its Group) shall (or shall cause such member in its Group to) treat, insofar as reasonably possible and to the extent permitted by applicable Law, such Delayed Transfer Asset or Liability in the ordinary course of business in accordance with past practice and take such other actions as may be reasonably requested by the Party to which such Delayed Transfer Asset or Liability is to be transferred or assumed in order to place such Party, insofar as reasonably possible, in the same position as if such Asset or Liability had been transferred or assumed as contemplated hereby and so that all the benefits and burdens relating to such Asset or Liability, including possession, use, risk of loss, potential for income and gain, and dominion, control and command over such Asset or Liability, are to inure from and after the Effective Time to the relevant member of the Trinity Group or the Arcosa Group, as the case may be, entitled to the receipt of such Asset or Liability. In furtherance of the foregoing, the Parties agree that, as of the Effective Time, each Party shall be deemed to have acquired complete and sole beneficial ownership over all of such delayed Assets, together with all rights, powers and privileges incident thereto, and shall be deemed to have assumed in accordance with the terms of this Agreement all of the Liabilities, and all duties, obligations and responsibilities incident thereto, which such Party is entitled to acquire or required to assume pursuant to the terms of this Agreement.

(c) If and when the Consents, Governmental Approvals and/or conditions, the absence or non-satisfaction of which caused the deferral of transfer of any Delayed Transfer Asset or Liability pursuant to this Section 2.6 , are obtained or satisfied, the Transfer or novation of the applicable Delayed Transfer Asset or Liability shall be effected without further consideration in accordance with and subject to the terms of this Agreement (including Section 2.2 ) and/or the applicable Ancillary Agreement as promptly as practicable after the receipt of such Consents, Governmental Approvals and/or absence or satisfaction of conditions.

(d) The Party (or relevant member of its Group) retaining any Delayed Transfer Asset or Liability shall (i) not be obligated, in connection with the foregoing, to expend any money unless the necessary funds are advanced, or agreed in advance to be reimbursed by the Party (or relevant member of its Group) entitled to such Asset, other than reasonable attorneys' fees and recording or similar fees, all of which shall be promptly reimbursed by the Party (or relevant member of its Group) entitled to such Asset and (ii) be indemnified for all Indemnifiable Losses or other Liabilities arising out of any actions (or omissions to act) of such retaining Party taken at the direction of the other Party (or relevant member of its Group) in connection with and relating to such retained Asset or Liability, as the case may be.

(e) Until the two year anniversary of this Agreement, if either Party determines that it (or any member of its Group) owns any Asset that was allocated by the terms of this Agreement to be Transferred to the other Party at the Effective Time or that is agreed by such Party and the other Party in their good faith judgment to be an Asset that more properly belongs to the other Party or an Asset that such other Party or Subsidiary was intended to have the right to continue to use, then the Party owning such Asset shall as applicable (i) Transfer any such Asset to the Party (or relevant member of its Group) identified as the appropriate transferee and following such Transfer, such Asset shall be an Arcosa Asset or Trinity Asset, as the case may be, or (ii) grant such mutually agreeable rights with respect to such Asset to permit such continued use, subject to, and consistent with this Agreement, including with respect to assumption of associated Liabilities. In connection with such Transfer, the receiving party shall assume all Liabilities related to such Asset.

(f) After the Effective Time, each Party (or any member of its Group) may receive mail, packages and other communications properly belonging to the other Party (or any member of its Group). Accordingly, at all times after the Effective Time, each Party authorizes the other Party (or any member of its Group) to receive and open all mail, packages and other communications received by such Party (or any member of its Group) and not unambiguously intended for such first Party, any member of such first Party's Group or any of their respective officers, directors, employees or other agents, and to the extent that they do not relate to the business of the receiving Party, the receiving party shall promptly deliver such mail, telegrams, packages or other communications (or, in case the same relate to both businesses, copies thereof) to the other Party as provided for in Section 10.6 . The provisions of this Section 2.6(f) are not intended to, and shall not, be deemed to constitute an authorization by any Party (or any member of its Group) to permit the other to accept service of process on its (or its members') behalf and no Party (or any member of its Group) is or shall be deemed to be the agent of the other Party (or any member of its Group) for service of process purposes.

(g) For the avoidance of doubt, nothing in this Section 2.6 shall apply to Shared Contracts, which shall be governed by Section 2.8 .

Section 2.7 Transfer Documents . In connection with, and in furtherance of, the Transfers of Assets and the acceptance and assumptions of Liabilities contemplated by this Agreement, the Parties shall execute or cause to be executed, at or prior to the Effective Time, or after the Effective Time with respect to Section 2.6 , by the appropriate entities, the Transfer Documents necessary to evidence the valid and effective assumption by the applicable Party (or any member of its Group) of its assumed Liabilities, and the valid Transfer to the applicable Party (or any member of its Group) of all rights, titles and interests in and to its accepted Assets, including the transfer of real property with quit claim deeds, as may be appropriate.

Section 2.8 Shared Contracts .

(a) With respect to Shared Contractual Liabilities pursuant to, under or relating to a given Shared Contract, such Shared Contractual Liabilities shall be allocated, unless otherwise allocated pursuant to this Agreement or an Ancillary Agreement, between the Parties as follows:

(i) first, if a Liability is incurred exclusively in respect of a benefit received by one Party or its Group, the Party or Group receiving such benefit shall be responsible for such Liability;

(ii) second, if a Liability cannot be exclusively allocated to one Party or its Group under clause (i) above, such Liability shall be allocated among both Parties and their respective Groups based on the relative proportions of total benefit received (over the remaining term of the Shared Contract, measured starting as of the date of allocation) under the relevant Shared Contract. Notwithstanding the foregoing, each Party and its Group shall be responsible for any or all Liabilities arising out of or resulting from such Party's or Group's breach of the relevant Shared Contract.

(b) Except as otherwise expressly contemplated in this Agreement or an Ancillary Agreement, if Trinity or any member of the Trinity Group, on the one hand, or Arcosa or any member of the Arcosa Group, on the other hand, receives any benefit or payment under any Shared Contract which was intended for the other Party or its Group, Trinity, on the one hand, or Arcosa, on the other hand, as applicable, will use its respective commercially reasonable efforts, or will cause any member of its Group to use its commercially reasonable efforts, to deliver, Transfer or otherwise afford such benefit or payment to the other Party.

(c) Notwithstanding anything to the contrary herein, the Parties have determined that it is advisable that certain Shared Contracts, or portions thereof, will be separated or assigned to a member of the Trinity Group or the Arcosa Group, as applicable. The Parties shall use their commercially reasonable efforts to separate the Shared Contracts which are identified on Schedule 2.8(c)(i) into separate Contracts between the appropriate Third Party and either (i) Arcosa or a member of the Arcosa Group or (ii) Trinity or a member of the Trinity Group. Trinity or a member of the Trinity Group will use commercially reasonable efforts to assign the rights and obligations, but only to the extent relating to the Arcosa Business, under the Shared Contracts which are identified on Schedule 2.8(c)(ii) to Arcosa or a member of the Arcosa Group. The Parties agree to cooperate and provide reasonable assistance prior to the Effective Time and for a period of six (6) months following the Effective Time (with no obligation on the part of either Party to pay any costs or fees with respect to such assistance) in effecting the separation or assignment of such Shared Contracts as described above.

(d) Each of Trinity and Arcosa shall, and shall cause the members of their respective Group to, (i) treat for all Tax purposes the portion of each Shared Contract inuring to their respective Business as an Asset owned by, and/or a Liability of, as applicable, such Party, or the members of such Party's Group, as applicable, not later than the Effective Time, and (ii) neither report nor take any Tax position (on a Tax Return or otherwise) inconsistent with such treatment (unless required by applicable Law or a good faith resolution of a Tax Contest).

Section 2.9 Further Assurances .

(a) In addition to and without limiting the actions specifically provided for elsewhere in this Agreement, each of the Parties shall cooperate with each other and use (and will cause the relevant member of its Group to use) commercially reasonable efforts, prior to, on and after the Effective Time, to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable Law or contractual obligations to consummate and make effective the transactions contemplated by this Agreement and the Ancillary Agreements.

(b) Without limiting the foregoing, each Party shall cooperate with the other Party, from and after the Effective Time, to execute and deliver, or use commercially reasonable efforts to cause to be executed and delivered, all instruments, including instruments of conveyance, assignment and transfer, and to make all filings with, and to obtain all Consents and/or Governmental Approvals, and to take all such other actions as such Party may reasonably be requested to take by any other Party from time to time, consistent with the terms of this Agreement and the Ancillary Agreements, in order to effectuate the provisions and purposes of this Agreement and the Ancillary Agreements and the Transfers of the applicable Assets and the assignment and assumption of the applicable Liabilities and the other transactions contemplated hereby and thereby. Without limiting the foregoing, each Party will, at the reasonable request of the other Party, take such other actions as may be reasonably necessary to vest in such other Party good and marketable title to the Assets allocated to such Party under this Agreement or any of the Ancillary Agreements, free and clear of any Security Interest, if and to the extent it is practicable to do so.

(c) On or prior to the Distribution Date, Trinity and Arcosa in their respective capacities as direct or indirect stockholders of their respective Subsidiaries, shall each approve or ratify any actions that are reasonably necessary or desirable to be taken by any Subsidiary of Trinity or Subsidiary of Arcosa, as applicable, to effectuate the transactions contemplated by this Agreement and the Ancillary Agreements.

Section 2.10 Novation of Liabilities; Consents .

(a) Each Party, at the request of the other Party, shall use commercially reasonable efforts to obtain, or to cause to be obtained, any Consent, release, substitution or amendment required to novate or assign all obligations under Contracts or other Liabilities for which a member of such Party's Group and a member of the other Party's Group are jointly or severally liable and that do not constitute Liabilities of such other Party as provided in this Agreement, or to obtain in writing the unconditional release of all parties to such arrangements (other than any member of the Group who assumed or retained such Liability as set forth in this Agreement), so that, in any such case, the members of the applicable Group will be solely responsible for such Liabilities; provided , however , that no Party shall be obligated to pay any consideration therefor to any Third Party from whom any such Consent, substitution or amendment is requested (unless such Party is fully reimbursed by the requesting Party).

(b) If the Parties are unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment, the other Party or a member of such other Party's Group shall continue to be bound by such Contract, license or other obligation that does not constitute a Liability of such other Party and, unless not permitted by Law or the terms thereof, as agent or subcontractor for such Party, the Party or member of such Party's Group who assumed or retained such Liability as set forth in this Agreement (the " Liable Party ") shall, or shall cause a member of its Group to, pay, perform and discharge fully all the obligations or other Liabilities of such other Party or member of such other Party's Group thereunder from and after the Effective Time; provided , however , that the other Party shall not be obligated to extend, renew or otherwise cause such Contract, license or other obligation to remain in effect beyond the term in effect as of the Effective Time. The Liable Party shall indemnify and defend each other Party and the members of such other Party's Group against any and all Liabilities arising in connection therewith; provided , however , that the Liable Party shall have no obligation to indemnify the other Party or any member of such other Party's Group with respect to any matter to the extent that such other Party has engaged in any knowing violation of Law or fraud in connection therewith. The other Party shall, without further consideration, promptly pay and remit, or cause to be promptly paid or remitted, to the Liable Party or to another member of the Liable Party's Group, all money, rights and other consideration received by it or any member of its Group in respect of such performance by the Liable Party (unless any such consideration is an Asset of such other Party pursuant to this Agreement). If and when any such Consent, release, substitution or amendment shall be obtained or such agreement, lease, license or other rights or obligations shall otherwise become assignable or able to be novated, the other Party shall promptly assign, or cause to be assigned, all rights, obligations and other Liabilities thereunder of any member of such other Party's Group to the Liable Party or to another member of the Liable Party's Group without payment of any further consideration and the Liable Party, or another member of such Liable Party's Group, without the payment of any further consideration, shall assume such rights and obligations and other Liabilities.

Section 2.11 Guarantees and Letters of Credit .

(a) Trinity shall (with the commercially reasonable cooperation of Arcosa and the other members of the Arcosa Group) use its commercially reasonable efforts, if so requested by Arcosa, to have any member of the Arcosa Group removed as guarantor of, or obligor for, any Trinity Liability, including with respect to those guarantees and obligations listed or described on Schedule 2.11(a) , to the extent that they relate to Trinity Liabilities

(b) Arcosa shall (with the commercially reasonable cooperation of Trinity and the other members of the Trinity Group) use its commercially reasonable efforts, if so requested by Trinity, to have any member of the Trinity Group removed as guarantor of, or obligor for, any Arcosa Liability, including with respect to those guarantees listed or described on Schedule 2.11(b) , to the extent that they relate to the Arcosa Liabilities (each of the releases referred to in clauses (a) and (b) of this Section 2.11 , a " Guaranty Release ").

(c) If Trinity or Arcosa is unable to obtain, or to cause to be obtained, any removal of any guarantee or other obligation as set forth in clauses (a) and (b) of this Section 2.11 , (i) the relevant beneficiary of such guarantee or obligation shall indemnify and defend the guarantor or obligor for any Indemnifiable Loss arising from or relating thereto (in accordance with the provisions of Article VI ) and shall or shall cause one of its Subsidiaries, as agent or subcontractor for such guarantor or obligor to pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) the relevant beneficiary of such guarantee or obligation shall pay to the guarantor or obligor a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding amount of the obligation underlying such guarantee or obligation during such quarter and (iii) each of Trinity and Arcosa shall not renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party is or may be liable unless all obligations of such other Party and the other members of such Party's Group with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party; provided , however , with respect to leases, in the event a Guaranty Release is not obtained and such first Party wishes to extend the term of such guaranteed lease then such first Party shall have the option of extending the term if it provides such security as is reasonably satisfactory to the guarantor under such guaranteed lease.

(d) Trinity and Arcosa shall cooperate and Arcosa shall use commercially reasonable efforts to replace all letters of credit issued by Trinity or other members of the Trinity Group on behalf of or in favor of any member of the Arcosa Group or the Arcosa Business (the " Trinity LCs ") as promptly as practicable with letters of credit from Arcosa or a member of the Arcosa Group as of the Effective Time. With respect to any Trinity LCs that remain outstanding after the Effective Time (i) Arcosa shall, and shall cause the members of the Arcosa Group to, indemnify and defend the Trinity Indemnified Party for any Liabilities arising from or relating to the such letters of credit, including, without limitation, any fees in connection with the issuance and maintenance thereof and any funds drawn by (or for the benefit of), or disbursements made to, the beneficiaries of such Trinity LCs in accordance with the terms thereof, (ii) Arcosa shall pay to Trinity a fee payable at the end of each calendar quarter based on a rate of 0.65% per annum on the average outstanding balance during such quarter of any outstanding Trinity LCs and (iii) without the prior written consent of Trinity, Arcosa shall not, and shall not permit any member of the Arcosa Group to, enter into, renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, lease, Contract or other obligation in connection with which Trinity or any member of the Trinity Group has issued any letters of credit which remain outstanding. Neither Trinity nor any member of the Trinity Group will have any obligation to renew any letters of credit issued on behalf of or in favor of any member of the Arcosa Group or the Arcosa Business after the expiration of any such letter of credit.

Section 2.12 DISCLAIMER OF REPRESENTATIONS AND WARRANTIES .

(a) EACH OF TRINITY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE TRINITY GROUP), AND ARCOSA (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE ARCOSA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, IN ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR IN ANY CONTINUING ARRANGEMENT, NO PARTY TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, TRANSFER DOCUMENT, OR ANY OTHER AGREEMENT OR DOCUMENT CONTEMPLATED HEREBY OR THEREBY, IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE ASSETS, BUSINESSES OR LIABILITIES CONTRIBUTED, TRANSFERRED, DISTRIBUTED, OR ASSUMED AS CONTEMPLATED HEREBY OR THEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH OR THEREWITH, AS TO THE VALUE OR FREEDOM FROM ANY SECURITY INTERESTS OF, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY, OR AS TO THE ABSENCE OF ANY DEFENSES OR RIGHT OF SETOFF OR FREEDOM FROM COUNTERCLAIM WITH RESPECT TO ANY ACTION OR OTHER ASSET, INCLUDING ANY ACCOUNTS RECEIVABLE, OF ANY PARTY, OR AS TO THE LEGAL SUFFICIENCY OF ANY CONTRIBUTION, DISTRIBUTION, ASSIGNMENT, DOCUMENT, CERTIFICATE OR INSTRUMENT DELIVERED HEREUNDER TO CONVEY TITLE TO ANY ASSET OR THING OF VALUE UPON THE EXECUTION, DELIVERY AND FILING HEREOF OR THEREOF. EXCEPT AS MAY EXPRESSLY BE SET FORTH HEREIN, IN ANY TRANSFER DOCUMENT OR IN ANY ANCILLARY AGREEMENT, ALL ASSETS ARE BEING TRANSFERRED ON AN "AS IS," "WHERE IS" BASIS (AND, IN THE CASE OF ANY REAL PROPERTY, BY MEANS OF A QUITCLAIM) AND THE RESPECTIVE TRANSFEREES SHALL BEAR ALL ECONOMIC AND LEGAL RISKS THAT (I) ANY CONVEYANCE SHALL PROVE TO BE INSUFFICIENT TO VEST IN THE TRANSFEREE GOOD AND MARKETABLE TITLE, FREE AND CLEAR OF ANY SECURITY INTEREST, AND (II) ANY NECESSARY CONSENTS OR GOVERNMENTAL APPROVALS ARE NOT OBTAINED OR THAT ANY REQUIREMENTS OF LAWS, CONTRACTS, OR JUDGMENTS ARE NOT COMPLIED WITH. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

(b) Each of Trinity (on behalf of itself and each member of the Trinity Group) and Arcosa (on behalf of itself and each member of the Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 2.12(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, are jointly or severally liable for any Trinity Liability or any Arcosa Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement and the Ancillary Agreements (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

(c) Trinity hereby waives compliance by itself and each and every member of the Trinity Group with the requirements and provisions of any "bulk-sale" or "bulk transfer" Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Trinity Assets to Trinity or any member of the Trinity Group.

(d) Arcosa hereby waives compliance by itself and each and every member of the Arcosa Group with the requirements and provisions of any "bulk-sale" or "bulk transfer" Laws of any jurisdiction that may otherwise be applicable with respect to the Transfer or sale of any or all of the Arcosa Assets to Arcosa or any member of the Arcosa Group.

ARTICLE III

CERTAIN ACTIONS PRIOR TO THE DISTRIBUTION

Section 3.1 Separation . The Parties agree to take, or cause the members of their respective Groups to take, prior to the Distribution, all actions necessary, subject to the terms of this Agreement, to effectuate the Separation as set forth in Article II .

Section 3.2 Certificate of Incorporation; Bylaws . At or prior to the Effective Time, all necessary actions shall be taken to adopt the form of amended and restated certificate of incorporation and amended and restated by-laws filed by Arcosa with the SEC as exhibits to the Registration Statement.

Section 3.3 Directors . At or prior to the Effective Time, Trinity shall take all necessary action to cause the board of directors of Arcosa to consist of the individuals who are identified in the Registration Statement (including the Information Statement) at the Effective Time as being directors of Arcosa.

Section 3.4 Resignations .

(a) Subject to Section 3.4(b) , at or prior to the Effective Time, (i) Trinity shall cause all its employees and any employees of its Affiliates who will not become an Arcosa Group Employee immediately following the Effective Time to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Arcosa Group in which they serve, and (ii) Arcosa shall cause all Arcosa Group Employees to resign, effective as of the Effective Time, from all positions as officers or directors of any member of the Trinity Group in which they serve.

(b) No Person shall be required by any Party to resign from any position or office with another Party if such Person is disclosed in the Information Statement as the Person who is to hold such position or office following the Distribution.

Section 3.5 Ancillary Agreements . At or prior to the Effective Time, Trinity and Arcosa shall enter into, and, if applicable, shall cause a member or members of their respective Groups to enter into, the Ancillary Agreements.

Section 3.6 Arcosa Financing Arrangements . Prior to the Distribution Date, Arcosa shall enter into the Arcosa Financing Arrangements, on such terms and conditions as agreed by Trinity (including the amount that shall be borrowed pursuant to the Arcosa Financing Arrangements and the interest rates for such borrowings). Trinity and Arcosa shall participate in the preparation of all materials and presentations as may be reasonably necessary to secure funding pursuant to the Arcosa Financing Arrangements, including rating agency presentations necessary to obtain the requisite ratings needed to secure the financing under any of the Arcosa Financing Arrangements. The Parties agree that Arcosa, and not Trinity, shall be ultimately responsible for all costs and expenses incurred by, and for reimbursement of such costs and expenses to, any member of the Trinity Group or Arcosa Group associated with the Arcosa Financing Arrangements.

ARTICLE IV

THE DISTRIBUTION

Section 4.1 The Distribution . Subject to the satisfaction or waiver of the conditions, covenants and other terms set forth in this Agreement and the Ancillary Agreements, on or prior to the Distribution Date, in connection with the Separation, including the Transfer of the Arcosa Assets to Arcosa in the Separation whenever made, Arcosa shall issue to Trinity as a stock dividend such number of shares of Arcosa Common Stock (or Trinity and Arcosa shall take or cause to be taken such other appropriate actions to ensure that Trinity has the requisite number of shares of Arcosa Common Stock) as may be requested by Trinity after consultation with Arcosa in order to effect the Distribution, which shares as of the date of issuance shall represent (together with such shares previously held by Trinity) all of the issued and outstanding shares of Arcosa Common Stock. Subject to conditions and other terms in this Article IV , Trinity will cause the Agent on the Distribution Date to make the Distribution, including by crediting the appropriate number of shares of Arcosa Common Stock to book entry accounts for each holder of Arcosa Common Stock or designated transferee or transferees of such holder of Arcosa Common Stock. For stockholders of Trinity who own Trinity Common Stock through a broker or other nominee, their shares of Arcosa Common Stock will be credited to their respective accounts by such broker or nominee. No action by any holder of Trinity Common Stock on the Record Date shall be necessary for such stockholder (or such stockholder's designated transferee or transferees) to receive the applicable number of shares of Arcosa Common Stock (and, if applicable, cash in lieu of any fractional shares) such stockholder is entitled to in the Distribution.

Section 4.2 Fractional Shares . Trinity stockholders who, after aggregating the number of shares of Arcosa Common Stock (or fractions thereof) to which such stockholder would be entitled on the Record Date, would be entitled to receive a fraction of a share of Arcosa Common Stock in the Distribution, will receive cash in lieu of fractional shares. Fractional shares of Arcosa Common Stock will not be distributed in the Distribution nor credited to book-entry accounts. The Agent shall, as soon as practicable after the Distribution Date (a) determine the number of whole shares and fractional shares of Arcosa Common Stock allocable to each other holder of record or beneficial owner of Trinity Common Stock as of close of business on the Record Date, (b) aggregate all such fractional shares into whole shares and sell the whole shares obtained thereby in open market transactions at then prevailing trading prices on behalf of holders who would otherwise be entitled to fractional share interests, and (c) distribute to each such holder, or for the benefit of each such beneficial owner, such holder's or owner's ratable share of the net proceeds of such sale, based upon the average gross selling price per share of Arcosa Common Stock after making appropriate deductions for any amount required to be withheld for United States federal income tax purposes. Arcosa shall bear the cost of brokerage fees and transfer taxes incurred in connection with these sales of fractional shares, which such sales shall occur as soon after the Distribution Date as practicable and as determined by the Agent. None of Trinity, Arcosa or the applicable Agent will guarantee any minimum sale price for the fractional shares of Arcosa Common Stock. Neither Trinity nor Arcosa will pay any interest on the proceeds from the sale of fractional shares. The Agent will have the sole discretion to select the broker-dealers through which to sell the aggregated fractional shares and to determine when, how and at what price to sell such shares. Neither the Agent nor the selected broker-dealers will be Affiliates of Trinity or Arcosa.

Section 4.3 Actions in Connection with Distribution .

(a) Arcosa shall file such amendments and supplements to the Registration Statement as Trinity may reasonably request, and such amendments as may be necessary in order to cause the same to become and remain effective as required by Law, including filing such amendments and supplements to the Registration Statement and Information Statement as may be required by the SEC or federal, state or foreign securities Laws. Trinity shall mail to the holders of Trinity Common Stock, at such time on or prior to the Distribution Date as Trinity shall determine, the Information Statement included in the Registration Statement, as well as any other information concerning Arcosa, the Arcosa Business, operations and management, the Separation and such other matters as Trinity shall reasonably determine are necessary and as may be required by Law.

(b) Arcosa shall also prepare, file with the SEC and cause to become effective any registration statements or amendments thereof required to effect the establishment of, or amendments to, any employee benefit and other plans or as otherwise necessary or appropriate in connection with the transactions contemplated by this Agreement, or any of the Ancillary Agreements, including any transactions related to financings or other credit facilities. Promptly after receiving a request from Trinity, Arcosa shall prepare and, in accordance with applicable Law, file with the SEC any such documentation that Trinity determines is necessary or desirable to effectuate the Distribution, and Trinity and Arcosa shall each use commercially reasonable efforts to obtain all necessary approvals from the SEC with respect thereto as soon as practicable.

(c) Promptly after receiving a request from Trinity, to the extent not already approved and effective, Arcosa shall prepare and file, and shall use commercially reasonable efforts to have approved and made effective, an application for the original listing on the NYSE of the Arcosa Common Stock to be distributed in the Distribution, subject to official notice of distribution.

(d) Nothing in this Section 4.3 shall be deemed, by itself, to create a Liability of Trinity for any portion of the Registration Statement.

Section 4.4 Sole Discretion of Trinity . Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, Trinity shall, in its sole and absolute discretion, determine the Distribution Date and all terms of the Distribution, including the form, structure and terms of any transactions to effect the Distribution and the timing of and conditions to the consummation thereof. In addition, Trinity may, in accordance with Section 10.10 , at any time prior to the Distribution Date and from time to time until the completion of the Distribution decide to abandon the Distribution or modify or change the terms of the Distribution, including by accelerating or delaying the timing of the consummation of all or part of the Distribution. None of Arcosa, any other member of the Arcosa Group, any Arcosa Group Employee or any Third Party shall have any right or claim to require the consummation of the Separation or the Distribution, each of which shall be effected at the sole discretion of the Trinity Board.

Section 4.5 Conditions .

(a) Subject to Section 4.4 , the following are conditions to the consummation of the Distribution (which, to the extent permitted by applicable Law, may be waived, in whole or in part, by Trinity in its sole discretion):

(i) The Arcosa Registration Statement shall have been declared effective by the SEC and shall be subject to no further comment, no stop order suspending the effectiveness of the Arcosa Registration Statement shall be in effect, and no Proceedings for that purpose will be pending before or threatened by the SEC;

(ii) The Arcosa Common Stock to be delivered to the Trinity stockholders in the Distribution shall have been accepted for listing on the NYSE, subject to official notice of distribution;

(iii) Trinity shall have obtained a private letter ruling from the Internal Revenue Service in form and substance satisfactory to Trinity (in its sole discretion) substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code and that certain transactions involving the transfer to members of the Arcosa Group of certain Arcosa Assets and/or the assumption by members of the Arcosa Group of certain Arcosa Liabilities in connection with the Separation will not result in the recognition of any gain or loss to members of the Trinity Group or Arcosa Group for U.S. federal income tax purposes, and such private letter ruling shall not have been revoked prior to the Distribution Date or modified in any material respect;

(iv) Trinity shall have obtained an opinion from each of Skadden, Arps, Slate, Meagher & Flom LLP, tax counsel to Trinity, and KPMG, tax advisor to Trinity, in form and substance satisfactory to Trinity (in its sole discretion), substantially to the effect that, among other things, the Distribution, together with certain related transactions, will qualify as a tax-free distribution for U.S. federal income tax purposes under Sections 368(a)(1)(D) and 355 of the Code and that certain transactions involving the transfer to members of the Arcosa Group of certain Arcosa Assets and/or the assumption by members of the Arcosa Group of certain Arcosa Liabilities in connection with the Separation will not result in the recognition of any gain or loss to members of the Trinity Group or Arcosa Group for U.S. federal income tax purposes;

(v) Each of Trinity and Arcosa shall have received any necessary permits, registrations and consents under the securities or "blue sky" Laws of states or other political subdivisions of the United States (and any comparable Laws under any foreign jurisdiction) in connection with the Distribution and all such permits and authorizations shall be in effect;

(vi) No order, injunction or decree issued by any court or other tribunal of competent jurisdiction shall have been entered and shall continue to be in effect and no other Law or other legal restraint or prohibition shall have been adopted or be effective preventing the consummation of the Separation, Distribution or any of the related transactions contemplated herein;

(vii) The Internal Reorganization shall have been effectuated, including the execution of all such instruments, assignments, documents and other agreements necessary to effect the Internal Reorganization; and

(viii) No other events or developments shall exist or shall have occurred that, in the judgment of the Trinity Board, in its sole and absolute discretion, makes it inadvisable to effect the Separation, the Distribution or the transactions contemplated by this Agreement.

(b) The conditions set forth in this Section 4.5 are for the sole benefit of Trinity and shall not give rise to or create any duty on the part of Trinity or the Trinity Board to waive or not waive any such condition. Any determination made by Trinity prior to the Distribution concerning the satisfaction or waiver of any or all of the conditions set forth in this Section 4.5 shall be conclusive and binding on the Parties hereto.

ARTICLE V

COVENANTS

Section 5.1 Legal Names and Other Parties' Trademark .

(a) Except as otherwise specifically provided in any Ancillary Agreement, as soon as reasonably practicable after the Distribution Date, but in any event within six (6) months thereafter, each Party shall cease (and shall cause all of the other members of its Group to cease): (i) making any use of any names or Trademarks that include (A) any of the Trademarks of the other Party or such other Party's Affiliates (including, in the case of Arcosa, "Trinity" or "Trinity Industries, Inc." or any other name or Trademark containing the words "Trinity", and in the case of Trinity, "Arcosa" or "Arcosa, Inc." or any other name or Trademark containing the words "Arcosa") and (B) any names or Trademarks confusingly similar thereto or dilutive thereof (with respect to each Party, such Trademarks of the other Party or any of such other Party's Affiliates, the " Other Party Marks "), and (ii) holding themselves out as having any affiliation with the other Party or such other Party's Affiliates; provided , however , that the foregoing shall not prohibit any Party or any member of a Party's Group from (1) in the case of any member of the Arcosa Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with Trinity or in the case of any member of the Trinity Group, making factual and accurate reference in a non-Trademark manner that it was formerly affiliated with Arcosa, (2) making use of any Other Party Mark in a manner that would constitute "fair use" under applicable Law if any unaffiliated Third Party made such use or would otherwise be legally permissible for any unaffiliated Third Party without the consent of the Party owning such Other Party Mark, and (3) making references in internal historical and tax records. In furtherance of the foregoing, as soon as practicable, but in no event later than six (6) months following the Distribution Date, each Party shall (and cause all of the other members of its Group to) remove, strike over or otherwise obliterate all Other Party Marks from all of such Party's and its Affiliates' assets and other materials, including any vehicles, business cards, schedules, stationery, packaging materials, displays, signs, promotional materials, manuals, forms, websites, email, computer software and other materials and systems; provided , however , that Arcosa shall promptly after the Distribution Date post and maintain for a period of six (6) months a disclaimer in a form and manner reasonably acceptable to Trinity on the "www.arcosa.com" website informing its customers that as of the Effective Time and thereafter Arcosa, and not Trinity, is responsible for the operation of the Arcosa Business, including such website and any applicable services. Any use by any Party or any of such Party's Affiliates of any of the Other Party Marks as permitted in this Section 5.1 is subject to their compliance with all quality control standards and related requirements and guidelines in effect for the Other Party Marks as of the Effective Time.

(b) Notwithstanding the foregoing requirements of Section 5.1(a) , if any Party or any member of such Party's Group used commercially reasonable efforts to comply with Section 5.1(a) but is unable, due to regulatory or other circumstance beyond its control, to effect a legal name change in compliance with applicable Law such that an Other Party Mark remains in such Party's or its Group member's legal name, then such Party or its relevant Group member will not be deemed to be in breach hereof as long as it continues to use commercially reasonable efforts to effectuate such name change and does effectuate such name change within twelve (12) months after the Distribution Date, and, in such circumstances, such Party or Group member may continue to include in its assets and other materials references to the Other Party Mark that is in such Party's or Group member's legal name which includes references to "Arcosa" or "Trinity" as applicable, but only to the extent necessary to identify such Party or Group member and only until such Party's or Group member's legal name can be changed to remove and eliminate such references.

(c) Notwithstanding the foregoing requirements of Section 5.1(a) , but subject to Section 2.7 hereof, Arcosa shall not be required to change any name including the words "Trinity" in any Third Party contract or license, or in property records with respect to real or personal property, if an effort to change the name is commercially unreasonable; provided , however , that (i) Arcosa on a prospective basis from and after the Distribution Date shall change the name in any new or amended Third Party contract or license or property record and (ii) Arcosa shall not advertise or make public any continued use of the "Trinity" name permitted by this Section 5.1(c) except as otherwise permitted by this Section 5.1 .

Section 5.2 Auditors and Audits; Annual and Quarterly Financial Statements and Accounting .

(a) Each Party agrees that during the period ending on December 31, 2020, with respect to clause (i) below and December 31, 2019 with respect to clause (ii) (and with the consent of the other applicable Party, which consent shall not be unreasonably withheld or delayed, during any period of time after December 31, 2020 reasonably requested by such requesting Party so long as there is a reasonable business purpose for such request) and in any event solely with respect to the preparation and audit of each of the Party's financial statements for any of the years ended December 31, 2018, 2017 and 2016, the printing, filing and public dissemination of such financial statements, the audit of each Party's internal control over financial reporting related to such financial statements and such Party's management's assessment thereof, and each Party's management's assessment of such Party's disclosure controls and procedures related to such financial statements:

(i) Annual Financial Statements . Each Party shall provide to the other Party on a timely basis all information reasonably required to meet its schedule for the preparation, printing, filing, and public dissemination of its annual financial statements and for management's assessment of the effectiveness of its disclosure controls and procedures and its internal control over financial reporting in accordance with Items 307 and 308, respectively, of Regulation S-K and, to the extent applicable to such Party, (a) its auditor's audit report of its internal control over financial reporting and (b) management's assessment thereof in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the SEC's and Public Company Accounting Oversight Board's rules and auditing standards thereunder (such assessments and audit being referred to as the " Internal Control Audit and Management Assessments "). Without limiting the generality of the foregoing, each Party will provide all required financial and other Information with respect to itself and its Subsidiaries to its auditors in a sufficient and reasonable time and in sufficient detail to permit its auditors to take all steps and perform all reviews necessary to provide sufficient assistance to each other Party's auditors with respect to information to be included or contained in such other Party's annual financial statements and to permit such other Party's auditors and management to complete their respective auditor's report on Internal Control Audit and Management Assessments, to the extent applicable to such Party.

(ii) Access to Personnel and Records . Each audited Party shall authorize, and use its commercially reasonable efforts to cause, its respective auditors to make available to the other Party's auditors (each such other Party's auditors, collectively, the " Other Parties' Auditors ") both the personnel who performed or are performing the annual audits of such audited party (each such Party with respect to its own audit, the " Audited Party ") and work papers related to the annual audits of such Audited Party, in all cases within a reasonable time prior to such Audited Party's expected auditors' opinion date, so that the Other Parties' Auditors are able to perform the procedures they consider necessary to take responsibility for the work of the Audited Party's auditors as it relates to their auditors' report on such other Party's financial statements, all within sufficient time to enable such other Party to meet its timetable for the printing, filing and public dissemination of its annual financial statements. Each Party shall make available to the Other Parties' Auditors and management its personnel and Records in a reasonable time prior to the Other Parties' Auditors' opinion date and other Parties' management's assessment date so that the Other Parties' Auditors and other Parties' management are able to perform the procedures they consider necessary to conduct their respective Internal Control Audit and Management Assessments.

(b) Amended Financial Reports . In the event a Party restates any of its financial statements that includes such Party's audited or unaudited financial statements with respect to any balance sheet date or period of operation between January 1, 2013 and December 31, 2018, such Party will deliver to the other Party a substantially final draft, as soon as the same is prepared, of any report to be filed by such first Party with the SEC that includes such restated audited or unaudited financial statements (the " Amended Financial Reports "); provided , however , that such first Party may continue to revise its Amended Financial Report prior to its filing thereof with the SEC, which changes will be delivered to the other Party as soon as reasonably practicable; provided , further , however , that such first Party's financial personnel will actively consult with the other Party's financial personnel regarding any changes which such first Party may consider making to its Amended Financial Report and related disclosures prior to the anticipated filing of such report with the SEC, with particular focus on any changes which would have an effect upon the other Party's financial statements or related disclosures. Each Party will reasonably cooperate with, and permit and make any necessary employees available to, the other Party and the Other Parties' Auditors, in connection with the other Party's preparation of any Amended Financial Reports.

(c) Financials; Outside Auditors . If any Party or member of its respective Group is required, pursuant to Rule 3-09 of Regulation S-X or otherwise, to include in its Exchange Act filings audited financial statements or other information of the other Party or member of the other Party's Group, the other Party shall use its commercially reasonable efforts (i) to provide such audited financial statements or other information, and (ii) to cause its outside auditors to consent to the inclusion of such audited financial statements or other information in the Party's Exchange Act filings.

(d) Third Party Agreements . Nothing in this Section 5.2 shall require any Party to violate any Contract or arrangement with any Third Party regarding the confidentiality of confidential and proprietary information relating to that Third Party or its business; provided , however , that in the event that a Party is required under this Section 5.2 to disclose any such information, such Party shall use commercially reasonable efforts to seek to obtain such Third Party's consent to the disclosure of such information. The Parties also acknowledge that the Other Parties' Auditors are subject to contractual, legal, professional and regulatory requirements with which such auditors are responsible for complying.

Section 5.3 No Restrictions on Corporate Opportunities .

(a) In the event that Trinity or any other member of the Trinity Group, or any director or officer of Trinity or any other member of the Trinity Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Trinity or any other member of the Trinity Group and Arcosa or any other member of the Arcosa Group, neither Trinity nor any other member of the Trinity Group, nor any director or officer of Trinity or any other member of the Trinity Group, shall have any duty to communicate or present such corporate opportunity to Arcosa or any other member of the Arcosa Group and shall not be liable to Arcosa or any other member of the Arcosa Group or to Arcosa's stockholders for breach of any fiduciary duty as a stockholder of Arcosa or an officer or director thereof by reason of the fact that Trinity or any other member of the Trinity Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity, or does not present such corporate opportunity to Arcosa or any other member of the Arcosa Group.

(b) In the event that Arcosa or any other member of the Arcosa Group, or any director or officer of Arcosa or any other member of the Arcosa Group, acquires knowledge of a potential transaction or matter that may be a corporate opportunity for both Trinity or any other member of the Trinity Group and Arcosa or any other member of the Arcosa Group, neither Arcosa nor any other member of the Arcosa Group, nor any director or officer of Arcosa or any other member of the Arcosa Group, shall have any duty to communicate or present such corporate opportunity to Trinity or any other member of the Trinity Group and shall not be liable to Trinity or any other member of the Trinity Group or to Trinity's stockholders for breach of any fiduciary duty as a stockholder of Trinity or an officer or director thereof by reason of the fact that Arcosa or any other member of the Arcosa Group pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity, or does not present such corporate opportunity to Trinity or any other member of the Trinity Group.

(c) For the purposes of this Section 5.3 , "corporate opportunities" of Arcosa or any other member of the Arcosa Group shall include, but not be limited to, business opportunities that are, by their nature, in a line of business of Arcosa or any other member of the Arcosa Group, including the Arcosa Business, are of practical advantage to them and are ones in which Arcosa or any other member of the Arcosa Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Trinity or any other member of the Trinity Group or any of their officers or directors will be brought into conflict with that of Arcosa or any other member of the Arcosa Group, and "corporate opportunities" of Trinity or any other member of the Trinity Group shall include, but not be limited to, business opportunities that are, by their nature, in a line of business of Trinity or any other member of the Trinity Group, including the Trinity Business, are of practical advantage to them and are ones in which Trinity or any other member of the Trinity Group have an interest or a reasonable expectancy, and in which, by embracing the opportunities, the self-interest of Arcosa or any other member of the Arcosa Group or any of their officers or directors will be brought into conflict with that of Trinity or any other member of the Trinity Group.

Section 5.4 Certain Non-Competition Provisions.

(a) As an essential consideration for the obligations of the Parties under this Agreement, and in contemplation of the consummation of the Separation and the Distribution, each of Trinity and Arcosa hereby agrees that, from the date hereof until the fifth (5th) anniversary of the Distribution Date (the " Non-Compete Period "), such party shall not, and it shall cause each other member of its respective Group not to, directly or indirectly own, invest in, operate, manage, control, participate or engage in any Prohibited Business. "Prohibited Business" means (i) with respect to any member of the Trinity Group, the Arcosa Business as conducted immediately following the Effective Time; and (ii) with respect to any member of the Arcosa Group, the Trinity Business as conducted immediately following the Effective Time; provided , that nothing in this Section 5.4 shall prohibit the ownership by Trinity or Arcosa, as the case may be, or any member of its Group, of debt, equity or other class of securities of any Person that owns, invests in, operates, manages, controls, participates or engages directly or indirectly in a Prohibited Business, provided ownership of such securities (either directly, indirectly or upon conversion) is less than five percent (5%) of such class of securities of such Person. Nothing in this Section 5.4 shall prohibit the Arcosa Group or the Trinity Group from manufacturing, selling or distributing rail car parts and components except as provided on Schedule 5.4 . Also, nothing in this Section 5.4 shall prohibit the Arcosa Group from manufacturing and selling in Mexico products of the type roll formed manufactured by the Formet business division of Trinity Industries de Mexico prior to the Effective Time. During the Non-Compete Period, without the prior written consent of Trinity, the Arcosa Group shall not enter into a merger, acquisition, consolidation or other business combination with another Person that engages in manufacturing and selling products of the type roll formed manufactured by the Formet business division of Trinity Industries de Mexico prior to the Effective Time.

(b) In the event that a merger, acquisition, consolidation or other business combination with another Person that directly or indirectly owns, invests in, operates, manages, controls, participates or engages in a Prohibited Business results in Trinity or Arcosa, as the case may be, directly or indirectly owning, investing in, operating, managing, controlling, participating or engaging in a Prohibited Business in breach of Section 5.4(a) at the time of such transaction, the parties to such transaction shall have a period of 365 days from the date of the closing or consummation of such transaction to cure (by divestiture or otherwise, including, for the avoidance of doubt, in the event that such 365-day cure period extends beyond the expiration of the Non-Compete Period) such failure before the parties are deemed to be in breach of this Section 5.4 .

(c) It is the intention of each of the Parties that if any of the restrictions or covenants contained in this Section 5.4 is held by a court of competent jurisdiction to cover a geographic area or to be for a length of time that is not permitted by applicable Law, or is in any way construed by a court of competent jurisdiction to be too broad or to any extent invalid, such provision shall be construed and interpreted or reformed by a court of competent jurisdiction to provide for a covenant having the maximum enforceable geographic area, time period and other provisions (not greater than those contained in this Section 5.4 ) as shall be valid and enforceable under such Law. Each of Arcosa and Trinity acknowledges that any breach of the terms, conditions or covenants set forth in this Section 5.4 shall be competitively unfair and may cause irreparable damage to the other Party because of the special, unique, unusual and extraordinary character of the business of the Trinity Group and the Arcosa Group, respectively, and the recovery of damages at Law will not be an adequate remedy. Accordingly, each of the Parties agrees that for any breach of the terms, covenants or agreements of this Section 5.4 , a restraining order or an injunction or both may be issued against the breaching Party, in addition to any other rights or remedies a non-breaching Party may have.

ARTICLE VI

SURVIVAL AND INDEMNIFICATION; MUTUAL RELEASES

Section 6.1 Release of Pre-Distribution Claims .

(a) Except (i) as provided in Section 6.1(c) , (ii) as may otherwise be provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Trinity Indemnified Party is entitled to indemnification pursuant to this Article VI , effective as of the Distribution, Trinity does hereby, for itself and each other member of the Trinity Group and their respective successors and assigns, and, to the extent Trinity legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Trinity or any other member of the Trinity Group (in each case, in their respective capacities as such), remise, release and forever discharge Arcosa and each member of the Arcosa Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract or agreement, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Trinity shall not make, and shall not permit any other member of the Trinity Group to make, any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Arcosa Group with respect to any Liabilities released pursuant to this Section 6.1(a) .

(b) Except (i) as provided in Section 6.1(c) , (ii) as may be otherwise provided in this Agreement or any Ancillary Agreement and (iii) for any matter for which any Arcosa Indemnified Party is entitled to indemnification pursuant to this Article VI , effective as of the Distribution, Arcosa does hereby, for itself and each other member of the Arcosa Group and their respective successors and assigns, and, to the extent Arcosa legally may, all Persons that at any time prior or subsequent to the Distribution have been stockholders, directors, officers, members, agents or employees of Arcosa or any other member of the Arcosa Group (in each case, in their respective capacities as such), remise, release and forever discharge Trinity and each member of the Trinity Group and their respective successors and assigns from any and all Liabilities whatsoever, whether at Law or in equity, whether arising under any Contract or agreement, by operation of Law or otherwise, including for fraud, existing or arising from or relating to any acts or events occurring or failing to occur or alleged to have occurred or to have failed to occur or any conditions existing or alleged to have existed on or before the Distribution, whether or not known as of the Distribution, including in connection with the transactions and all other activities to implement the Separation or the Distribution. Arcosa shall not, and shall not permit any other member of the Arcosa Group to, make any claim or demand, or commence any Proceedings asserting any claim or demand, including any claim for indemnification, against any member of the Trinity Group with respect to any Liabilities released pursuant to this Section 6.1(b) .

(c) Nothing contained in Sections 6.1(a) or (b) shall impair any right of any Person to enforce this Agreement, any Ancillary Agreement or any arrangement that is not to terminate as of the Distribution. Nothing contained in Sections 6.1(a) or (b) shall release any Party from:

(i) any Liability provided in or resulting from any agreement among any member of the Trinity Group and any member of the Arcosa Group that is not to terminate as of the Distribution, or any other liability that is not to terminate as of the Distribution;

(ii) any Liability provided in or resulting from any other Contract or understanding that is entered into after the Effective Time between one Party (and/or a member of such Party's Group), on the one hand, and the other Party (and/or a member of such Party's Group), on the other hand;

(iii) any Liability that the Parties may have with respect to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement, including in respect of claims brought against the Parties (or members of their respective Groups) by any Third Party, which Liability shall be governed by the provisions of this Article VI and, if applicable, the appropriate provisions of the Ancillary Agreements;

(iv) any Liability with respect to any Continuing Arrangements or any Intergroup Indebtedness that survive the Effective Time; and

(v) any Liability, contingent or otherwise, assumed, transferred, assigned or allocated to the Group of which such Person is a member in accordance with, or any other liability of any member of any Group under, this Agreement; or

(vi) any Liability the release of which would result in the release of any Person other than a Person released pursuant to this Section 6.1 ; provided that the parties agree not to bring suit or permit any of their Subsidiaries to bring suit against any Person with respect to any Liability to the extent that such Person would be released with respect to such Liability by this Section 6.1 but for the provisions of this clause (vi) .

In addition, nothing contained in Section 6.1(a) shall release any member of the Trinity Group from honoring its existing obligations to indemnify any director, officer or employee of Arcosa who was a director, officer or employee of Trinity or any of its Affiliates at or prior to the Effective Time, to the extent such director, officer or employee is or becomes a named defendant in any Proceeding with respect to which he or she was entitled to such indemnification pursuant to obligations existing prior to the Effective Time; it being understood that if the underlying obligation giving rise to such Proceedings is an Arcosa Liability, Arcosa shall indemnify Trinity for such Liability (including Trinity's costs to indemnify the director, officer or employee) in accordance with the provisions set forth in this Article VI .

(d) At any time, at the request of any other Party, each Party shall cause each member of its respective Group to execute and deliver releases in form reasonably satisfactory to the other Party reflecting the provisions of this Section 6.1 .

Section 6.2 Indemnification by Trinity . In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement, and subject to Section 6.11 , from and after the Distribution, Trinity will indemnify, defend, release and discharge Arcosa and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the " Arcosa Indemnified Parties ," and, together with Trinity Indemnified Parties, the " Indemnified Parties "), from and against any and all Indemnifiable Losses actually suffered or incurred by the Arcosa Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication) to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Trinity Group or any other Person to pay, perform or otherwise promptly discharge any Trinity Liability in accordance with their respective terms, whether arising prior to, on or after the Distribution;

(b) any Trinity Liability; and

(c) any breach by any member of the Trinity Group of this Agreement or, subject to Section 6.11 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.3 Indemnification by Arcosa . In addition to any other provision of this Agreement or any Ancillary Agreement requiring indemnification, except as otherwise specifically set forth in any provision of this Agreement, and subject to Section 6.11 , from and after the Distribution, Arcosa shall indemnify, defend, release and discharge Trinity and its Affiliates and their respective current and former directors, officers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the " Trinity Indemnified Parties "), from and against any and all Indemnifiable Losses actually suffered or incurred by the Trinity Indemnified Parties relating to, arising out of or resulting from any of the following items regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication) to the fullest extent permitted by applicable Law:

(a) the failure of any member of the Arcosa Group or any other Person to pay, perform or otherwise promptly discharge any Arcosa Liability in accordance with their respective terms, whether arising prior to, on or after the Distribution;

(b) any Arcosa Liability; and

(c) any breach by any member of the Arcosa Group of this Agreement or, subject to Section 6.11 hereof, any of the Ancillary Agreements, subject to any indemnification provision or any specific limitation on liability contained in any Ancillary Agreement.

Section 6.4 Procedures for Indemnification; Third Party Claims .

(a) If an Indemnified Party shall receive notice or otherwise learn of the assertion by any Person who is not a member of the Trinity Group or the Arcosa Group, as the case may be, of any claim, or of the commencement by any such Person of any Proceedings, with respect to which an Indemnifying Party may be obligated to provide indemnification to such Indemnified Party pursuant to Section 6.2 or Section 6.3 , or any other Section of this Agreement or any Ancillary Agreement (collectively, a " Third Party Claim "), such Indemnified Party shall give such Indemnifying Party written notice thereof within thirty (30) days after such Indemnified Party received notice or otherwise learned of such Third Party Claim. Any such notice shall describe the Third Party Claim in reasonable detail, including, if known, the amount of the loss or Liability claimed or asserted by such third party for which indemnification may be available. Notwithstanding the foregoing, the failure of any Indemnified Party or other Person to give notice as provided in this Section 6.4 shall not relieve the related Indemnifying Party of its obligations under this Article VI , except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice.

(b) An Indemnifying Party shall be entitled (but shall not be required) to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice who is reasonably acceptable to the Indemnified Party if it gives notice of its intention to do so to the Indemnified Party within thirty (30) days of the receipt of such notice from the Indemnified Party; provided , however , that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such Third Party Claim (x) is a Proceeding by a Governmental Authority, (y) involves an allegation of a criminal violation or (z) seeks injunctive relief against the Indemnified Party. In the event of a conflict of interest between the Indemnifying Party and the Indemnified Party with respect to the Third Party Claim, the Indemnified Party shall be entitled to retain, at the Indemnifying Party's expense, separate counsel reasonably acceptable to the Indemnifying Party as required by the applicable rules of professional conduct with respect to such matter. If the Indemnifying Party elects to undertake any such defense at its own expense, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent Records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as are reasonably required by the Indemnifying Party. Similarly, if the Indemnified Party is conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all witnesses, pertinent Records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as are reasonably required by the Indemnified Party.

(c) If, in such notice, an Indemnifying Party elects not to assume responsibility for defending a Third Party Claim, or fails to notify an Indemnified Party of its election as provided in Section 6.4(b) , such Indemnified Party may defend such Third Party Claim at the cost and expense of the Indemnifying Party; provided , however , that the Indemnifying Party may at any time thereafter assume the defense of such Third Party Claim upon notice to the Indemnified Party (but the reasonable cost and expense incurred by the Indemnified Party in defending such Third Party Claim until such date as the Indemnifying Party shall assume the defense of such Third Party Claim shall be paid by the Indemnifying Party).

(d) The Indemnified Party may not settle or compromise any Third Party Claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, conditioned or delayed).

(e) The Indemnifying Party shall have the right to compromise or settle a Third Party Claim the defense of which it shall have assumed pursuant to Section 6.4(b) or Section 6.4(c) and any such settlement or compromise made or caused to be made of a Third Party Claim in accordance with this Article VI shall be binding on the Indemnified Party, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise. Notwithstanding the foregoing sentence, the Indemnifying Party shall not settle any such Third Party Claim without the written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) unless such settlement (A) completely and unconditionally releases the Indemnified Party in connection with such matter, (B) consists solely of monetary consideration borne by a Person other than the Indemnified Party, and (C) does not involve any admission by the Indemnified Party of any wrongdoing or violation of Law.

(f) In the event of Proceedings in which the Indemnifying Party is not a named defendant, if either the Indemnified Party or Indemnifying Party shall so request, the Parties shall endeavor to substitute the Indemnifying Party for the named defendant, if at all practicable and advisable under the circumstances. If such substitution or addition cannot be achieved for any reason or is not requested, the named defendant shall allow the Indemnifying Party to manage the Proceedings as set forth in this Article VI .

(g) With respect to any Third Party Claim that implicates both the Arcosa Group and the Trinity Group in a material fashion due to the allocation of Liabilities or potential impact on the operation of the Trinity Business or Arcosa Business, responsibilities for management of defense, and related indemnities pursuant to this Agreement or any of the Ancillary Agreements, the Parties agree to use reasonable best efforts to cooperate fully and maintain a joint defense (in a manner that will preserve for the relevant members of the Arcosa Group and Trinity Group the attorney-client privilege, joint defense or other privilege with respect thereto). The Party that is not responsible for managing the defense of such Third Party Claims shall, upon reasonable request, be consulted with respect to significant matters relating thereto and may, if necessary or helpful, retain counsel to assist in the defense of such claims (at such Party's own expense).

Section 6.5 Indemnification Payments . Indemnification required by this Article VI shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or an Indemnifiable Loss is incurred.

Section 6.6 Survival of Indemnities . The rights and obligations of each of Trinity and Arcosa and their respective Indemnified Parties under this Article VI shall survive (i) the sale or other transfer by any Group of any of its Assets or Businesses or the assignment by it of any Liabilities, and (ii) any merger, consolidation, business combination, sale of all or substantially all of the Assets, restructuring, recapitalization, reorganization or similar transaction involving either Party or any of its Subsidiaries.

Section 6.7 Indemnification Obligations Net of Insurance Proceeds and Other Amounts; Contribution .

(a) Insurance Proceeds and Other Amounts .

(i) The Parties intend that any Liability subject to indemnification or contribution pursuant to this Agreement or any Ancillary Agreement shall be reduced by any Insurance Proceeds or other amounts actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) from any Person by or on behalf of the Indemnified Party in respect of any indemnifiable Liability. Accordingly, the amount which an Indemnifying Party is required to pay to any Indemnified Party shall be reduced by any Insurance Proceeds or any other amounts theretofore actually recovered (net of any out-of-pocket costs or expenses incurred in the collection thereof) by or on behalf of the Indemnified Party in respect of the related Liability. If an Indemnified Party receives a payment required by this Agreement from an Indemnifying Party in respect of any Liability (an " Indemnity Payment ") and subsequently receives Insurance Proceeds or any other amounts in respect of the related Liability, then the Indemnified Party shall pay to the Indemnifying Party an amount equal to the excess of the Indemnity Payment received over the amount of the Indemnity Payment that would have been due if the Insurance Proceeds or such other amounts (net of any out-of-pocket costs or expenses incurred in the collection thereof) had been received, realized or recovered before the Indemnity Payment was made.

(ii) Any Indemnity Payment shall be increased as necessary so that after making all payments corresponding to Taxes imposed on or attributable to such Indemnity Payment, the Indemnified Party receives an amount equal to the sum it would have received had no such Taxes been imposed.

(b) Insurers and Other Third Parties Not Relieved . The Parties hereby agree that an insurer or other Third Party that would otherwise be obligated to pay any amount shall not be relieved of the responsibility with respect thereto or have any subrogation rights with respect thereto by virtue of any provision contained in this Agreement or any Ancillary Agreement, and that no insurer or any other Third Party shall be entitled to a "windfall" (e.g., a benefit they would not be entitled to receive in the absence of the indemnification or release provisions) by virtue of any provision contained in this Agreement or any Ancillary Agreement. Each Party shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to collect or recover, or allow the Indemnifying Party to collect or recover, any Insurance Proceeds that may be collectible or recoverable respecting the Liabilities for which indemnification may be available under this Article VI . Notwithstanding the foregoing, an Indemnifying Party may not delay making any indemnification payment required under the terms of this Agreement, or otherwise satisfying any indemnification obligation, pending the outcome of any Proceeding to collect or recover Insurance Proceeds, and an Indemnified Party need not attempt to collect any Insurance Proceeds prior to making a claim for indemnification or receiving any Indemnity Payment otherwise owed to it under this Agreement or any Ancillary Agreement.

(c) Contribution . If the indemnification provided for in this Article VI is unavailable for any reason to an Indemnified Party in respect of any Indemnifiable Loss, then the Indemnifying Party shall, in accordance with this Section 6.7(c) , contribute to the Indemnifiable Losses incurred, paid or payable by such Indemnified Party as a result of such Indemnifiable Loss in such proportion as is appropriate to reflect the relative fault of Arcosa and each other member of the Arcosa Group, on the one hand, and Trinity and each other member of the Trinity Group, on the other hand, in connection with the circumstances which resulted in such Indemnifiable Loss.

Section 6.8 Direct Claims . An Indemnified Party shall give the Indemnifying Party notice of any matter that an Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement (other than a Third Party Claim which shall be governed by Section 6.4 ) within thirty (30) days of such determination, stating the claimed or asserted amount of the Indemnifiable Loss and method of computation thereof, if known, and containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed by such Indemnified Party or arises; provided , however , that the failure to provide such notice shall not release the Indemnifying Party from any of its obligations except and solely to the extent the Indemnifying Party shall have been actually materially prejudiced as a result of such failure.

Section 6.9 Remedies Cumulative . The remedies provided in this Article VI or elsewhere in this Agreement shall be cumulative and shall not preclude assertion by any Indemnified Party of any other rights or the seeking of any and all other remedies provided for in this Agreement against any Indemnifying Party; provided , however , that the procedures set forth in this Article VI shall be the exclusive procedures governing any indemnity action brought under this Agreement.

Section 6.10 Consequential Damages . EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN THIS ARTICLE VI , IN NO EVENT SHALL TRINITY, ARCOSA OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 6.11 Ancillary Agreements . Notwithstanding anything in this Agreement to the contrary, to the extent any Ancillary Agreement contains any specific, express indemnification obligation or contribution obligation relating to any Trinity Liability, Trinity Asset, Arcosa Liability or Arcosa Asset contributed, assumed, retained, transferred, delivered or conveyed pursuant to such Ancillary Agreement, or relating to any other specific matter, the indemnification obligations contained herein shall not apply to such Trinity Liability, Trinity Asset, Arcosa Liability or Arcosa Asset, or such other specific matter, and instead the indemnification and/or contribution obligations set forth in such Ancillary Agreement shall govern with regard to such Trinity Asset, Trinity Liability, Arcosa Asset or Arcosa Liability or any such other specific matter.

ARTICLE VII

CONFIDENTIALITY; ACCESS TO INFORMATION

Section 7.1 Provision of Corporate Records . Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI , and subject to appropriate restrictions for classified, privileged or Confidential Information and subject further to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII :

(a) After the Effective Time, upon the prior written request by Arcosa for specific and identified Information which relates to (i) any member of the Arcosa Group or the conduct of the Arcosa Business (including Arcosa Assets and Arcosa Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Trinity shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Arcosa has a reasonable need for such originals) in the possession or control of Trinity or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Arcosa Group.

(b) After the Effective Time, upon the prior written request by Trinity for specific and identified Information which relates to (i) any member of the Trinity Group or the conduct of the Trinity Business (including Trinity Assets and Trinity Liabilities), as the case may be, up to the Effective Time, or (ii) any Ancillary Agreement, Arcosa shall provide, as soon as reasonably practicable following the receipt of such request, appropriate copies of such Information (or the originals thereof if Trinity has a reasonable need for such originals) in the possession or control of Arcosa or any of its Affiliates, but only to the extent such items so relate and are not already in the possession or control of a member of the Trinity Group.

Section 7.2 Access to Information . Other than in circumstances in which indemnification is sought pursuant to Article VI (in which event the provisions of such Article will govern) and without limiting the applicable provisions of Article VI , and subject to any restrictions or limitations contained in Section 5.2 or elsewhere in this Article VII , from and after the Effective Time, each of Trinity and Arcosa shall afford to the other and its authorized accountants, counsel and other designated representatives reasonable access during normal business hours, subject to appropriate notice and restrictions for classified, privileged or confidential information and to the requirements of any applicable Law, to the personnel, properties, and Information of such Party and its Subsidiaries insofar as such access is reasonably required by the other Party, and only for the duration such access is required, and relates to (a) such other Party or the conduct of its business prior to the Effective Time or (b) any Ancillary Agreement; provided , however , in the event that a Party determines that any such access or the provision of any such information (including information requested under Section 5.2 or Section 7.1 ) would be commercially detrimental in any material respect, violate any Law or Contract with a Third Party or waive any attorney-client privilege, the work product doctrine or other applicable privilege, the Parties shall take all reasonable measures (and, to the extent applicable, shall use commercially reasonable efforts to obtain the Consent from any Third Party required to make such disclosure without violating a Contract with a Third Party) to permit compliance with such information request in a manner that avoids any such harm, violation or consequence. Each of Trinity and Arcosa shall inform their respective officers, directors, employees, agents, consultants, advisors, authorized accountants, counsel and other designated representatives who have or have access to the other Party's Confidential Information or other information provided pursuant to Section 5.2 or this Article VII of their obligation to hold such information confidential in accordance with the provisions of this Agreement.

Section 7.3 Witness Services . At all times from and after the Effective Time, each of Trinity and Arcosa shall use its commercially reasonable efforts to make available to the other, upon reasonable written request, its and its Subsidiaries' officers, directors, employees, consultants, and agents (taking into account the business demands of such individuals) as witnesses to the extent that (a) such Persons may reasonably be required to testify in connection with the prosecution or defense of any Proceeding in which the requesting Party may from time to time be involved (except for claims, demands or Proceedings in which one or more members of one Group is adverse to one or more members of the other Group) and (b) there is no conflict in the Proceeding between the requesting Party and the other Party.

Section 7.4 Cooperation . At all times from and after the Effective Time, except for any Proceeding (or any threatened Proceeding) in which one or more members of one Group is adverse to one or more members of the other Group, or in which there is otherwise a conflict between one or more members of one Group and one or more members of the other Group (each of which shall be governed by such discovery rules as may be applicable thereto), each of Trinity and Arcosa shall cooperate and consult in good faith as reasonably requested in writing by the other Party with respect to the prosecution or defense of any Proceeding (or any audit or any other legal requirement) in which the requesting Party may from time to time be involved, regardless of whether relating to events that took place prior to, on or after the date of Separation or whether relating to this Agreement or any Ancillary Agreement or any of the transactions contemplated hereby or thereby or otherwise. Notwithstanding the foregoing, this Section 7.4 does not require a Party to take any step that would materially interfere, or that it reasonably determines could materially interfere, with its business. The requesting Party agrees to reimburse the other Party for the reasonable out-of-pocket costs, if any, incurred in connection with a request under this Section 7.4 .

Section 7.5 Confidentiality .

(a) Notwithstanding any termination of this Agreement, from and after the Effective Time until the date that is five (5) years after the date of termination of the Agreement, the Parties shall hold, and shall cause each of their respective Subsidiaries to hold, and shall each cause their respective officers, directors, employees, agents, consultants and advisors to hold, in strict confidence, and not to disclose or release or use, for any ongoing or future commercial purpose, without the prior written consent of the other Party, any and all Confidential Information concerning the other Party (and the members of its respective Group and Business); provided , however , that the Parties may disclose, or may permit disclosure of, Confidential Information (i) to their respective auditors, attorneys, financial advisors, bankers and other appropriate consultants and advisors who have a need to know such information for auditing and other non-commercial purposes and are informed of their obligation to hold such information confidential to the same extent as is applicable to the Parties and in respect of whose failure to comply with such obligations, the applicable Party will be responsible, (ii) if the Parties or any of their respective Subsidiaries are required or compelled to disclose any such Confidential Information by judicial or administrative process or by other requirements of Law or stock exchange rule, (iii) as necessary in order to permit a Party to prepare and disclose its financial statements, or other required disclosures, or (iv) in the event Trinity determines in its sole discretion that disclosure of Confidential Information to a government enforcement agency is in the best interest of Trinity or any member of the Trinity Group; provided , further , that each Party (and members of its Group as necessary) may use, or may permit use of, Confidential Information of the other Party in connection with such first Party performing its obligations, or exercising its rights, under this Agreement or any Ancillary Agreement. Notwithstanding the foregoing, (A) in the event that any demand or request for disclosure of Confidential Information is made pursuant to clause (ii) above, each Party, as applicable, shall promptly notify the other Party of the existence of such request or demand and shall provide the other Party a reasonable opportunity to seek an appropriate protective order or other remedy, which such Parties will cooperate in obtaining, and (B) in the event Trinity determines to disclose Confidential Information to a government enforcement agency pursuant to clause (iv) above, and such Confidential Information to be disclosed relates in whole or in part to Arcosa or any member of the Arcosa Group, then Trinity shall provide Arcosa with reasonable advance written notice prior to such disclosure. In the event that such appropriate protective order or other remedy is not obtained, the Party whose Confidential Information is required to be disclosed shall or shall cause the other applicable Party or Parties to furnish, or cause to be furnished, only that portion of the Confidential Information that is legally required to be disclosed and shall take commercially reasonable steps to ensure that confidential treatment is accorded such portion of such Confidential Information.

(b) Notwithstanding anything to the contrary set forth herein, (i) the Parties shall be deemed to have satisfied their obligations hereunder with respect to Confidential Information if they exercise at least the same degree of care that Trinity exercises and applies to its confidential and proprietary information pursuant to Trinity's policies and procedures in effect as of the Effective Time and (ii) confidentiality obligations provided for in any Contract between each Party or its Subsidiaries and their respective employees shall remain in full force and effect. Notwithstanding anything to the contrary set forth herein, Confidential Information of any Party in the possession of and used by any other Party as of the Effective Time may continue to be used by such Party in possession of the Confidential Information in and only in (and only to the extent reasonably necessary to) the operation of the Arcosa Business (in the case of the Arcosa Group) or the Trinity Business (in the case of the Trinity Group); provided , however , such Confidential Information may be used only so long as the Confidential Information is maintained in confidence in accordance with, and not disclosed in violation of, Section 7.5(a) .

(c) Each Party acknowledges that it and the other members of its Group may have in their possession confidential or proprietary information of Third Parties that was received under confidentiality or non-disclosure agreements with such Third Party prior to the Effective Time. Such Party will hold, and will cause the other members of its Group and their respective representatives to hold, in strict confidence the confidential and proprietary information of Third Parties to which they or any other member of their respective Groups has access, in accordance with the terms of any Contracts entered into prior to the Effective Time between one or more members of the such Party's Group (whether acting through, on behalf of, or in connection with, the separated Businesses) and such Third Parties.

(d) Upon the written request of a Party, the other Party shall take commercially reasonable actions to promptly (i) deliver to such requesting Party all original Confidential Information (whether written or electronic) concerning such requesting Party and/or its Subsidiaries, and (ii) if specifically requested by such requesting Party, destroy any copies of such Confidential Information (including any extracts therefrom); provided , however , that the receiving Party may retain an archival copy of the Confidential Information, to the extent necessary to comply with applicable Law or such Party's retention or archival policies. Upon the written request of such requesting Party, the other Party shall cause one of its duly authorized officers to certify in writing to such requesting Party that the requirements of the preceding sentence have been satisfied in full.

Section 7.6 Privileged Matters .

(a) Pre-Separation Services . The Parties recognize that legal and other professional services (including, but not limited to, services rendered by legal counsel retained or employed by any Party (or any member of such Party's respective Group), including outside counsel and in-house counsel) that have been and will be provided prior to the Effective Time have been and will be rendered for the collective benefit of each of the members of the Trinity Group and the Arcosa Group, and that each of the members of the Trinity Group and the Arcosa Group should be deemed to be the client with respect to such pre-separation services for the purposes of asserting all privileges which may be asserted under applicable Law; provided , however , that members of the Arcosa Group shall not be deemed the client with respect to pre-separation services that relate solely to the Trinity Business, and members of the Arcosa Group may not assert privilege with respect to pre-separation services that relate solely to the Trinity Business.

(b) Post-Separation Services . The Parties recognize that legal and other professional services will be provided following the Effective Time which will be rendered solely for the benefit of Trinity or Arcosa or their successors or assigns, as the case may be. With respect to such post-separation services, the Parties agree as follows:

(i) Trinity shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Trinity Business, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa. Trinity shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Trinity Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Trinity, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa or their successors or assigns; and

(ii) Arcosa shall be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information which relates solely to the Arcosa Business, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa or their successors or assigns. Arcosa shall also be entitled, in perpetuity, to control the assertion or waiver of all privileges in connection with privileged information that relates solely to the subject matter of any claims constituting Arcosa Liabilities, now pending or which may be asserted in the future, in any lawsuits or other proceedings initiated against or by Arcosa, whether or not the privileged information is in the possession of or under the control of Trinity or Arcosa or their successors or assigns.

(c) The Parties agree that they shall have a shared privilege, subject to the restrictions in this Section 7.6 , with respect to all privileges not allocated pursuant to the terms of Section 7.6(a) or Section 7.6(b) and all privileges relating to any Proceedings or other matters which involve both Trinity and Arcosa (or one or more members of their respective Groups) in respect of which both Parties retain any responsibility or Liability under this Agreement.

(d) No Party may disclose to any Third Party any privileged communications that could be withheld under any applicable Law, and in which any other Party has a shared privilege, without the consent of the other Party, which shall not be unreasonably withheld or delayed or as provided in clause (e) or (f) below. Consent shall be in writing, or shall be deemed to be granted unless written objection is made within twenty (20) days after notice upon the other Party requesting such consent. Notwithstanding the foregoing, in the event Trinity determines, in its sole discretion, that waiver of a shared privilege for purposes of disclosing information to a government enforcement agency is in the best interest of Trinity or any member of the Trinity Group, Trinity shall have the right to waive any shared privilege without the consent of Arcosa or any member of the Arcosa Group. In the event Trinity intends to waive any shared privilege, Trinity shall give reasonable advance written notice of its intent to waive the shared privilege to Arcosa. No restriction contained in Section 7.4 or Section 7.6(g) shall limit in any way Trinity's right to waive any shared privilege pursuant to this Section 7.6(d) .

(e) In the event of any litigation, arbitration or dispute between or among any of the Parties, or any members of their respective Groups, either such Party may disclose privileged communications to the other Party or member of such Party's Group so long as the privileged communications are subject to a shared privilege among or between the Parties; provided , however , that such disclosure of a shared privilege shall be effective only as to the use of information with respect to the litigation, arbitration or dispute between the relevant Parties and/or the applicable members of their respective Groups, and shall not operate as a waiver of the shared privilege with respect to third parties.

(f) If a dispute arises between or among the Parties or their respective Subsidiaries regarding whether a privilege should be waived to protect or advance the interest of any Party, each Party agrees that it shall negotiate and shall endeavor to minimize any prejudice to the rights of the other Parties, and shall not unreasonably withhold consent to any request for waiver by another Party. Each Party specifically agrees that it will not withhold consent to waiver for any purpose except to protect its own legitimate interests.

(g) Upon receipt by any Party or by any Subsidiary thereof of any subpoena, discovery or other request which arguably calls for the production or disclosure of information subject to a shared privilege or as to which another Party has the sole right hereunder to assert a privilege, or if any Party obtains knowledge that any of its or any of its Subsidiaries' current or former directors, officers, consultants, agents or employees have received any subpoena, discovery or other requests which arguably calls for the production or disclosure of such privileged information, such Party shall promptly notify the other Party or Parties of the existence of the request and shall provide the other Party or Parties a reasonable opportunity to review the information and to assert any rights it or they may have under this Section 7.6 or otherwise to prevent the production or disclosure of such privileged information.

(h) The transfer of all Information pursuant to this Agreement is made in reliance on the agreement of Trinity and Arcosa, as set forth in Section 7.5 and this Section 7.6 , to maintain the confidentiality of privileged information and to assert and maintain all applicable privileges. The access to information being granted pursuant to Section 7.1 and Section 7.2 hereof, the agreement to provide witnesses and individuals pursuant to Section 7.3 hereof, the furnishing of notices and documents and other cooperative efforts contemplated by this Section 7.6 , and the transfer of privileged information between and among the Parties and their respective Subsidiaries pursuant to this Agreement shall not be deemed a waiver of any privilege that has been or may be asserted under this Agreement or otherwise.

Section 7.7 Ownership of Information . Any information owned by one Party or any of its Subsidiaries that is provided to a requesting Party pursuant to this Article VII or Section 5.2 shall be deemed to remain the property of the providing Party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such information.

Section 7.8 Other Agreements . The rights and obligations granted under this Article VII are subject to any specific limitations, qualifications or additional provisions on the sharing, exchange or confidential treatment of information, or privileged matter with respect thereto, set forth in any Ancillary Agreement.

Section 7.9 Compensation for Providing Information . A Party requesting Information pursuant to this Article VII agrees to reimburse the providing Party for the reasonable out-of-pocket expenses, if any, of gathering, copying and otherwise complying with respect to such Information (including any reasonable costs and expenses incurred in any review of Information for purposes of protecting any privilege thereunder or any other restrictions on the disclosure of such Information); provided , however , that each Party shall be responsible for its own attorneys' fees and expenses incurred in connection therewith.

ARTICLE VIII

DISPUTE RESOLUTION

Section 8.1 Negotiation .

(a) In the event of a controversy, dispute or claim arising out of, in connection with, or in relation to the interpretation, performance, nonperformance, validity, termination or breach of this Agreement or any Ancillary Agreement (unless such Ancillary Agreement expressly provides that disputes thereunder will not be subject to the resolution procedures set forth in this Article VIII ) or otherwise arising out of, or in any way related to this Agreement or any such Ancillary Agreement or the transactions contemplated hereby or thereby, including any claim based on Contract, tort, Law or constitution (but excluding any controversy, dispute or claim arising out of any Contract with a Third Party if such Third Party is a necessary party to such controversy, dispute or claim) (collectively, " Agreement Disputes "), a Party must provide written notice of such Agreement Dispute (" Dispute Notice "). Within thirty (30) days of receipt by a Party of a Dispute Notice, the receiving Party shall submit to the other Party a written response. The Dispute Notice and the response shall each include a statement of the Party's position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Party's representatives who will represent the Party and any other person(s) in negotiation of the Agreement Dispute. The Parties agree to negotiate in good faith to resolve any noticed Agreement Dispute. If the Parties are unable for any reason to resolve an Agreement Dispute within forty-five (45) days from the time of receipt of the response to the Dispute Notice and the forty-five (45) day period is not extended by mutual written consent, then the Chief Executive Officers of the Parties shall enter into negotiations for a reasonable period of time to settle such Agreement Dispute; provided , however , that such reasonable period shall not, unless otherwise agreed by the Parties in writing, exceed sixty (60) days from the 45 ^th day noted above, if and as extended by mutual agreement of the Parties.

(b) Notwithstanding anything to the contrary contained in this Agreement or any Ancillary Agreement, in the event of any Agreement Dispute with respect to which a Dispute Notice has been delivered in accordance with this Section 8.1 , (i) the relevant Parties shall not assert the defenses of statute of limitations and laches with respect to the period beginning after the date of receipt of the Dispute Notice, and (ii) any contractual time period or deadline under this Agreement or any Ancillary Agreement to which such Agreement Dispute relates occurring after the Dispute Notice is received shall be tolled by the submittal of a Dispute Notice. All things said or disclosed, and any document produced, in the course of any negotiations, conferences and discussions in connection with efforts to settle an Agreement Dispute that is not otherwise independently discoverable shall not be offered or received as evidence or used for impeachment or for any other purpose in any arbitration or other proceeding, but shall be considered as to have been said, disclosed or produced for settlement purposes.

Section 8.2 Mediation . Any Agreement Dispute not resolved pursuant to Section 8.1 shall, at the written request of a Party (a " Mediation Notice "), be submitted to nonbinding mediation in accordance with the then current International Institute for Conflict Prevention and Resolution (" CPR ") Mediation Procedure, except as modified herein. The mediation shall be held in Dallas, Texas. The Parties shall have twenty (20) days from receipt by a Party of a Mediation Notice to agree on a mediator. If no mediator has been agreed upon by the Parties within twenty (20) days of receipt by a party of a Mediation Notice, then a Party may request (on written notice to the other Party), that CPR appoint a mediator in accordance with the CPR Mediation Procedure. All mediation pursuant to this Section 8.2 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence, and no oral or documentary representations made by the Parties during such mediation shall be admissible for any purpose in any subsequent proceedings. No Party shall disclose or permit the disclosure of any information about the evidence adduced or the documents produced by the other Party in the mediation proceedings or about the existence, contents or results of the mediation without the prior written consent of such other Party, except in the course of a judicial or regulatory proceeding or as may be required by Law or requested by a Governmental Authority or securities exchange. Before making any disclosure permitted by the preceding sentence, the Party intending to make such disclosure shall, to the extent reasonably practicable, give the other Party reasonable written notice of the intended disclosure and afford the other Party a reasonable opportunity to protect its interests.

Section 8.3 Arbitration . If the Agreement Dispute has not been resolved for any reason within sixty (60) days of the appointment of a mediator in accordance with Section 8.2 , or within ninety (90) days after receipt by a Party of a Mediation Notice (whichever occurs sooner), or within such longer period as the Parties may agree in writing, then such Agreement Dispute (i) shall, if the amount disputed in good faith is less than $25,000,000, or (ii) may (by mutual written agreement between the Parties) if the amount disputed in good faith is equal to or greater than $25,000,000, be exclusively and finally determined, at the request of any relevant Party, by arbitration (by an arbitral tribunal as provided for in Section 8.4 ) conducted where the Parties agree it would be most convenient, and in the absence of agreement in Dallas, Texas, before and in accordance with the American Arbitration Association (" AAA ") Commercial Arbitration Rules then currently in effect, except as modified herein (the " Rules ").

Section 8.4 Selection of Arbitrators . There shall be three arbitrators. Each Party shall appoint an arbitrator within twenty (20) days of a Party's receipt of a Party's demand for arbitration. The two Party-appointed arbitrators shall have twenty (20) days from the appointment of the second arbitrator to agree on a third arbitrator who shall chair the arbitral tribunal. Any arbitrator not timely appointed by the Parties shall be appointed by the AAA in accordance with the listing and ranking method in the Rules, and in any such procedure, each Party shall be given a limited number of strikes, excluding strikes for cause. If any appointed arbitrator declines, resigns, becomes incapacitated, or otherwise refuses or fails to serve or to continue to serve as an arbitrator, the Party or arbitrators entitled to appoint such arbitrator shall promptly appoint a successor. In the event that an arbitrator is objected to, the AAA shall decide whether such objection is valid and whether the challenged arbitrator shall be removed. Any controversy concerning the jurisdiction of the arbitrators, whether the subject matter of an Agreement Dispute is suitable for resolution by arbitration, whether arbitration has been waived, whether an assignee of this Agreement is bound to arbitrate, or as to the interpretation of enforceability of this Article VIII shall be determined by the arbitrators.

Section 8.5 Arbitration Procedures . Any hearing to be conducted shall be held no later than 180 days following appointment of the arbitrators or as soon thereafter as practicable.

Section 8.6 Discovery . The arbitrators, consistent with the expedited nature of arbitration, shall permit limited discovery only of documents directly related to the issues in dispute. There shall be no more than three depositions per party of no more than 8 hours each. Notwithstanding the foregoing, each Party will, upon the written request of the other Party, promptly provide the other with copies of documents on which the producing Party may rely in support of a claim or defense or which are relevant to the issues raised in the Agreement Dispute. All discovery, if any, shall be completed within 90 days following the appointment of the arbitrators or as soon thereafter as practicable. Adherence to formal rules of evidence shall not be required and the arbitrators shall consider any evidence and testimony that the arbitrators determine to be relevant, in accordance with the Rules and procedures that the arbitrators determine to be appropriate. In resolving any Agreement Dispute, the Parties intend that the arbitrators shall apply the substantive Laws of the State of Delaware, without regard to any choice of law principles thereof that would mandate the application of the Laws of another jurisdiction. The Parties intend that the provisions to arbitrate set forth herein be valid, enforceable and irrevocable, and any award rendered by the arbitrators shall be final and binding on the Parties. The Parties agree to comply and cause the members of their applicable Group to comply with any award made in any such arbitration proceedings and agree to enforcement of or entry of judgment upon such award, in any court of competent jurisdiction.

Section 8.7 Confidentiality of Proceedings . Without limiting the provisions of the Rules, unless otherwise agreed in writing by or among the relevant Parties or permitted by this Agreement or as may be required by law or any regulatory authority, the relevant Parties shall keep, and shall cause the members of their applicable Group to keep, confidential all matters relating to the arbitration or the award. The arbitral award shall be confidential; provided , however , that such award may be disclosed (i) to the extent reasonably necessary in any proceeding brought to enforce this agreement to arbitrate or any arbitral award or for entry of a judgment upon the award and (ii) to the extent otherwise required by Law or regulatory authority.

Section 8.8 Pre-Hearing Procedure and Disposition . Nothing contained herein is intended to or shall be construed to prevent any Party, from applying to any court of competent jurisdiction for injunctive or other similar equitable relief in connection with the subject matter of any Agreement Disputes, including to compel a party to arbitrate any Agreement Dispute, to prevent irreparable harm prior to the appointment of the arbitral tribunal or to require witnesses to obey subpoenas issued by the arbitrators. Without prejudice to such equitable remedies as may be available under the jurisdiction of a court, the arbitral tribunal shall have full authority to grant provisional remedies and to direct the parties to request that any court modify or vacate any temporary or preliminary relief issued by such court, and to award damages for the failure of any party to respect the arbitral tribunal's orders to that effect. The Parties agree to accept and honor any orders relating to interim or provisional remedies that are issued by the arbitrators and agree that any such interim order or remedy may be enforced, as necessary, in any court of competent jurisdiction.

Section 8.9 Continuity of Service and Performance . During the course of resolving an Agreement Dispute pursuant to the provisions of this Article VIII , the Parties will continue to provide all other services and honor all other commitments under this Agreement and each Ancillary Agreement with respect to all matters not the subject of the Agreement Dispute in arbitration.

Section 8.10 Awards . The arbitrators shall make an award and issue a reasoned opinion in writing setting forth the basis for such award within 30 days following the close of the hearing on the merits, or a soon thereafter as practicable. The arbitrators shall be entitled, if appropriate, to award any remedy in such proceedings that is permitted under this Agreement and applicable Law, including monetary damages, specific performance and other forms of legal and equitable relief. The Parties hereby waive any claim to exemplary, punitive, multiple or similar damages in excess of compensatory damages, attorneys' fees, costs and expenses of arbitration, except as may be expressly required by statute or as necessary to indemnify a Party for a Third Party Claim and the arbitrators are not empowered to and shall not award such damages. Any final award must provide that the party against whom an award is issued shall comply with the order within a specified period of time, not to exceed 30 days.

Section 8.11 Costs . Provided the amount in dispute is less than $25,000,000, if any Party attempts, unsuccessfully, to prevent an Agreement Dispute from being arbitrated such Party shall reimburse the prevailing party for all costs incurred in compelling arbitration. Except as otherwise may be provided in any Ancillary Agreement, the costs of arbitration pursuant to this Article VIII shall be borne by the non-prevailing Party as determined by the arbitrator.

Section 8.12 Adherence to Time Limits . In accepting appointment, each of the arbitrators shall commit that his or her schedule permits him or her to devote the reasonably necessary time and attention to the arbitration proceedings and to resolving the Agreement Dispute within the time periods set by this Agreement and by the Rules. Any time limits set out in this Article VIII or in the Rules may be modified upon written agreement of the Parties and the arbitrators or by order of the arbitrators for good cause shown. Any failure of the arbitrators to comply with such time limits or to render a final award within the time specified shall not impair the validity of the award or cause the award to be void or voidable, nor shall it be a basis for challenge of the validity or enforceability of the award or of the arbitration proceedings.

ARTICLE IX

INSURANCE

Section 9.1 General Liability Policies to be Maintained by Arcosa . Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, annual occurrence-based primary, umbrella and excess liability insurance policies issued by insurers with an A.M. Best Company rating of "A" or better or Lloyds rating equivalent and naming Trinity and its subsidiaries and affiliates, as now or hereafter constituted (the " Trinity Insureds "), as additional insureds (together, the " Arcosa General Liability Policies "). The Arcosa General Liability Policies shall provide such additional insured coverage using ISO Forms CG 20 10 10 01 and CG 20 37 10 01 or substantially similar terms granting additional insured coverage for ongoing and completed operations of the named insured without reference to an extrinsic written agreement. Such primary policies shall provide no less than $2 million in per occurrence and $4 million in aggregate annual limits. If such primary policies are subject to a self-insured retention, as distinct from a deductible, such primary policies shall be subject to a per occurrence self-insured retention of no more than $2 million and an aggregate retention of no more than $4 million without Trinity's written consent, which consent shall not be unreasonably withheld. Such excess and umbrella policies shall attach immediately above such primary policies and shall provide no less than $100 million in annual limits. The Arcosa General Liability Policies shall otherwise provide coverage with terms and conditions at least as favorable as Trinity's primary umbrella and excess liability policies in place as of the Effective Time. It is the intention of the Parties that the Arcosa General Liability Policies shall act as primary insurance with respect to any claims asserted against Trinity and/or Arcosa that arise out of the Arcosa Liabilities with an occurrence date after the Effective Time, and the Arcosa General Liability Policies shall expressly provide that they act as primary insurance with respect to any such claims. The Arcosa General Liability Policies shall provide that such policies shall not be canceled without first giving thirty (30) days prior written notice thereof to Trinity. Within thirty (30) days of the Effective Time and annually thereafter, Arcosa will provide Trinity with certificates of insurance evidencing compliance with this Section 9.1 (including evidence of renewal of insurance) signed by authorized representatives of the respective carrier(s). Upon Trinity's request, Arcosa will provide Trinity reasonable access to all insurance documents for purposes of verifying Arcosa's compliance with this Section 9.1 . The Arcosa General Liability Policies shall include full waivers of subrogation in favor of Trinity and its subsidiaries and affiliates and each of their respective officers, directors, agents, servants, and employees. In the event of a claim, occurrence or suit relating to any Trinity Insured and arising out of the Arcosa Liabilities, Arcosa will cooperate with Trinity in the provision of notice and the pursuit of coverage under the Arcosa General Liability Policies.

Section 9.2 General Liability Policies to be Maintained by Trinity . Trinity agrees and covenants (on its own behalf and on behalf of each other member of the Trinity Group) that it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, annual occurrence-based primary, umbrella and excess liability insurance policies issued by insurers with an A.M. Best Company credit rating of "A" or better or Lloyds rating equivalent and naming Arcosa and its subsidiaries and affiliates, as now or hereafter constituted (the " Arcosa Insureds "), as additional insureds (together, the " Trinity General Liability Policies "). The Trinity General Liability Policies shall provide such additional insured coverage using ISO Forms CG 20 10 10 01 and CG 20 37 10 01 or substantially similar terms granting additional insured coverage for ongoing and completed operations of the named insured without reference to an extrinsic written agreement. Such primary policies shall provide no less than $2 million in per occurrence and $4 million in aggregate annual limits. If such primary policies are subject to a self-insured retention, as distinct from a deductible, such primary policies shall be subject to a per occurrence self-insured retention of no more than $2 million and an aggregate retention of no more than $4 million without Arcosa's written consent, which consent shall not be unreasonably withheld. Such excess and umbrella policies shall attach immediately above such primary policies and shall provide no less than $100 million in annual limits. The Trinity General Liability Policies shall otherwise provide coverage with terms and conditions at least as favorable as Trinity's primary umbrella and excess liability policies in place as of the Effective Time. It is the intention of the Parties that the Trinity General Liability Policies shall act as primary insurance with respect to any claims asserted against Trinity and/or Arcosa that arise out of the Trinity Liabilities with an occurrence date after the Effective Time, and the Trinity General Liability Policies shall expressly provide that they act as primary insurance with respect to any such claims. The Trinity General Liability Policies shall provide that such policies shall not be canceled without first giving thirty (30) days prior written notice thereof to Arcosa. Within thirty (30) days of the Effective Time and annually thereafter, Trinity will provide Arcosa with certificates of insurance evidencing compliance with this Section 9.2 (including evidence of renewal of insurance) signed by authorized representatives of the respective carrier(s). Upon Arcosa's request, Trinity will provide Arcosa reasonable access to all insurance documents for purposes of verifying Trinity's compliance with this Section 9.2 . The Trinity General Liability Policies shall include full waivers of subrogation in favor of Arcosa and its subsidiaries and affiliates and each of their respective officers, directors, agents, servants, and employees. In the event of a claim, occurrence or suit relating to any Arcosa Insured and arising out of the Trinity Liabilities, Trinity will cooperate with Arcosa in the provision of notice and the pursuit of coverage under the Trinity General Liability Policies.

Section 9.3 Policies and Allocation of Related Rights and Obligations . Arcosa acknowledges and agrees (on its own behalf and on behalf of each other member of the Arcosa Group) that (i) neither Arcosa nor any other member of the Arcosa Group has any rights to or under any insurance policy issued to Trinity after the Effective Time, except as expressly provided in this Article IX and (ii) nothing in this Article IX shall be deemed to constitute (or to reflect) an assignment of any rights to or under any Third Party Shared Policy.

Section 9.4 First-Party Policies . Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that as of the Effective Time it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, reasonable and appropriate commercial property policies and related coverages insuring the Arcosa Assets made the subject of this Agreement. The Arcosa Group, whether collectively or individually, shall not be named as an insured, additional insured or loss payee under any first-party commercial property policies issued to Trinity after the Effective Time.

Section 9.5 Claims-Made Liability Policies . Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that as of the Effective Time it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, claims-made liability policies reasonable and appropriate to the Arcosa Business, including directors' and officers' liability and fiduciary liability policies with commercially reasonable terms and limits. Neither the Arcosa Group, nor the Arcosa Indemnified Parties, whether collectively or individually, shall be named as insured or additional insured for conduct occurring after the Effective Time under any claims-made policy issued to Trinity.

Section 9.6 Crime/Fidelity Bonds . Arcosa agrees and covenants (on its own behalf and on behalf of each other member of the Arcosa Group) that as of the Effective Time it will procure and maintain at its sole cost and expense, for a period of no less than five (5) years from the Effective Time, commercial crime policies or fidelity bonds reasonable and appropriate to the Arcosa Business. The Arcosa Group shall not be insured under any commercial crime policies or fidelity bonds issued to Trinity after the Effective Time.

Section 9.7 Occurrence Liability Policies . As of the Effective Time, and subject to the requirements of Section 9.1 , Arcosa shall procure and maintain primary, umbrella and excess occurrence-based liability policies reasonable and appropriate to the Arcosa Business, including commercial general liability, worker's compensation, employer's liability, products liability and automobile liability coverage with commercially reasonable terms and limits. Except as provided in Section 9.2 , neither the Arcosa Group, nor the Arcosa Indemnified Parties, whether collectively or individually, shall be named as insured or additional insured under any occurrence-based liability policies issued to Trinity after the Effective Time, including any commercial general liability, worker's compensation, employer's liability, products liability and automobile liability policies, whether primary, umbrella or excess.

Section 9.8 Third Party Shared Policies .

(a) With respect to Third Party Shared Policies for claims that arise out of insured events, including an accident, illness, disease, occurrence or offense, taking place in whole and/or in part prior to the Effective Time, to the extent reasonably possible, Trinity will, or will cause the members of the Trinity Group that are insured thereunder and applicable insurance companies to (i) continue to provide Arcosa and any other member of the Arcosa Group with access to and coverage under the applicable Third Party Shared Policies, and (ii) reasonably cooperate with Arcosa and take commercially reasonable actions as may be necessary or advisable to assist Arcosa in submitting such claims under the applicable Third Party Shared Policies; provided , however , that Arcosa shall be responsible for any and all applicable deductibles, self-insured retentions, retrospective premiums, claims-handling charges, co-payments or any other charge or fee legally due and owing relating to such claims, and neither Trinity, any member of the Trinity Group, nor the insurance company shall be required to maintain such Third Party Shared Policies beyond their current terms. For the avoidance of doubt, for any portion of an insured event taking place after the Effective Time, no payment for any damages, costs of defense, or other sums with respect to such claim shall be available to Arcosa under such Third Party Shared Policies.

(b) With respect to all Third Party Shared Policies, Arcosa agrees and covenants (on behalf of itself and each other member of the Arcosa Group, and each other Affiliate of Arcosa) not to make any claim or assert any rights against Trinity and any other member of the Trinity Group, or the unaffiliated Third Party insurers of such Third Party Shared Policies, except as expressly provided under this Section 9.8 .

Section 9.9 Administration of Claims; Other Matters .

(a) Administration . With respect to (1) all claims under any Trinity insurance policies existing prior to the Effective Time and relating to the Arcosa Business; and (2) claims under any Third Party Shared Policies, from and after the Effective Time, Trinity or a member of the Trinity Group shall be responsible for the Insurance Administration and Claims Administration of such claims; provided , however , that the retention of such administrative responsibilities by Trinity or a member of the Trinity Group is in no way intended to limit, inhibit or preclude any right to insurance coverage for any Insured Claim of a named insured under such Third Party Shared Policies as contemplated by the terms of this Agreement; provided , further , that the retention of such administrative responsibilities by Trinity or a member of the Trinity Group shall not relieve the Person submitting any Insured Claim of the responsibility for reporting such Insured Claim accurately, completely and in a timely manner. At its discretion, and in accordance with the terms of the Third Party Shared Policies, Trinity may discharge its administrative responsibilities with respect to such Third Party Shared Policies by contracting for the provision of administrative services to any unaffiliated Person, including, after the Effective Time, Arcosa or any of its Affiliates. Trinity will use its commercially reasonable efforts to notify the appropriate member of the Arcosa Group of any such discharge. Arcosa shall reimburse Trinity for any costs incurred by Trinity related to Insurance Administration and Claims Administration to the extent such costs (which include defense, out-of-pocket expenses, and direct and indirect costs of employees or agents of Trinity providing the administrative services) are (i) not covered or paid under the Third Party Shared Policies, including as a result of any deductible or self-insured retention under the Third Party Shared Policies, and (ii) related to Arcosa Liabilities. Trinity or any member of the Trinity Group shall not settle any Insured Claim of Arcosa or any member of Arcosa Group under the Third Party Shared Policies without first obtaining the approval of Arcosa or such member of Arcosa Group. Such approval shall not be unreasonably withheld, delayed or conditioned.

(b) Access To Policy Limits .

(i) Where Arcosa Liabilities are specifically covered under a Third Party Shared Policy for periods prior to the Effective Time, or where such Third Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Arcosa may claim coverage for Insured Claims under such Third Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.9(d) ), subject to the terms of this Section 9.9 .

(ii) Where Trinity Liabilities are specifically covered under a Third Party Shared Policy for periods prior to the Effective Time, or where such Third Party Shared Policy covers claims made after the Effective Time with respect to an insured event taking place prior to the Effective Time, then from and after the Effective Time, Trinity may claim coverage for Insured Claims under such Third Party Shared Policy as and to the extent that such insurance is available up to the full extent of the available applicable limits of such Third Party Shared Policy (and may receive any Insurance Proceeds with respect thereto as contemplated by Section 9.9(d) ), subject to the terms of this Section 9.9 .

(c) Claims Not Reimbursed . Except as set forth in this Section 9.9 , Trinity and Arcosa shall not be liable to one another (nor shall any member of the Trinity Group be liable to any member of the Arcosa Group) for claims, or portions of claims, not reimbursed by insurers under any Third Party Shared Policy for any reason, including coinsurance provisions, deductibles, quota share deductibles, self-insured retentions, bankruptcy or insolvency of any insurance carrier(s), Third Party Shared Policy limitations or restrictions, any coverage disputes, any failure to timely file a claim by Trinity or Arcosa (or any of the members of their respective Groups), or any defect in such claim or its processing. The liability of Trinity and Arcosa to one another for such claims is expressly limited to the amount of Insurance Proceeds received with respect to such claims and allocated to the respective Parties in accordance with Section 9.9(d) and Section 9.9(e) . It is expressly understood that the foregoing provisions in this Section 9.9(c) shall not limit any Party's liability to any other Party for indemnification pursuant to Article VI .

(d) Allocation of Insurance Proceeds . Insurance Proceeds received with respect to claims, costs and expenses under the Third Party Shared Policies shall be paid to or on behalf of Trinity under the relevant Third Party Shared Policy, and Trinity shall thereafter administer the Third Party Shared Policies, as appropriate, by retaining the Insurance Proceeds with respect to Trinity Liabilities, and by paying the Insurance Proceeds to Arcosa with respect to Arcosa Liabilities. In the event that the aggregate limits on any Third Party Shared Policies are exceeded by the aggregate of outstanding Insured Claims by the Parties or members of their respective Groups, the Parties agree to allocate the Insurance Proceeds received thereunder based upon their respective percentage of the total of their bona fide claims which would have been covered under such Third Party Shared Policy without regard to the limits of such Third Party Shared Policy, and any Party who has received Insurance Proceeds in excess of such Party's respective percentage of Insurance Proceeds shall pay to the other Party the appropriate amount so that each Party will have received its respective percentage of Insurance Proceeds pursuant hereto. Each of the Parties agrees to use commercially reasonable efforts to maximize available coverage under those Third Party Shared Policies applicable to it, and to take all commercially reasonable steps to recover from all responsible third parties, other than the Trinity Indemnified Parties and the Arcosa Indemnified Parties, in respect of an Insured Claim to the extent coverage limits under a Third Party Shared Policy have been exceeded or would be exceeded as a result of such Insured Claim; provided , however , that any allocation of Insurance Proceeds shall be made net of any recovery, whenever obtained, from such other responsible third parties.

(e) Allocation of Deductibles . In the event that the Parties or members of their respective Groups have bona fide claims under any Third Party Shared Policy arising from the same occurrence and for which a deductible is payable, the Parties agree that the aggregate amount of the deductible paid shall be borne by the Parties in the same proportion which the Insurance Proceeds received by each such Party bears to the total Insurance Proceeds received under the applicable Third Party Shared Policy pursuant to Section 9.9(d) , and any Party who has paid more than such allocable share of the deductible shall be entitled to receive from the other Party an appropriate amount so that each Party has borne its allocable share of the deductible pursuant hereto.

Section 9.10 Agreement for Waiver of Conflict and Shared Defense . In the event that Insured Claims of more than one of the Parties exist relating to the same events or related events, to the extent reasonably possible, the Parties shall jointly defend and waive any conflict of interest necessary to the conduct of the joint defense. Nothing in this Article IX shall be construed to limit or otherwise alter in any way the obligations of the Parties, including those created by this Agreement, by operation of Law or otherwise.

Section 9.11 Cooperation . The Parties agree to use (and cause the members in their respective Groups to use) their commercially reasonable efforts to cooperate with respect to the various insurance matters contemplated by this Article IX .

Section 9.12 Miscellaneous . Nothing in this Agreement shall be deemed to restrict Arcosa or Trinity, or any members of their respective Groups, from acquiring at its own expense any insurance policy in respect of any Liabilities or covering any period. Except as otherwise provided in this Agreement, from and after the Effective Time, Arcosa and Trinity shall be responsible for obtaining and maintaining their respective insurance programs for their respective risk of loss and such insurance arrangements shall be separate programs apart from each other, and each of Arcosa and Trinity shall be responsible for all aspects of its own such insurance program. Notwithstanding Section 9.1 , Arcosa acknowledges and agrees (on its own behalf and on behalf of each other member of the Arcosa Group) that Trinity has provided to Arcosa prior to the Effective Time all information necessary for Arcosa or the appropriate member of the Arcosa Group to obtain such insurance policies and insurance programs as Arcosa or the appropriate member of the Arcosa Group, in its sole judgment and discretion, deems necessary to cover any and all risk of loss related to the Arcosa Business.

ARTICLE X

MISCELLANEOUS

Section 10.1 Complete Agreement . This Agreement, including the exhibits and schedules attached hereto, and the Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement or any Ancillary Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of any Ancillary Agreement, the provisions of this Agreement shall control; provided , however , except as set forth on Schedule 10.1 , that in relation to (a) any matters concerning Taxes, the Tax Matters Agreement shall prevail over this Agreement and any other Ancillary Agreement, (b) any matters governed by the Employee Matters Agreement, the Employee Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement, (c) the provision of support and other services after the Effective Time by the Arcosa Group to the Trinity Group, and vice versa, the Transition Services Agreement shall prevail over this Agreement or any other Ancillary Agreement and (d) any matters governed by the Intellectual Property Matters Agreement, the Intellectual Property Matters Agreement shall prevail over this Agreement or any other Ancillary Agreement. It is the intention of the Parties that the Transfer Documents shall be consistent with the terms of this Agreement and the other Ancillary Agreements. The Parties agree that the Transfer Documents are not intended and shall not be considered in any way to enhance, modify or decrease any of the rights or obligations of Trinity, Arcosa or any member of their respective Groups from those contained in this Agreement and the other Ancillary Agreements.

Section 10.2 Ancillary Agreements . Notwithstanding anything to the contrary contained in this Agreement, this Agreement is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements (excluding the Transfer Documents).

Section 10.3 Counterparts . This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and, except as otherwise expressly provided in Section 1.3 , shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 10.4 Survival of Agreements . Except as otherwise contemplated by this Agreement or any Ancillary Agreement, all covenants and agreements of the Parties contained in this Agreement and each Ancillary Agreement shall survive the Effective Time and remain in full force and effect in accordance with their applicable terms.

Section 10.5 Costs and Expenses; Payment .

(a) Except as expressly provided in this Agreement or any Ancillary Agreement, or as otherwise agreed to in writing by the Parties, Trinity shall bear all direct and indirect costs and expenses of any member of the Arcosa Group or Trinity Group incurred on or prior to the Effective Time, in connection with the preparation, execution, delivery and implementation of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby; provided , that, except as otherwise expressly provided in this Agreement or any Ancillary Agreement, from and after the Distribution, each Party shall bear its own direct and indirect costs and expenses related to its performance of this Agreement or any Ancillary Agreement. Except as expressly provided in this Agreement or any Ancillary Agreement, any amount payable pursuant to this Agreement or any Ancillary Agreement by one party (or any member of such party's Group) shall be paid within 30 days after presentation of an invoice or a written demand by the party entitled to receive such payments. Such demand shall include documentation setting forth the basis for the amount payable.

(b) With respect to any expenses incurred pursuant to a request for further assurances granted under Section 2.9 , the Parties agree that any and all fees and expenses incurred by either Party shall be borne and paid by the requesting Party; it being understood that no Party shall be obliged to incur any Third Party accounting, consulting, advisor, banking or legal fees, costs or expenses, and the requesting Party shall not be obligated to pay such fees, costs or expenses, unless such fee, cost or expense shall have had the prior written approval of the requesting Party; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries of personnel). With respect to any fees, costs and expenses incurred by either Party in satisfying its obligations under Section 5.2 , the requesting Party shall be responsible for the other Party's fees, costs and expenses; notwithstanding the foregoing, each Party shall be responsible for paying its own internal fees, costs and expenses (e.g., salaries and benefits of personnel).

Section 10.6 Notices . All notices, requests, claims, demands and other communications under this Agreement and, to the extent applicable and unless otherwise provided therein, under each of the Ancillary Agreements, as between the Parties, shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 10.6 ):

	If to Trinity:

		Trinity Industries, Inc.
		2525 N. Stemmons Freeway
		Dallas, Texas 75207-2401
		Attn: General Counsel

	If to Arcosa:

		Arcosa, Inc.
		500 North Akard St, Suite 400
		Dallas TX 75201
		Attn: General Counsel

Section 10.7 Waiver .

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

(b) No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 10.8 Modification or Amendment . This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 10.9 No Assignment; Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other Party to this Agreement, which such Party may withhold in its absolute discretion, except that (x) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate and (y) each Party may assign any of its obligations hereunder to an Affiliate; provided , however , that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio . Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 10.10 Termination . Notwithstanding anything to the contrary herein, this Agreement (including Article VI hereof) may be terminated and the Distribution may be amended, modified or abandoned at any time prior to the Effective Time by and in the sole discretion of Trinity without the approval of Arcosa or the stockholders of Trinity. In the event of such termination, this Agreement shall become null and void and no Party, nor any of its officers, directors or employees, shall have any Liability to any other Party or any other Person. After the Effective Time, this Agreement may not be terminated except by an agreement in writing signed by each of the Parties.

Section 10.11 Payment Terms . Except as expressly provided to the contrary in this Agreement or in any Ancillary Agreement, any amount to be paid or reimbursed by any Party (and/or a member of such Party's Group), on the one hand, to any other Party (and/or a member of such Party's Group), on the other hand, under this Agreement shall be paid or reimbursed hereunder within twenty (20) Business Days after presentation of an undisputed invoice or a written demand therefor and setting forth, or accompanied by, reasonable documentation or other reasonable explanation supporting such amount.

Section 10.12 No Circumvention . The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party's Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement or any Ancillary Agreement (including adversely affecting the rights or ability of any Party to successfully pursue indemnification, contribution or payment pursuant to Article VI ).

Section 10.13 Subsidiaries . Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Trinity and Arcosa on behalf of themselves and the members of their respective groups (the Trinity Group and the Arcosa Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 10.14 Third Party Beneficiaries . Except (a) as provided in Article VI relating to Indemnified Parties and (b) as may specifically be provided in any Ancillary Agreement, this Agreement is solely for the benefit of each Party hereto and its respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, and should not be deemed to confer upon any third party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 10.15 Titles and Headings . Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 10.16 Exhibits and Schedules . The exhibits and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates. The inclusion of any item or liability or category of item or liability on any Exhibit or Schedule is made solely for purposes of allocating potential liabilities among the Parties and shall not be deemed as or construed to be an admission that any such liability exists.

Section 10.17 Public Announcements . From and after the Effective Time, Trinity and Arcosa shall consult with each other before issuing, and give each other the opportunity to review and comment upon, that portion of any press release or other public statements that relates to the transactions contemplated by this Agreement or the Ancillary Agreements, and shall not issue any such press release or make any such public statement prior to such consultation, except (a) as may be required by applicable Law, court process or by obligations pursuant to any listing agreement with any national securities exchange or national securities quotation system; (b) for disclosures made that are substantially consistent with disclosure contained in any Distribution Disclosure Document or Pre-Separation Disclosure, or (c) as otherwise set forth on Schedule 10.17 .

Section 10.18 Governing Law . This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 10.19 Consent to Jurisdiction . Subject to the provisions of Article VIII , each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware; provided , that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the " Delaware Courts "). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party's respective address set forth in Section 10.6 shall be effective as to the contents of such notice or document; provided , that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 10.19 shall be effective only pursuant to service on a Party's registered agent for service of process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 10.20 Specific Performance . The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII , (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 10.21 Waiver of Jury Trial . SUBJECT TO ARTICLE VIII , EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.21 .

Section 10.22 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance here from.

Section 10.23 Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 10.24 Authorization . Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors' rights generally and general equity principles.

Section 10.25 No Duplication; No Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances (including with respect to the rights, entitlements, obligations and recoveries that may arise out of one or more of the following Sections: Section 6.1 , Section 6.2 and Section 6.3 ).

Section 10.26 Tax Treatment of Payments . Unless otherwise required by a Final Determination, this Agreement or the Tax Matters Agreement or otherwise agreed to among the Parties, for U.S. federal Tax purposes, any payment made pursuant to this Agreement (other than any payment of interest pursuant to Section 10.11 ) by: (i) Arcosa to Trinity shall be treated for all Tax purposes as a distribution by Arcosa to Trinity with respect to stock of Arcosa occurring immediately before the Distribution; or (ii) Trinity to Arcosa shall be treated for all Tax purposes as a tax-free contribution by Trinity to Arcosa with respect to its stock occurring immediately before the Distribution; and in each case, no Party shall take any position inconsistent with such treatment. In the event that a Tax Authority asserts that a Party's treatment of a payment pursuant to this Agreement should be other than as set forth in the preceding sentence, such Party shall use its commercially reasonable efforts to contest such challenge.

Section 10.27 Cooperation and General Knowledge Transfer . Except as provided in any Ancillary Agreement, during the 180 days following the Effective Time, each Party shall use commercially reasonable efforts to provide (the " Disclosing Party ") the other Party (the " Receiving Party ") with reasonable access to its employees in order to assist the Receiving Party with general institutional knowledge transfer and to reasonably respond to questions. Except as otherwise provided for in any Ancillary Agreement, such access, cooperation, and assistance will be provided as reasonably requested at no cost to the Receiving Party; provided , however , that if a Disclosing Party determines in its sole discretion that the Receiving Party's requests are unreasonable and/or unduly burdensome, to the level of interfering with the Disclosing Party's employees primary work duties, then the Disclosing Party may, by written notice, notify the Receiving Party that it intends to charge the Receiving Party for the Disclosing Party's out-of-pocket expenses related to responding to the unreasonable and overly burdensome request. If the Parties are unable to mutually reach an agreement for the provision of such services to be charged and the amount to be so charged, then the Disclosing Party shall not be required to fulfill or respond to such request. This Section 10.27 is intended to apply to general knowledge regarding the operations and conduct of the Trinity Business and Arcosa Business; provided , however , that notwithstanding anything to the contrary contained in this Section 10.27 , this Section 10.27 is not intended to address, and should not be interpreted to address, the matters specifically and expressly covered by the Ancillary Agreements, and the provision of services to be provided pursuant to such services as covered by such Ancillary Agreement shall be controlled by such Ancillary Agreement.

Section 10.28 No Reliance on Other Party . The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and the Ancillary Agreements and their rights in connection with this Agreement and the Ancillary Agreements. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party's employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party's employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

[ Signature page follows. The remainder of this page is intentionally left blank. ]

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed as of the date first above written.

	TRINITY INDUSTRIES, INC.

	By:	/s/ Timothy R. Wallace
	Name:	Timothy R. Wallace
	Title:	Chairman, Chief Executive Officer and President

	ARCOSA, INC.

	By:	/s/ Antonio Carrillo
	Name:	Antonio Carrillo
	Title:	President and Chief Executive Officer

[ Signature Page to Separation and Distribution Agreement ]

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

by and between

TRINITY INDUSTRIES, INC.

and

ARCOSA, INC.

Dated as of October 31, 2018

ARTICLE I

AGREEMENT TO PROVIDE AND ACCEPT SERVICES

Section 1.01	Provision of Services	1
Section 1.02	Migration	2
Section 1.03	Reliance	2
Section 1.04	Cooperation	3
Section 1.05	Disclaimer of Warranty	3
Section 1.06	Governance	3

ARTICLE II

TERMS AND CONDITIONS; PAYMENT

Section 2.01	Terms and Conditions of Services	4
Section 2.02	Payments	5
Section 2.03	Taxes	6
Section 2.04	Use of Services	7
Section 2.05	Network Access	7
Section 2.06	Facilities Access	7

ARTICLE III

	TERM OF SERVICES	9

Section 3.01	Term of Services; Early Termination of Services	9
Section 3.02	Early Termination of Services	9
Section 3.03	Extension of Services	9

ARTICLE IV

FORCE MAJEURE

ARTICLE V

LIABILITIES

Section 5.01	Consequential and Other Damages	10
Section 5.02	Limitation of Liability	10
Section 5.03	Indemnity	10

ARTICLE VI

TERMINATION

Section 6.01	Termination	11

Section 6.02	Breach of Transition Services Agreement	11
Section 6.03	Sums Due	11
Section 6.04	Effect of Termination	11

ARTICLE VII

MISCELLANEOUS

Section 7.01	Confidentiality; Intellectual Property	12
Section 7.02	Independent Contractor	12
Section 7.03	Complete Agreement	12
Section 7.04	Counterparts	12
Section 7.05	Notices	12
Section 7.06	Waiver	13
Section 7.07	Modification or Amendment	13
Section 7.08	No Assignment; Binding Effect	13
Section 7.09	No Circumvention	14
Section 7.10	Subsidiaries	14
Section 7.11	Third Party Beneficiaries	14
Section 7.12	Titles and Headings	14
Section 7.13	Exhibits and Schedules	14
Section 7.14	Governing Law	14
Section 7.15	Disputes; Consent to Jurisdiction	15
Section 7.16	Specific Performance	15
Section 7.17	Waiver of Jury Trial	15
Section 7.18	Severability	16
Section 7.19	Construction	16
Section 7.20	Authorization	16
Section 7.21	No Duplication; No Double Recovery	16
Section 7.22	No Reliance on Other Party	16

TRANSITION SERVICES AGREEMENT

This TRANSITION SERVICES AGREEMENT, dated as of October 31, 2018 (this “ Agreement ”), is by and between Trinity Industries, Inc., a Delaware corporation (“ Trinity ”), and Arcosa, Inc., a Delaware corporation (“ Arcosa ”). Each of Trinity and Arcosa is sometimes referred to as a “ Party ” and collectively are sometimes referred to as the “ Parties. ” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

RECITALS

WHEREAS, Trinity and Arcosa have entered into that certain Separation and Distribution Agreement, dated as of October 31, 2018 (the “ Separation and Distribution Agreement ”), pursuant to which, in accordance with the Internal Reorganization, Trinity was separated into two separate, independent, publicly-traded companies; (i) one comprising the Arcosa Business, which is owned and conducted directly or indirectly by Arcosa, all of the common stock of which was distributed to the Trinity stockholders, and (ii) one comprising the Trinity Business, which continues to be owned and conducted, directly or indirectly, by Trinity, all on the terms and conditions set forth in the Separation and Distribution Agreement; and

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, each of Trinity and Arcosa agreed to provide to the other certain services during a transition period commencing as of the Effective Time, on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements set forth hereafter, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

AGREEMENT TO PROVIDE AND ACCEPT SERVICES

Section 1.01 Provision of Services .

(a) On the terms and subject to the conditions contained in this Agreement and on the attached schedules (each a “ Schedule ” and collectively the “ Schedules ”) Trinity or Arcosa, as applicable, shall provide, or shall cause its Subsidiaries, Affiliates or Third Parties designated by it (such designated Subsidiaries, Affiliates and Third Parties, together with Trinity or Arcosa, as applicable, in its role as a service provider, referred to singly as a “ Service Provider ” and collectively as the “ Service Providers ”) to provide to the Arcosa Group or the Trinity Group, as applicable (the members of each such group in their role as a service recipient referred to singly as a “ Service Recipient ” and collectively as the “ Service Recipients ”) the services set forth on the Schedules (each a “ Service ” and collectively the “ Services ”).

(b) Trinity or Arcosa, as applicable, in its role as Service Provider, shall make, in its sole discretion, any decisions as to which of the Service Providers (including the decisions to use Third Parties as designee Service Providers) shall provide the Services, provided that Trinity or Arcosa, as applicable, shall remain liable for the acts and omissions of Services Providers designated by it.

(c) Each Service shall be provided in exchange for the consideration set forth with respect to such Service on the applicable Schedule.

(d) If, within ninety (90) days following the Effective Time, a Service Recipient identifies a service that a Service Provider provided to it at any time during the twelve (12) month period prior to the Effective Time, and such service is not reflected on the Schedules or in any other Ancillary Agreements and is reasonably required by the Service Recipient in order to continue to operate the Arcosa Business or the Trinity Business, as applicable, in substantially the same manner in which the Arcosa Business or the Trinity Business, as applicable, was operated prior to the Effective Time, the Service Recipient may request that the Service Provider provide, or cause to be provided, such requested services (such additional service, an “ Additional Service ”). The Service Provider shall negotiate with the Service Recipient to provide, or to cause to be provided, such requested Additional Service on commercially reasonable terms consistent with the principles underlying the service terms of the Services. In the event that the Parties reach an agreement with respect to providing such Additional Services, the Parties shall amend the applicable Schedules in writing to include such Additional Services (including the incremental Fees and term with respect to such Additional Services), and such Additional Services shall be deemed Services under this Agreement from the date of such amendment.

Section 1.02 Migration . It is anticipated that the Service Recipients may request additional transition services projects, beyond the Services contemplated herein, relating to the migration of the Services from the Service Provider’s environment or facilities to Service Recipient’s (or its designee’s) environment or facilities, and the Service Provider will use reasonable efforts to cooperate with the Service Recipients with respect to such projects. All such transition service projects shall be completed, and Service Provider shall have no further obligation to cooperate in connection therewith, as of the expiration of the term of the Service as set forth in the applicable Schedule. The applicable Service Recipient shall reimburse the Service Providers for all costs and expenses (including the cost of employee time) incurred by such Service Providers in connection with such cooperation.

Section 1.03 Reliance . The Service Providers shall be entitled to rely upon the genuineness, validity or truthfulness of any document, instrument or other writing presented by the Service Recipients in connection with this Agreement. No Service Provider shall be liable for any impairment of any Service caused by its not receiving information, either timely or at all, or by its receiving inaccurate or incomplete information from the Service Recipients that is required or reasonably requested regarding that Service, provided that the Service Provider has notified the Service Recipient of the inadequacy of the information and used commercially reasonable efforts to provide such Service despite such inadequacy.

Section 1.04 Cooperation .

(a) The Service Providers and the Service Recipients shall, and shall cause their respective Affiliates and Subsidiaries to, cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services.

(b) The applicable Service Recipient shall (i) make available on a timely basis to the Service Providers all information and materials reasonably requested by such Service Providers to enable such Service Providers to provide the applicable Services; and (ii) provide to the Service Providers reasonable access to the premises of the applicable Service Recipient and any of its Affiliates to the extent necessary for such Service Providers to provide the applicable Services to the Service Recipient; provided that such access shall be subject to the Service Recipient’s applicable policies and procedures that have been provided to the Service Providers.

Section 1.05 Disclaimer of Warranty .

(a) EACH OF TRINITY (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE TRINITY GROUP), AND ARCOSA (ON BEHALF OF ITSELF AND EACH OTHER MEMBER OF THE ARCOSA GROUP) UNDERSTANDS AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO PARTY TO THIS AGREEMENT IS REPRESENTING OR WARRANTING IN ANY WAY, AND HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, AS TO THE SERVICES CONTEMPLATED HEREBY, AS TO ANY CONSENTS OR GOVERNMENTAL APPROVALS REQUIRED IN CONNECTION HEREWITH, AS TO NO INFRINGEMENT, VALIDITY OR ENFORCEABILITY OR ANY OTHER MATTER CONCERNING, ANY ASSETS OR BUSINESS OF SUCH PARTY. ALL WARRANTIES OF HABITABILITY, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARISING UNDER THE UNIFORM COMMERCIAL CODE (OR SIMILAR FOREIGN LAWS), ARE HEREBY DISCLAIMED.

(b) Each of Trinity (on behalf of itself and each member of the Trinity Group) and Arcosa (on behalf of itself and each member of the Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 1.05(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, are jointly or severally liable for any Trinity Liability or any Arcosa Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

Section 1.06 Governance .

(a) Each Party shall designate an individual to serve as an administrative representative for such Party (“ Administrative Representative(s) ”). The Administrative Representative shall facilitate day-to-day communications and performance under this Agreement. Each Party must promptly designate a replacement Administrative Representative in the event that its Administrative Representative is no longer employed by a Party or is unable to continue his or her role as an Administrative Representative.

(b) For each Schedule of Services, each Party shall designate a contact (each, a “ Service Contact ”), who shall (i) be responsible for providing direct supervision of the Services set forth on such Schedule and (ii) serve as the initial contact for the Administrative Representative for Trinity or Arcosa, as the case may be, for addressing issues related to the delivery of such Services. Each party shall cause its Service Contact to reply promptly to inquiries related to the delivery of the applicable Services, but in no event more than five (5) Business Days following receipt of any such inquiry. The initial Service Contacts for each Schedule shall be identified and named in the applicable Schedule. Each Party must promptly designate a replacement Service Contact in the event that a Service Contact is no longer employed by a Party or is unable to continue his or her role as a Service Contact.

ARTICLE II

TERMS AND CONDITIONS; PAYMENT

Section 2.01 Terms and Conditions of Services .

(a) Unless otherwise agreed by the Parties in writing, (i) the Service Providers shall be required to perform the Services using substantially the same quality, efficiency and standard of care as used in performing such Services in the twelve (12) months immediately prior to the Effective Time, and (ii) the Services shall be used by the Service Recipients for substantially the same purposes and in substantially the same time, place and manner as the Services have been used in the twelve (12) months immediately prior to the Effective Time; provided , however , that in no event shall the scope of any of the Services required to be performed hereunder exceed that described on the applicable Schedule. Each Party shall comply with all Laws applicable to the provision and receipt of Services pursuant to this Agreement. In no event shall any Service Provider be required to provide any Service that it reasonably believes does not comply with applicable Law. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PARTIES AGREE THAT THE SERVICE PROVIDERS SHALL NOT OWE ANY FIDUCIARY OR OTHER DUTIES (INCLUDING ANY DUTY OF LOYALTY OR DUTY OF CARE) TO THE SERVICE RECIPIENTS IN CONNECTION WITH THE PERFORMANCE OF THE SERVICES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

(b) Notwithstanding anything to the contrary in this Agreement, each Service Recipient acknowledges that the Service Provider may be providing services similar to the Services it provides for itself and its Affiliates, and the Service Provider reserves the right to modify the Services (i) if such modifications are applicable to all other recipients of the Services or services similar to the Services and (ii) to the extent necessary to comply with applicable Law or requirements of Governmental Authorities; provided that the Service Provider provides substantially the same advance notice of such modifications to the Service Recipient as the Service Provider provides to its Affiliates.

(c) The Service Recipients shall, and shall cause their applicable Affiliates to, eliminate their need for the provision of each Service by the Service Provider on or before the termination date for such Service as set forth on the applicable Schedule.

(d) Under no circumstances shall any Service Provider be obligated to provide any service requiring an opinion, advice or representation ( e.g. , legal opinions or advice, or tax opinions or advice).

(e) Any Service Provider shall have the right, consistent with practices immediately prior to the Effective Time, to shut down temporarily for maintenance purposes the operation of the systems or facilities providing any Service whenever, in such Service Provider’s discretion, such action is necessary; provided that such Service Provider shall provide written notice of any such shutdown to the Service Recipient as reasonably in advance of such shutdown as practicable. Such Service Provider shall be relieved of its obligations to provide the Services affected by such shutdown during the period that its systems or facilities are so shut down but shall use reasonable efforts to minimize each period of shutdown.

(f) Each Service Provider shall use commercially reasonable efforts to obtain any Consents from Third Parties that are necessary in order to provide the Services. If any such consent is not obtained, such Service Provider shall not be required to provide such Services but shall use commercially reasonable efforts to implement a reasonable alternative arrangement to provide the relevant Services. All costs associated with obtaining such consents shall be borne one-half each by Trinity and Arcosa. All costs associated with implementing and providing a reasonable alternative arrangement to provide the relevant Services shall be borne by the Service Recipient.

Section 2.02 Payments .

(a) Each month, the Service Provider shall deliver a statement to the Service Recipient for Services provided to the Service Recipients during the preceding month, and each such statement shall set forth a brief description of each such Service and the amounts charged for such Service based on the consideration set forth in the applicable Schedule, the Rental Costs (as defined in Section 2.06(b) ) or otherwise agreed by the Parties in writing (the “ Fee ”), as well as any Taxes, duties, imposts, charges, fees or other levies due and owing in accordance with Section 2.03 hereof, and the aggregate of such amounts shall be due and payable by the Service Recipient within thirty (30) days after the date of receipt of such statement.

(b) At the Service Provider’s option, any or all of its designee Service Providers may individually invoice a Service Recipient for the Services that such designee Service Provider has provided during the preceding month to such Service Recipient. Any amounts so invoiced by a designee Service Provider shall not be included on any invoice delivered by the Service Provider.

(c) All invoices shall be denominated and paid in U.S. dollars unless (a) the Service Recipient had, in the twelve (12) months prior to the Effective Date, been invoiced or paid for such Services in a different currency or (b) otherwise indicated on the applicable Schedule, in which case such invoices shall be denominated and paid in such different currency.

(d) Any amount not paid when due pursuant to this Agreement shall bear interest at a rate per annum equal to the then effective Prime Rate plus 2% (or the maximum legal rate, whichever is lower), calculated for the actual number of days elapsed, accrued from the date on which such payment was due up to the date of the actual receipt of payment.

(e) At the Service Recipient’s request, the Service Provider will provide reasonably detailed supporting documentation for the Fees invoiced to the Service Recipient hereunder and will respond promptly to any questions that the Service Recipient may have regarding such documentation and the related Fees. In the event that the Service Recipient disputes any Fees invoiced hereunder, such Disputes shall be handled in accordance with Section 7.15 .

Section 2.03 Taxes .

(a) Except as expressly noted therein, the amounts set forth on the Schedules as the applicable consideration with respect to each Service do not include any Taxes, duties, imposts, charges, fees or other levies of whatever nature assessed on the provision of the Services. All Taxes, duties, imposts, charges, fees or other levies imposed by applicable Law assessed on the provision of the Services (other than income taxes payable by a Service Provider on the Fees received hereunder) shall be the responsibility of the Service Recipients in addition to the Fees payable by such Service Recipients in accordance with Section 2.02 hereof. The Service Recipients shall promptly reimburse the Service Providers for any Taxes, duties, imposts, charges, fees or other levies (other than income taxes payable by a Service Provider on the Fees received hereunder) imposed on the Service Providers or which the Service Providers shall have any obligation to collect with respect to or relating to this Agreement or the performance by a Service Provider of its obligations hereunder, along with interest and penalties related thereto to the extent such interest or penalties are related to the actions or inactions of the Service Recipients. Such reimbursement shall be in addition to the amounts required to be paid as set forth on the applicable Schedule and shall be made in accordance with Section 2.02 . The Service Recipients agree to use reasonable efforts to provide exemption certificates where available and to calculate any applicable sales and use Taxes and to make payment thereof directly to the appropriate taxing authority.

(b) All payments by the Service Recipients under this Agreement shall be made without set-off and without any deduction or withholding for any Taxes, duties, imposts, charges or fees or other levies, unless the obligation to make such deduction or withholding is imposed by Law. In the event that applicable Law requires that an amount in respect of any Taxes, duties, imposts, charges, fees or other levies be withheld from any payment by the Service Recipients to a Service Provider under this Agreement, the amount payable to the Service Provider shall be increased as necessary so that, after the Service Recipients have withheld amounts required by applicable Law, the Service Provider receives an amount equal to the amount it would have received had no such withholding been required, and the Service Recipients shall withhold such Taxes, duties, imposts, charges, fees or other levies and pay such withheld amounts over to the applicable governmental authority in accordance with the requirements of the applicable Law and provide the Service Provider with a receipt confirming such payment. The Service Providers shall reasonably cooperate with the Service Recipients to determine whether any such deduction or withholding applies to the payments hereunder, and if so, shall further reasonably cooperate to minimize applicable deduction or withholding.

Section 2.04 Use of Services . The Service Recipients shall not resell any Services to any Person whatsoever or permit the use of the Services by any Person other than in connection with the conduct of the operations of the Arcosa Business or the Trinity Business, as applicable, as conducted in the twelve (12) months immediately prior to the date hereof.

Section 2.05 Network Access .

(a) The Service Provider may provide the Service Recipients with access to the Service Provider’s or its Affiliates’ computer hardware, computer software and information technology systems, including the data they contain (collectively, “ Networks ”) via a secure method selected by the Service Provider. The Service Recipients shall only use (and will ensure that their employees, agents and subcontractors only use), and shall only have access to, the Networks for the purpose of receiving, and only to the extent required to receive, the Services. The Service Recipients shall not permit their employees, agents or subcontractors (collectively, “ Personnel ”) to use or have access to the Networks except to the extent that (i) such Personnel (or such Personnel’s functional equivalent) had access to the Networks prior to the Effective Time, or (ii) the Service Provider has given prior written approval for such access.

(b) The Service Recipients shall cause all of the Service Recipients’ Personnel having access to the Networks in connection with receipt of a Service to comply with all security guidelines (including physical security, network access, internet security, confidentiality and personal data security guidelines) of the Service Provider which the Service Provider provides to the Service Recipients in writing.

(c) The Service Recipients shall ensure that they and their Personnel shall not: (i) use the Networks to develop software, process data or perform any work or services other than for the purpose of receiving the Services; (ii) break, interrupt, circumvent, adversely affect or attempt to break, interrupt, circumvent or adversely affect any security system or measure of the Service Provider; (iii) obtain, or attempt to obtain, access to any hardware, software or data stored in the Networks except to the extent necessary to receive the Services; or (iv) use, disclose or give access to any part of the Networks to any Third Party, other than their agents and subcontractors authorized by the Service Provider in accordance with this Section 2.05 . All user identification numbers and passwords for the Networks disclosed to the Service Recipients, and any information obtained from the use of the Networks shall be deemed Confidential Information of the Service Provider for purposes of Section 7.01 .

(d) If a Service Recipient or its Personnel breach any provision of this Section 2.05 , such Service Recipient shall promptly notify the Service Provider of such breach and cooperate as requested by such Service Provider in any investigation and mitigation of such breach.

Section 2.06 Facilities Access .

(a) In connection with, and as a part of, the Services set forth on the Facilities Schedule, the Service Provider hereby grants to the Service Recipient a limited right to use and access portions of each of the premises at certain facilities, in each case as listed in the Facilities Schedule (each, a “ Shared Location ” and collectively, the “ Shared Locations ”), for substantially the same purposes as used in the Arcosa Business or the Trinity Business, as applicable, in the twelve (12) months immediately prior to the Effective Time.

(b) For the period indicated on the Facilities Schedule with respect to each Shared Location (the “ Shared Location Term ”) the Service Recipient shall have the right to use and occupy that portion of the Shared Locations, and to use that portion of the common areas related to the Shared Locations, that the Service Recipient uses and occupies as of the date hereof in substantially the same manner and on the same terms and conditions that the Service Recipient currently uses and occupies such space and, in any event, in accordance with the terms and conditions set forth herein. During the Shared Location Term, with respect to each Shared Location (including all common areas related thereto), all costs relating to such Shared Location, including, rent, maintenance, water, sewer, telephone, electricity and gas service, common area charges, amounts of public liability, damage, fire, any extended coverage insurance as may be required hereunder, and any real estate property taxes owed by the Service Provider (together, the “ Rental Costs ”) shall be borne pro rata by the Service Provider, on the one hand, and the Service Recipient, on the other hand, based on the number of employees of the Service Provider and the Service Recipient occupying the Shared Locations.

(c) The Service Recipient shall only permit its authorized Personnel and their business invitees to use the Shared Locations. The Service Provider, or its Affiliates, shall have reasonable access to those portions of the Shared Locations used by the Service Recipient from time to time as the Service Provider deems reasonably necessary or desirable for the security, inspection or maintenance thereof. The Service Recipient agrees to maintain commercially appropriate and customary levels of property and liability insurance in respect of the portions of the Shared Locations it occupies and the activities conducted thereon. The Service Recipient shall not make, and shall cause its personnel to refrain from making, any alterations or improvements to the Shared Locations without the prior written consent of the Service Provider. The rights granted pursuant to this Section 2.06 shall be in the nature of a license only and shall not create or be deemed to create any leasehold or other estate or possessory rights in the Service Recipient or its personnel with respect to the Shared Locations and shall not include any right of assignment, sub-license or sub-leasehold to any Third Party. The Service Recipient will have access to such Shared Location on a 24 hours-per-day, 7-days-per-week basis.

(d) For the avoidance of doubt, Section 7.01 (Confidentiality) shall apply in all respects to Confidential Information disclosed by either Party pursuant to this Section 2.06 . In connection with the provision of Services under this Section 2.06 , the Parties shall cooperate to establish and implement reasonable and appropriate measures to minimize the disclosure of Confidential Information not required to perform the Services hereunder, including the establishment of electronic firewalls and the use of physical walls and barriers in the Shared Locations.

(e) Upon the expiration or termination of each Shared Location Term, with respect to each Shared Location, the Service Recipient shall vacate its portion of the applicable Shared Location on or prior to the end of the Shared Location Term and will leave its portion of such Shared Location broom clean and in the same condition as such portion was in on the date of this Agreement, ordinary wear and tear excepted. The Service Provider shall use commercially reasonable efforts to coordinate vacating any such Shared Location by the Service Recipient so as to minimize business interruptions for all Parties to the extent reasonably possible.

ARTICLE III

TERM OF SERVICES

Section 3.01 Term of Services; Early Termination of Services . The provision of Services shall commence as of the Effective Time and shall continue until the date indicated for each such Service on the applicable Schedule unless terminated earlier pursuant to Section 3.02 or Article VI .

Section 3.02 Early Termination of Services . Unless otherwise set forth in the applicable Schedule, any Schedule of Services or any individual Service making up a part of a Schedule of Services (including individual Services consisting of the use of each respective Shared Location pursuant to the Facilities Schedule) may be terminated prior to the end of the applicable term by the Service Recipient upon not less than thirty (30) days’ prior written notice (such notice shall specify the date termination is to be effective); provided, that the Service Recipients acknowledge and agree that in the event that any Service on a Schedule is interdependent with a Service on a different Schedule, such Schedules of Services must be terminated simultaneously; provided, further, that the early termination of an individual Service shall not affect the remaining Services on the applicable Schedule. After any early termination of a Service, the Service Provider shall have no obligation to reinstate such Service at a time subsequent to the effective date of such termination.

Section 3.03 Extension of Services . The term indicated for each Service on the applicable Schedule may not be extended except to the extent expressly set forth in such Schedule, as applicable. To the extent the applicable Schedule for a Service expressly permits extension of such Service, such Service may be extended by the Service Recipient upon written notice provided to the Service Provider at least thirty (30) days prior to the end of the then-current term.

ARTICLE IV

FORCE MAJEURE

No Service Provider shall be liable for any Loss whatsoever arising out of any interruption of Service or delay or failure to perform under this Agreement that is due to acts of God, acts of a public enemy, acts of terrorism, acts of a nation or any state, territory, province or other political division thereof, fires, floods or other extreme weather event, epidemics, riots, theft, quarantine restrictions, freight embargoes or other similar causes beyond the reasonable control of such Service Provider. In any such event, any affected Service Provider obligations under this Agreement shall be postponed for such time as its performance is suspended or delayed on account thereof. Each Service Provider will promptly notify the Service Recipient, either orally or in writing, upon learning of the occurrence of such event of force majeure. Upon the cessation of the force majeure event, such Service Provider will use commercially reasonable efforts to resume its performance with the least practicable delay. In the event that any force majeure event prevents performance of any Services in accordance with this Agreement for more than fifteen (15) consecutive days, the Service Recipient shall be entitled to terminate such Services upon notice to the Service Provider without payment of any additional fees, costs or expenses in connection with such termination except for Fees for Services rendered prior to such force majeure event.

ARTICLE V

LIABILITIES

Section 5.01 Consequential and Other Damages . EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 5.03 , IN NO EVENT SHALL TRINITY, ARCOSA OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL TRINITY, ARCOSA OR ITS RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 5.02 Limitation of Liability . EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 5.03 , EACH OF TRINITY’S AND ARCOSA’S LIABILITY WITH RESPECT TO ITS ROLE AS A SERVICE PROVIDER UNDER THIS AGREEMENT OR ANY ACT OR FAILURE TO ACT IN CONNECTION WITH ITS ROLE AS A SERVICE PROVIDER UNDER THIS AGREEMENT (INCLUDING THE PERFORMANCE OR BREACH HEREOF), OR FROM THE SALE, DELIVERY, PROVISION OR USE OF ANY SERVICE PROVIDED UNDER OR COVERED BY THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE, SHALL NOT EXCEED THE AGGREGATE FEES ACTUALLY PAID TO SUCH PARTY PURSUANT TO THIS AGREEMENT.

Section 5.03 Indemnity .

(a) Each Party (the “ Indemnifying Party ”) shall indemnify, defend, release, discharge and hold harmless the other Party and its Affiliates and their respective current and former directors, officers, members, managers, employees and agents and each of the heirs, executors, successors and permitted assigns of any of the foregoing (collectively, the “ Indemnified Parties ”) from and against all Losses actually suffered or incurred by the Indemnified Parties relating to, arising out of or resulting from (i) such Party’s material breach of this Agreement; (ii) any accident, injury to or death of persons or loss of or damage to property occurring on or about any portion of the Shared Locations then used or occupied by the Indemnifying Party during the Shared Location Term and arising out of the Indemnifying Party’s negligence or willful misconduct; or (iii) performance of any labor or services or the furnishing of any materials or other property by the Indemnifying Party in respect of any portion of the Shared Locations then used or occupied by the Indemnifying Party.

(b) In the event that any claim or Proceeding is threatened in writing or commenced by a Third Party involving a claim for which a Party may be required to provide indemnity pursuant to this Agreement, the indemnification procedures set forth in Section 6.4 of the Separation and Distribution Agreement are hereby incorporated mutatis mutandis .

ARTICLE VI

TERMINATION

Section 6.01 Termination .

(a) Notwithstanding anything in this Agreement to the contrary, the obligation of any Service Provider to provide or cause to be provided any Service shall cease on the earlier to occur of (i) the date on which the provision of such Services has terminated pursuant to Article III , or (ii) the date on which such Service is terminated by any Party in accordance with the terms of Section 6.01(b) or Section 6.02 . This Agreement shall terminate, and all provisions of this Agreement shall become null and void and of no further force and effect, except for the provisions set forth in Section 6.04 , on the date on which all Services under this Agreement have expired or been terminated.

(b) Either Party shall have the right to terminate this Agreement at any time upon notice and pursue any remedies available to it at law or in equity if (i) the other Party becomes insolvent or is adjudicated as bankrupt, or (ii) any action is taken by that Party or by others against that Party under any insolvency, bankruptcy or reorganization act, or if a Party makes an assignment for the benefit of creditors, or a receiver is appointed for a Party.

Section 6.02 Breach of Transition Services Agreement . Either Party may terminate this Agreement immediately by providing written notice of such termination in the event of any material breach of this Agreement by the other Party, which breach is not cured within thirty (30) days after written notice of such breach is provided by the non-breaching Party.

Section 6.03 Sums Due . In the event of a termination or expiration of this Agreement, the Service Providers shall be entitled to the payment of, and the Service Recipients shall within thirty (30) days pay to the Service Providers, all accrued amounts for Services, Taxes and other amounts due under this Agreement as of the date of termination or expiration. Payments not made within thirty (30) days after termination or expiration of this Agreement that are not otherwise already subject to late charges shall be subject to the late charges as provided in Section 2.02 .

Section 6.04 Effect of Termination . Sections 1.05 , 2.02 , and 6.03 hereof, this Section 6.04 and Article V and Article VII shall survive any termination or expiration of this Agreement.

ARTICLE VII

MISCELLANEOUS

Section 7.01 Confidentiality; Intellectual Property .

(a) Section 7.5 (Confidentiality) of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

(b) Each Service Recipient acknowledges that it will not acquire any right, title or interest (including any license rights or rights of use) in any Intellectual Property that is owned by any Service Provider by reason of the provision of the Services provided under this Agreement.

Section 7.02 Independent Contractor . Each of Trinity, Arcosa, the Service Providers and the Service Recipients shall be an independent contractor in the performance of its respective obligations hereunder. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Trinity and Arcosa, or between any Service Provider and a Service Recipient. Any provision in this Agreement, or any action by a Service Provider, that may appear to give a Service Recipient the right to direct or control the Service Provider in performing under this Agreement means that the Service Provider shall follow the desires of the Service Recipient in results only.

Section 7.03 Complete Agreement . This Agreement, including the exhibits and schedules attached hereto, the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control.

Section 7.04 Counterparts . This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 7.05 Notices . All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 7.05 ):

If to Trinity:

Trinity Industries, Inc.
2525 N. Stemmons Freeway

Dallas, Texas 75207-2401
Attn: General Counsel

If to Arcosa:

Arcosa, Inc.
500 North Akard St., Suite 400
Dallas, Texas 75201
Attn: General Counsel

Section 7.06 Waiver .

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

Section 7.07 Modification or Amendment . This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 7.08 No Assignment; Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other party to this Agreement, which such Party may withhold in its absolute discretion, except that (x) each Party hereto may assign any or all of its rights and interests hereunder to an Affiliate and (y) each Party may assign any of its obligations hereunder to an Affiliate; provided , however , that such assignment shall not relieve such Party of any of its obligations hereunder unless agreed to by the non-assigning Party, and any attempt to do so shall be ineffective and void ab initio . Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 7.09 No Circumvention . The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.

Section 7.10 Subsidiaries . Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Trinity and Arcosa on behalf of themselves and the members of their respective groups (the Trinity Group and the Arcosa Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 7.11 Third Party Beneficiaries . Except (i) as provided in Article VI relating to Indemnified Parties this Agreement is solely for the benefit of each Party hereto and its respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, and should not be deemed to confer upon any third party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 7.12 Titles and Headings . Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 7.13 Exhibits and Schedules . The exhibits and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates.

Section 7.14 Governing Law . This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 7.15 Disputes; Consent to Jurisdiction .

(a) All Agreement Disputes will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement.

(b) Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “ Delaware Courts ”). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party’s respective address set forth in Section 7.6 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 7.15 shall be effective only pursuant to service on a Party’s registered agent for service of process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 7.16 Specific Performance . The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII of the Separation and Distribution Agreement, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 7.17 Waiver of Jury Trial . SUBJECT TO ARTICLE VIII OF THE SEPARATION AND DISTRIBUTION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.17 .

Section 7.18 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 7.19 Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 7.20 Authorization . Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 7.21 No Duplication; No Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 7.22 No Reliance on Other Party . The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

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

IN WITNESS WHEREOF, the Parties have caused this Transition Services Agreement to be executed the day and year first above written.

	TRINITY INDUSTRIES, INC.

	By: /s/ Timothy R. Wallace
	Name: Timothy R. Wallace
	Title: Chief Executive Officer and President

	ARCOSA, INC.

	By: /s/ Antonio Carrillo
	Name: Antonio Carrillo
	Title: Chief Executive Officer and President

Exhibit 10.2

TAX MATTERS AGREEMENT

by and between

TRINITY INDUSTRIES, INC.

and

ARCOSA, INC.

Dated as of October 31, 2018

TABLE OF CONTENTS

		Page

Section 1.	Definition of Terms	1

Section 2.	Allocation of Tax Liabilities	10

Section 2.01	General Rule	10
Section 2.02	Allocation of Income and Other Taxes	10
Section 2.03	Certain Employment Taxes; Equity-Based Awards	11
Section 2.04	Determination of Tax Attributable to the Arcosa Group	12
Section 2.05	Arcosa Liability	14
Section 2.06	Trinity Liability	14

Section 3.

Preparation and Filing of Tax Returns

Section 3.01	Trinity's Responsibility	14
Section 3.02	Arcosa's Responsibility	14
Section 3.03	Tax Returns for Transfer Taxes	14
Section 3.04	Tax Reporting Practices	15
Section 3.05	Consolidated or Combined Tax Returns	15
Section 3.06	Right to Review Tax Returns	15
Section 3.07	Arcosa Carrybacks and Claims for Refund	16
Section 3.08	Apportionment of Tax Attributes	16

Section 4.

Tax Payments

Section 4.01	Payment of Taxes With Respect to Certain Joint Returns	17
Section 4.02	Payment of Separate Company Taxes	17
Section 4.03	Indemnification Payments	18

Section 5.

Tax Refunds and Tax Benefits

Section 5.01	Tax Refunds	18
Section 5.02	Tax Benefits	18

Section 6.

Tax-Free Status

Section 6.01	Restrictions on Arcosa	19
Section 6.02	Restrictions on Trinity	20
Section 6.03	Procedures Regarding Opinions and Rulings	21
Section 6.04	Liability for Tax-Related Losses	22

Section 7.

Assistance and Cooperation

Section 7.01	Assistance and Cooperation	25
Section 7.02	Income Tax Return Information	26
Section 7.03	Reliance by Trinity	26
Section 7.04	Reliance by Arcosa	26

Section 8.

Tax Records

Section 8.01	Retention of Tax Records	26
Section 8.02	Access to Tax Records	27
Section 8.03	Preservation of Privilege	27

Section 9.

Tax Contests

Section 9.01	Notice	27
Section 9.02	Control of Tax Contests	28

Section 10.	Effective Date	29

Section 11.	Survival of Obligations	29

Section 12.

Treatment of Payments

Section 12.01	Treatment of Tax Indemnity Payments	29
Section 12.02	Interest Under This Agreement	29

Section 13.

Disagreements

Section 13.01	Discussion	30
Section 13.02	Escalation	30
Section 13.03	Referral to Tax Advisor	30
Section 13.04	Injunctive Relief	31

Section 14.	Late Payments	31

Section 15.	Expenses	31

Section 16.	General Provisions	31

Section 16.01	Addresses and Notices	31
Section 16.02	Binding Effect	32
Section 16.03	Waiver	32
Section 16.04	Severability	32
Section 16.05	Authority	32
Section 16.06	Further Action	32
Section 16.07	Integration	33
Section 16.08	Construction	33
Section 16.09	No Double Recovery	33
Section 16.10	Counterparts	33
Section 16.11	Governing Law	33
Section 16.12	Jurisdiction	34
Section 16.13	Waiver of Jury Trial	34
Section 16.14	Amendment	35
Section 16.15	Subsidiaries	35
Section 16.16	Successors	35
Section 16.17	Injunctions	35
Section 16.18	No Reliance on Other Company	35
Section 16.19	Consequential Damages	36

TAX MATTERS AGREEMENT

This TAX MATTERS AGREEMENT (this " Agreement ") is entered into as of October 31, 2018, by and among Trinity Industries, Inc. (" Trinity "), a Delaware corporation, and Arcosa, Inc. (" Arcosa "), a Delaware corporation and a wholly owned subsidiary of Trinity. (Trinity and Arcosa are sometimes collectively referred to herein as the " Companies " and, as the context requires, individually referred to herein as the " Company ").

RECITALS

WHEREAS, the board of directors of Trinity has determined that it is appropriate, desirable and in the best interests of Trinity and its stockholders to separate Trinity into two separate, independent, publicly-traded companies: (i) one comprising the Arcosa Business (as defined below), which shall be owned and conducted directly or indirectly by Arcosa, all of the common stock of which is intended to be distributed to Trinity stockholders, and (ii) one comprising the Trinity Business (as defined below), which shall continue to be owned and conducted, directly or indirectly, by Trinity;

WHEREAS, as of the date hereof, Trinity is the common parent of an affiliated group of corporations, including Arcosa, which has elected to file consolidated Federal Income Tax Returns;

WHEREAS, the Companies have undertaken the Contribution (as defined below);

WHEREAS, Trinity intends to undertake the Distribution (as defined below);

WHEREAS, the Companies intend for the Contribution and the Distribution to qualify for Tax-Free Status; and

WHEREAS, the Companies desire to provide for and agree upon the allocation between the Companies of liabilities, and entitlements to refunds thereof, for certain Taxes arising prior to, at the time of, and subsequent to the Distribution, to provide for and agree upon other matters relating to Taxes and to set forth certain covenants and indemnities relating to the Tax-Free Status of the Contribution and the Distribution.

NOW THEREFORE, in consideration of the mutual agreements contained herein, the Companies hereby agree as follows:

Section 1. Definition of Terms . For purposes of this Agreement (including the recitals hereof), the following terms have the following meanings:

" Active Trade or Business " means the active conduct (as defined in Section 355(b)(2) of the Code and the Treasury Regulations thereunder) of the Energy Equipment Business (as defined in the Ruling Request filed with the IRS on February 12, 2018, as supplemented through the Distribution Date, as conducted immediately prior to the Distribution.

" Adjustment Request " means any formal or informal claim or request filed with any Tax Authority, or with any administrative agency or court, for the adjustment, refund, or credit of Taxes, including (i) any amended Tax Return claiming adjustment to the Taxes as reported on the Tax Return or, if applicable, as previously adjusted, (ii) any claim for equitable recoupment or other offset, and (iii) any claim for refund or credit of Taxes previously paid.

" Affiliate " has the meaning set forth in the Separation and Distribution Agreement.

" Agreement " means this Tax Matters Agreement.

" Ancillary Agreement " has the meaning set forth in the Separation and Distribution Agreement.

" Arcosa " has the meaning provided in the first sentence of this Agreement.

" Arcosa Assets " has the meaning set forth in the Separation and Distribution Agreement.

" Arcosa Business " has the meaning set forth in the Separation and Distribution Agreement.

" Arcosa Capital Stock " means all classes or series of capital stock of Arcosa, including (i) the Arcosa Common Stock, (ii) all options, warrants and other rights to acquire such capital stock and (iii) all instruments properly treated as stock in Arcosa for U.S. federal income tax purposes.

" Arcosa Carryback " means any net operating loss, net capital loss, excess tax credit, or other similar Tax item of any member of the Arcosa Group which may or must be carried from one Tax Period to another prior Tax Period under the Code or other applicable Tax Law.

"Arcosa Common Stock" has the meaning set forth in the Separation and Distribution Agreement.

" Arcosa Entity " means an entity which will be a member of the Arcosa Group immediately after the Distribution.

" Arcosa Group " means (i) Arcosa and its Affiliates, as determined immediately after the Distribution, as well as (ii) any entity which (A) was an Affiliate of Trinity or an Affiliate of a member of the Arcosa Group described in clause (i), (B) conducted solely or predominantly the Arcosa Business, and (C) is no longer an Affiliate of Trinity as of the Distribution.

" Arcosa Liabilities " has the meaning set forth in the Separation and Distribution Agreement.

" Arcosa Separate Return " means any Tax Return of or including any member of the Arcosa Group (including any consolidated, combined or unitary return) that does not include any member of the Trinity Group.

" Board Certificate " has the meaning set forth in Section 6.01(d) of this Agreement.

" Business Day " has the meaning set forth in the Separation and Distribution Agreement.

" Code " means the U.S. Internal Revenue Code of 1986, as amended.

" Companies " and " Company " have the meaning provided in the second sentence of this Agreement.

" Contribution " means the transfer of Arcosa Assets from Trinity to Arcosa and the assumption of Arcosa Liabilities by Arcosa, pursuant to the Separation.

" Controlling Party " has the meaning set forth in Section 9.02(c) of this Agreement.

" DGCL " means the Delaware General Corporation Law.

" Dispute " has the meaning set forth in Section 13 of this Agreement.

" Dispute Notice " has the meaning set forth in Section 13 of this Agreement.

" Distribution " has the meaning set forth in the Separation and Distribution Agreement.

" Distribution Date " means the date on which the Distribution occurs.

" Employee Matters Agreement " means the Employee Matters Agreement, dated as of October 31, 2018, by and among Trinity and Arcosa.

" Employment Tax " means any Tax the liability or responsibility for which is allocated pursuant to the Employee Matters Agreement.

" Equity-Based Award " means an equity-based award originally issued pursuant to the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Third Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan or the Trinity Industries, Inc. 1993 Stock Option and Incentive Plan, whether in the form of restricted stock awards (" RSAs "), restricted stock units (" RSUs "), or performance based restricted stock units (" PBRSUs "), in respect of Trinity Common Stock, including for the purpose of Section 2.03 hereof, RSAs, RSUs or PBRSUs in respect of Arcosa Common Stock issued in connection with the Distribution.

" Federal Income Tax " means any Tax imposed by Subtitle A of the Code other than an Employment Tax, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

" Federal Other Tax " means any Tax imposed by the Code other than any Federal Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

" Fifty-Percent or Greater Interest " has the meaning ascribed to such term for purposes of Sections 355(d) and (e) of the Code.

" Filing Date " has the meaning set forth in Section 6.04(d) of this Agreement.

" Final Determination " means the final resolution of liability for any Tax, which resolution may be for a specific issue or adjustment or for a taxable period, (i) by IRS Form 870 or 870-AD (or any successor forms thereto), on the date of acceptance by or on behalf of the taxpayer, or by a comparable form under the laws of a state, local, or foreign taxing jurisdiction, except that a Form 870 or 870-AD or comparable form shall not constitute a Final Determination to the extent that it reserves (whether by its terms or by operation of law) the right of the taxpayer to file a claim for refund or the right of the Tax Authority to assert a further deficiency in respect of such issue or adjustment or for such taxable period (as the case may be); (ii) by a decision, judgment, decree, or other order by a court of competent jurisdiction, which has become final and unappealable; (iii) by a closing agreement or accepted offer in compromise under Sections 7121 or 7122 of the Code, or a comparable agreement under the laws of a state, local, or foreign taxing jurisdiction; (iv) by any allowance of a refund or credit in respect of an overpayment of a Tax, but only after the expiration of all periods during which such refund may be recovered (including by way of offset) by the jurisdiction imposing such Tax; (v) by a final settlement resulting from a treaty-based competent authority determination; or (vi) by any other final disposition, including by reason of the expiration of the applicable statute of limitations, the execution of a pre-filing agreement with the IRS or other Tax Authority, or by mutual agreement of the Companies.

" Foreign Income Tax " means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession, which is an income tax as defined in Treasury Regulations Section 1.901-2, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

" Foreign Other Tax " means any Tax imposed by any foreign country or any possession of the United States, or by any political subdivision of any foreign country or United States possession other than any Foreign Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

" Gain Recognition Agreement " means a gain recognition agreement as described in Treasury Regulations Section 1.367(a)-8 or any successor provision thereto.

" Group " means the Trinity Group or the Arcosa Group, or both, as the context requires.

" Income Tax " means any Federal Income Tax, State Income Tax or Foreign Income Tax.

" Indemnitee " has the meaning set forth in Section 12.02 of this Agreement.

" Indemnitor " has the meaning set forth in Section 12.02 of this Agreement.

" IRS " means the United States Internal Revenue Service.

" Joint Return " means any Tax Return that actually includes, by election or otherwise, one or more members of the Trinity Group together with one or more members of the Arcosa Group.

" Non-Controlling Party " has the meaning set forth in Section 9.02(c) of this Agreement.

" Notified Action " has the meaning set forth in Section 6.03(a) of this Agreement.

" Past Practices " has the meaning set forth in Section 3.04(b) of this Agreement.

" Payment Date " means (i) with respect to any Trinity Federal Consolidated Income Tax Return, (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, or (C) the date the return is filed, as the case may be, and (ii) with respect to any other Tax Return, the corresponding dates determined under the applicable Tax Law.

" Payor " has the meaning set forth in Section 4.03 of this Agreement.

" Person " means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof, without regard to whether any entity is treated as disregarded for U.S. federal income tax purposes.

" Post-Distribution Period " means any Tax Period beginning after the Distribution Date and, in the case of any Straddle Period, the portion of such Tax Period beginning on the day after the Distribution Date.

" Pre-Distribution Period " means any Tax Period ending on or before the Distribution Date and, in the case of any Straddle Period, the portion of such Straddle Period ending on the Distribution Date.

" Preliminary Tax Advisor " has the meaning set forth in Section 13.03 of this Agreement.

" Prime Rate " means the base rate on corporate loans charged by JP Morgan Chase Bank from time to time, compounded daily on the basis of a year of 365 or 366 (as applicable) days and actual days elapsed.

" Privilege " means any privilege that may be asserted under applicable law, including, any privilege arising under or relating to the attorney-client relationship (including the attorney-client and work product privileges), the accountant-client privilege and any privilege relating to internal evaluation processes.

" Proposed Acquisition Transaction " means a transaction or series of transactions (or any agreement, understanding or arrangement, within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7, or any other regulations promulgated thereunder, to enter into a transaction or series of transactions), whether such transaction is supported by Arcosa management or shareholders, is a hostile acquisition, or otherwise, as a result of which Arcosa would merge or consolidate with any other Person or as a result of which any Person or any group of related Persons would (directly or indirectly) acquire, or have the right to acquire, from Arcosa and/or one or more holders of outstanding shares of Arcosa Capital Stock, a number of shares of Arcosa Capital Stock that would, when combined with any other changes in ownership of Arcosa Capital Stock pertinent for purposes of Section 355(e) of the Code, comprise 40% or more of (i) the value of all outstanding shares of stock of Arcosa as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series, or (ii) the total combined voting power of all outstanding shares of voting stock of Arcosa as of the date of such transaction, or in the case of a series of transactions, the date of the last transaction of such series. Notwithstanding the foregoing, a Proposed Acquisition Transaction shall not include (i) the adoption by Arcosa of a shareholder rights plan or (ii) issuances by Arcosa that satisfy Safe Harbor VIII (relating to acquisitions in connection with a person's performance of services) or Safe Harbor IX (relating to acquisitions by a retirement plan of an employer) of Treasury Regulations Section 1.355-7(d). For purposes of determining whether a transaction constitutes an indirect acquisition, any recapitalization resulting in a shift of voting power or any redemption of shares of stock shall be treated as an indirect acquisition of shares of stock by the non-exchanging shareholders. This definition and the application thereof is intended to monitor compliance with Section 355(e) of the Code and shall be interpreted accordingly. Any clarification of, or change in, Section 355(e) of the Code or regulations promulgated thereunder shall be incorporated in this definition and its interpretation.

" Representation Letters " means the statements of facts and representations, officer's certificates, representation letters and any other materials (including, without limitation, a Ruling Request and any related supplemental submissions to the IRS or other Tax Authority) delivered or deliverable by Trinity, its Affiliates or representatives thereof in connection with the rendering by Tax Advisors of the Tax Opinions and/or the issuance by the IRS or other Tax Authority of the Rulings.

" Required Party " has the meaning set forth in Section 4.03 of this Agreement.

" Responsible Company " means, with respect to any Tax Return, the Company having responsibility for preparing and filing such Tax Return under this Agreement.

" Retention Date " has the meaning set forth in Section 8.01 of this Agreement.

" Rulings " means the rulings by the IRS or other Tax Authorities deliverable to Trinity in connection with the Contribution and the Distribution or otherwise with respect to the Separation Transactions.

" Ruling Request " means any letter filed by Trinity with the IRS or other Tax Authority requesting a ruling regarding certain tax consequences of the Separation Transactions (including all attachments, exhibits, and other materials submitted with such ruling request letter) and any amendment or supplement to such ruling request letter.

" Section 6.01(d) Acquisition Transaction " means any transaction or series of transactions that is not a Proposed Acquisition Transaction but would be a Proposed Acquisition Transaction if the percentage reflected in the definition of Proposed Acquisition Transaction were 25% instead of 40%.

" Separate Return " means a Trinity Separate Return or an Arcosa Separate Return, as the case may be.

"Separation" has the meaning set forth in the Separation and Distribution Agreement.

" Separation and Distribution Agreement " means the Separation and Distribution Agreement, as amended from time to time, by and among Trinity and Arcosa dated October 31, 2018.

" Separation Plan " means the diagram depicting the transactions undertaken in connection with the separation of the Arcosa Business from the Trinity Business, as provided to Arcosa by Trinity prior to the date hereof, as updated from time to time by Trinity at its sole discretion prior to the Distribution.

" Separation Transactions " means those transactions undertaken by the Companies and their Affiliates pursuant to the Separation Plan to separate ownership of the Arcosa Business from ownership of the Trinity Business.

" State Income Tax " means any Tax imposed by any state of the United States, by any political subdivision of any such state, or by the District of Columbia, which is imposed on or measured by net income, including state or local franchise or similar Taxes measured by net income, as well as any state or local franchise, capital or similar Taxes imposed in lieu of a tax imposed on or measured by net income, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

" State Other Tax " means any Tax imposed by any state of the United States, by any political subdivision of any such state, or by the District of Columbia, other than any State Income Taxes or Employment Taxes, and any interest, penalties, additions to tax, or additional amounts in respect of the foregoing.

" Straddle Period " means any Tax Period that begins before and ends after the Distribution Date.

" Tax " or " Taxes " means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, value added, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, alternative minimum, estimated or other tax (including any fee, assessment, or other charge in the nature of or in lieu of any tax), imposed by any governmental entity or political subdivision thereof, and any interest, penalty, additions to tax, or additional amounts in respect of the foregoing.

" Tax Advisor " means a tax counsel or accountant, in each case of recognized national standing.

" Tax Attribute " means a net operating loss, net capital loss, unused investment credit, unused foreign tax credit, excess charitable contribution, general business credit, research and development credit, earnings and profits, basis, or any other Tax Item that could reduce a Tax or create a Tax Benefit.

" Tax Authority " means, with respect to any Tax, the governmental entity or political subdivision thereof that imposes such Tax, and the agency (if any) charged with the collection of such Tax for such entity or subdivision.

" Tax Benefit " means any refund, credit, or other reduction in otherwise required liability for Taxes.

" Tax Contest " means an audit, review, examination, or any other administrative or judicial proceeding with the purpose or effect of redetermining Taxes (including any administrative or judicial review of any claim for refund).

" Tax-Free Status " means the qualification of the Contribution and the Distribution, taken together, (i) as a reorganization described in Sections 355(a) and 368(a)(1)(D) of the Code, (ii) as a transaction in which the stock distributed thereby is "qualified property" for purposes of Sections 355(d), 355(e) and 361(c) of the Code, and (iii) as a transaction in which Trinity, Arcosa and the shareholders of Trinity recognize no income or gain for U.S. federal income tax purposes pursuant to Sections 355, 361 and 1032 of the Code, other than, in the case of Trinity and Arcosa, intercompany items or excess loss accounts taken into account pursuant to the Treasury Regulations promulgated pursuant to Section 1502 of the Code.

" Tax Item " means, with respect to any Income Tax, any item of income, gain, loss, deduction, or credit.

" Tax Law " means the law of any governmental entity or political subdivision thereof relating to any Tax.

" Tax Opinions " means the opinions of Tax Advisors deliverable to Trinity in connection with the Contribution and the Distribution or otherwise with respect to the Separation Transactions.

" Tax Period " means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

" Tax Records " means any (i) Tax Returns, (ii) Tax Return workpapers, (iii) documentation relating to any Tax Contests, and (iv) any other books of account or records (whether or not in written, electronic or other tangible or intangible forms and whether or not stored on electronic or any other medium) required to be maintained under the Code or other applicable Tax Laws or under any record retention agreement with any Tax Authority, in each case filed with respect to or otherwise relating to Taxes.

" Tax-Related Losses " means (i) all Taxes (including interest and penalties thereon) imposed pursuant to any settlement, Final Determination, judgment or otherwise; (ii) all accounting, legal and other professional fees, and court costs incurred in connection with such Taxes, as well as any other out-of-pocket costs incurred in connection with such Taxes; and (iii) all costs, expenses and damages associated with stockholder litigation or controversies and any amount paid by Trinity (or any Trinity Affiliate) or Arcosa (or any Arcosa Affiliate) in respect of the liability of shareholders, whether paid to shareholders or to the IRS or any other Tax Authority, in each case, resulting from the failure of the Contribution and the Distribution to have Tax-Free Status or from the failure of a Separation Transaction to have the tax treatment described in the Tax Opinions or the Rulings.

" Tax Return " or " Return " means any report of Taxes due, any claim for refund of Taxes paid, any information return with respect to Taxes, or any other similar report, statement, declaration, or document filed or required to be filed under the Code or other Tax Law with respect to Taxes, including any attachments, exhibits, or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

" Transfer Pricing Adjustment " means (i) any proposed or actual allocation by a Tax Authority of any Tax Item between or among any member of the Trinity Group and any member of the Arcosa Group with respect to any Tax Period ending prior to or including the Distribution Date or (ii) any adjustments to allocations between or among any member of the Trinity Group and any member of the Arcosa Group pursuant to Treasury Regulations Section 1.482-1(a)(3) to reflect any transfer pricing study performed by an independent third party at Trinity's request with respect to the 2017 or 2018 taxable years.

" Transfer Taxes " means all sales, use, transfer, real property transfer, intangible, recordation, registration, documentary, stamp or similar Taxes imposed on the Separation Transactions (excluding, for the avoidance of doubt, any Income Taxes).

" Treasury Regulations " means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Period.

" Trinity " has the meaning provided in the first sentence of this Agreement.

" Trinity Affiliated Group " means the affiliated group (as that term is defined in Section 1504 of the Code and the regulations thereunder) of which Trinity is the common parent.

" Trinity Business " has the meaning provided in the Separation and Distribution Agreement.

" Trinity Common Stock " has the meaning provided in the Separation and Distribution Agreement.

" Trinity Federal Consolidated Income Tax Return " means any United States federal Income Tax Return for the Trinity Affiliated Group.

" Trinity Group " means Trinity and its Affiliates, excluding any entity that is a member of the Arcosa Group, as determined immediately after the Distribution.

" Trinity Separate Return " means any Tax Return of or including any member of the Trinity Group (including any consolidated, combined or unitary return) that does not include any member of the Arcosa Group.

" Unqualified Tax Opinion " means an unqualified "will" opinion of a Tax Advisor, which Tax Advisor is acceptable to Trinity, on which Trinity may rely to the effect that a transaction will not affect the Tax-Free Status. Any such opinion must assume that the Contribution and the Distribution would have qualified for Tax-Free Status if the transaction in question did not occur.

Section 2. Allocation of Tax Liabilities .

Section 2.01 General Rule .

(a) Trinity Liability . Trinity shall be liable for, and shall indemnify and hold harmless the Arcosa Group from and against any liability for, Taxes which are allocated to Trinity under this Section 2 .

(b) Arcosa Liability . Arcosa shall be liable for, and shall indemnify and hold harmless the Trinity Group from and against any liability for, Taxes which are allocated to Arcosa under this Section 2 .

Section 2.02 Allocation of Income and Other Taxes . Except as provided in Section 2.03 , Section 2.05 , or Section 2.06 , Federal Income Tax, Federal Other Tax, State Income Tax, State Other Tax, Foreign Income Tax, and Foreign Other Tax shall be allocated as follows:

(a) Allocation of Income Tax and Other Tax Relating to Joint Returns.

(i) Allocation to Arcosa for Pre-Distribution Periods . Arcosa shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination), for which a payment to the relevant Tax Authority has not been made, or reflected as a separate accrual or within intercompany liability or asset accounts, prior to the date hereof, which Taxes are attributable to the Arcosa Group for all Pre-Distribution Periods, as determined pursuant to Section 2.04 .

(ii) Allocation to Trinity for Pre-Distribution Periods . Trinity shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Joint Return (including any increase in such Tax as a result of a Final Determination) other than those Taxes described in Section 2.02(a)(i) for all Pre-Distribution Periods.

(iii) Post-Distribution Intercompany Adjustments . The amount of Taxes allocable to Arcosa and Trinity, respectively, pursuant to Section 2.02(a) for the 2017 taxable year and the portion of the 2018 taxable year ending on the Distribution Date shall be increased or decreased, as applicable, to reflect any Transfer Pricing Adjustments performed by Trinity under Treasury Regulations Section 1.482-1(a)(3) following the Distribution Date.

(b) Allocation of Income Tax and Other Tax Relating to Separate Returns .

(i) Trinity shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Trinity Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

(ii) Arcosa shall be responsible for any and all Federal Income Taxes, Federal Other Taxes, State Income Taxes, State Other Taxes, Foreign Income Taxes, and Foreign Other Taxes due with respect to or required to be reported on any Arcosa Separate Return (including any increase in such Tax as a result of a Final Determination) for all Tax Periods.

Section 2.03 Certain Employment Taxes; Equity-Based Awards .

(a) Allocation of Employment Taxes . Unless otherwise expressly provided for herein, this Agreement, including Section 2 hereof, shall not apply with respect to Employment Taxes, and Employment Taxes shall be allocated as provided in the Employee Matters Agreement.

(b) Allocation of Tax Deductions in Respect of Equity-Based Awards.

(i) With respect to any Equity-Based Award that (x) is held by an employee of the Arcosa Group, and (y) vests (with respect to an RSA) or is settled (with respect to an RSU or PBRSU) within three (3) years after the Distribution Date:

(A) Trinity (or the relevant member of the Trinity Group) shall be entitled to claim on its Tax Returns the amount of any Income Tax deductions associated with such vesting or settlement multiplied by a percentage calculated by dividing (x) the number of days in the applicable vesting period during which such employee was employed by the Trinity Group by (y) the total number of days in the applicable vesting period during which such employee was employed by the Trinity Group and Arcosa Group; provided, however, that any period of employment with a subsidiary of Trinity prior to the Distribution Date that becomes a subsidiary of Arcosa as of the Distribution Date shall be treated as employment with the Arcosa Group for purposes of this Section 2.03(b)(i) ; and

(B) Arcosa (or the relevant member of the Arcosa Group) shall be entitled to claim on its Tax Returns the remainder of the applicable Income Tax deduction associated with such vesting or settlement as the case may be.

(ii) With respect to any Equity-Based Award that (x) is held by an employee of the Arcosa Group, and (y) vests (with respect to an RSA) or is settled (with respect to an RSU or PBRSU) more than three (3) years after the Distribution Date, Arcosa (or the relevant member of the Arcosa Group) shall be entitled to claim on its Tax Returns the amount of any Income Tax deductions associated with such vesting or settlement as the case may be.

(iii) With respect to any Equity-Based Award that (x) is held by an employee of the Trinity Group, and (y) vests (with respect to an RSA) or is settled (with respect to an RSU or PBRSU) at any time following the Distribution Date (i.e., whether or not such vesting or settlement occurs within three (3) years, or more than three (3) years, after the Distribution Date), Trinity (or the relevant member of the Trinity Group) shall be entitled to claim on its Tax Returns the amount of any Income Tax deductions associated with such vesting or settlement as the case may be.

(c) Treatment of Withholding Taxes and Employment Taxes in Respect of Equity-Based Awards in the Employee Matters Agreement; Reimbursement of Allocable Amount of Employer Portion of Employment Taxes for Certain Equity-Based Awards . Section 4.02(h) of the Employee Matters Agreement shall govern withholding and reporting obligations in respect of Equity-Based Awards originally issued pursuant to the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Third Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan or the Trinity Industries, Inc. 1993 Stock Option and Incentive Plan; provided , however , that in the case of any Equity-Based Award governed by Section 2.03(b)(i) , Trinity shall promptly remit to Arcosa an amount of cash equal to the employer's portion of any employment Taxes due as a result of the vesting (with respect to an RSA) or settlement (with respect to an RSU or PBRSU) of such Equity-Based Award multiplied by the percentage determined under Section 2.03(b)(i)(A) .

(d) Information Sharing . Trinity shall promptly notify Arcosa, and Arcosa shall promptly notify Trinity, regarding the vesting (with respect to an RSA) or settlement (with respect to an RSU or PBRSU) of any Equity-Based Award to the extent that, as a result of such vesting or settlement, a member of the other Group may be entitled to a deduction or required to pay any Tax, or such information otherwise may be relevant to the preparation of any Tax Return or payment of any Tax by such other Group member.

Section 2.04 Determination of Tax Attributable to the Arcosa Group .

(a) Federal Income Tax, State Income Tax, and Foreign Income Tax . For purposes of Section 2.02(a)(i) , the amount of Federal Income Taxes, State Income Taxes, and Foreign Income Taxes attributable to the Arcosa Group shall be as determined by Trinity on a pro forma Arcosa Group return prepared:

(i) including only Tax Attributes and other Tax Items of members of the Arcosa Group that were included in the relevant Joint Return; provided that for the 2017 taxable year and the portion of the 2018 taxable year through the Distribution Date, items of deduction (including interest expense and shared services expense) shall be allocated to the Arcosa Group in accordance with past practice;

(ii) using all elections, accounting methods and conventions used on such Joint Return for such period;

(iii) applying the highest statutory marginal corporate Income Tax rate in effect for such Tax Period; and

(iv) in the case of a Straddle Period, based on a closing of the books method as of the end of the Distribution Date.

(b) Federal Other Tax, State Other Tax, and Foreign Other Tax . For purposes of Section 2.02(a)(i) , the amount of Federal Other Taxes, State Other Taxes, and Foreign Other Taxes, respectively, attributable to the Arcosa Group shall be as determined by Trinity on a pro forma Arcosa Group return prepared:

(i) including only Tax Attributes and other Tax Items of members of the Arcosa Group that were included in the relevant Joint Return;

(ii) using all elections, accounting methods and conventions used on such Joint Return for such period;

(iii) applying the highest applicable Tax rate in effect for such Tax Period; and

(iv) in the case of a Straddle Period, based on a closing of the books method as of the end of the Distribution Date.

(c) Limitation . The amount of Federal Income Taxes, State Income Taxes, Foreign Income Taxes, Federal Other Taxes, State Other Taxes or Foreign Other Taxes attributable to the Arcosa Group for any Tax Period each shall, in each case, not be less than zero. Notwithstanding the foregoing, the amount of Federal Income Taxes, State Income Taxes, Foreign Income Taxes, Federal Other Taxes, State Other Taxes or Foreign Other Taxes attributable to the Arcosa Group under this Section 2.04 with respect to a given Joint Return (including any increase thereof as a result of a Final Determination) may exceed the amount of Taxes actually paid or payable to a Tax Authority by the Trinity Group or the Arcosa Group with respect to such Joint Return (or Final Determination), and Arcosa's liability to the Trinity Group under Section 2.01(b) of this Agreement shall not be limited to the amount of Taxes actually paid or payable to such Tax Authority.

Section 2.05 Arcosa Liability . Arcosa shall be liable for, and shall indemnify and hold harmless the Trinity Group from and against, any liability for:

(a) any Tax resulting from a breach by Arcosa of any covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(b) any Tax-Related Losses for which Arcosa is responsible pursuant to Section 6.04 of this Agreement; and

(c) any liability pursuant to applicable escheat or abandoned property laws arising out of any transaction by any Arcosa Group member occurring after the Distribution Date.

Section 2.06 Trinity Liability . Trinity shall be liable for, and shall indemnify and hold harmless the Arcosa Group from and against, any liability for:

(a) any Tax resulting from a breach by Trinity of any covenant in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(b) any Tax-Related Losses for which Trinity is responsible pursuant to Section 6.04 of this Agreement; and

(c) any liability pursuant to applicable escheat or abandoned property laws arising out of any transaction by any Group member occurring on or before the Distribution Date, and any liability pursuant to applicable escheat or abandoned property laws arising out of any transaction by any Trinity Group member occurring after the Distribution Date.

Section 3. Preparation and Filing of Tax Returns .

Section 3.01 Trinity's Responsibility . Trinity has the exclusive obligation and right to prepare and file, or to cause to be prepared and filed:

(a) All Joint Returns; and

(b) Trinity Separate Returns.

Section 3.02 Arcosa's Responsibility . Arcosa shall prepare and file, or shall cause to be prepared and filed, all Tax Returns required to be filed by or with respect to members of the Arcosa Group other than those Tax Returns which Trinity is required to prepare and file under Section 3.01 or Section 3.03 . The Tax Returns required to be prepared and filed by Arcosa under this Section 3.02 shall include any Arcosa Separate Returns.

Section 3.03 Tax Returns for Transfer Taxes . Tax Returns relating to Transfer Taxes shall be prepared and filed when due (including extensions) by the person obligated to file such Tax Returns under applicable Tax Law. The Companies shall provide, and shall cause their Affiliates to provide, assistance and cooperation to one another in accordance with Section 7 with respect to the preparation and filing of Tax Returns, including providing information required to be provided in Section 7 .

Section 3.04 Tax Reporting Practices .

(a) Trinity General Rule . Except as provided in Section 3.04(c) , Trinity shall prepare any Tax Return which it has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.01 , in accordance with reasonable Tax accounting practices selected by Trinity.

(b) Arcosa General Rule . Except as provided in Section 3.04(c) , with respect to any Tax Return that Arcosa has the obligation and right to prepare and file, or cause to be prepared and filed, under Section 3.02 , such Tax Return shall be prepared in accordance with past practices, accounting methods, elections or conventions (" Past Practices ") used with respect to the Tax Returns in question (unless there is no reasonable basis for the use of such Past Practices), and to the extent any items are not covered by Past Practices (or in the event that there is no reasonable basis for the use of such Past Practices), in accordance with reasonable Tax accounting practices selected by Arcosa.

(c) Reporting of Separation Transactions . The Tax treatment of the Separation Transactions reported on any Tax Return shall be consistent with the treatment thereof in the Ruling Requests, the Tax Opinions and the Rulings, taking into account the jurisdiction in which such Tax Returns are filed, unless there is no reasonable basis for such Tax treatment. Such treatment reported on any Tax Return for which Arcosa is the Responsible Company shall be consistent with that on any Tax Return filed or to be filed by Trinity or any member of the Trinity Group or caused or to be caused to be filed by Trinity, unless there is no reasonable basis for such Tax treatment. In the event that a Company shall determine that there is no reasonable basis for the Tax treatment described in either of the preceding two sentences, such Company shall notify the other Company at least 20 Business Days prior to filing the relevant Tax Return and the Companies shall attempt in good faith to agree on the manner in which the relevant portion of the Separation Transactions shall be reported.

Section 3.05 Consolidated or Combined Tax Returns . Arcosa will elect and join, and will cause its respective Affiliates to elect and join, in filing any Joint Returns that Trinity determines are required to be filed or that Trinity elects to file pursuant to Section 3.01(a) that Arcosa is eligible to file under applicable Tax Law.

Section 3.06 Right to Review Tax Returns .

(a) General . The Responsible Company with respect to any material Tax Return shall make the portion of such Tax Return and related workpapers which are relevant to the determination of the other Company's rights or obligations under this Agreement available for review by the other Company, if requested, to the extent (i) such Tax Return relates to Taxes for which the requesting Company would reasonably be expected to be liable, (ii) the requesting Company would reasonably be expected to be liable in whole or in part for any additional Taxes owing as a result of adjustments to the amount of Taxes reported on such Tax Return, (iii) such Tax Return relates to Taxes for which the requesting Company would reasonably be expected to have a claim for Tax Benefits under this Agreement, or (iv) the requesting Company reasonably determines that it must inspect such Tax Return to confirm compliance with the terms of this Agreement. The Responsible Company shall (i) use its reasonable best efforts to make such portion of such Tax Return available for review as required under this paragraph sufficiently in advance of the due date for filing of such Tax Return to provide the requesting Company with a meaningful opportunity to analyze and comment on such Tax Return and (ii) use reasonable efforts to have such Tax Return modified before filing, taking into account the person responsible for payment of the Tax (if any) reported on such Tax Return and whether the amount of Tax liability allocable to the requesting Company with respect to such Tax Return is material. The Companies shall attempt in good faith to resolve any issues arising out of the review of such Tax Return.

(b) Material Tax Returns . For purposes of Section 3.06(a) , a Tax Return is "material" if it could reasonably be expected to reflect (A) Tax liability equal to or in excess of $3 million, (B) a credit or credits equal to or in excess of $3 million or (C) a loss or losses equal to or in excess of $12 million, in each case with respect to the requesting Company.

Section 3.07 Arcosa Carrybacks and Claims for Refund . Arcosa hereby agrees that, unless Trinity consents in writing, (i) no Adjustment Request with respect to any Tax Return for a Pre-Distribution Period or Straddle Period shall be filed, and (ii) any available elections to waive the right to claim in any Pre-Distribution Period with respect to any Tax Return any Arcosa Carryback arising in a Post-Distribution Period shall be made, and no affirmative election shall be made to claim any such Arcosa Carryback.

Section 3.08 Apportionment of Tax Attributes . Trinity shall use its best efforts, by December 31 of the year following the year of the Distribution, to advise Arcosa in writing of the preliminary amount, if any, of any Tax Attributes, which Trinity reasonably determines shall be allocated or apportioned to the Arcosa Group under applicable law. Arcosa shall have 60 Business Days to review and provide to Trinity written comments on such allocation and apportionment after receipt thereof from Trinity. The Tax departments of Trinity and Arcosa shall negotiate in good faith to resolve any disagreements in respect of the allocation and apportionment within 30 Business Days after Trinity's receipt of any such written comments from Arcosa. If any such disagreements cannot be resolved within such 30 Business Day period, then such disagreements shall be resolved in accordance with the provisions of Section 13.02 through Section 13.04 . If Arcosa does not submit written comments to Trinity within Arcosa's 60 Business Day review and comment period described above, the allocation and apportionment of Tax Attributes as determined by Trinity and delivered to Arcosa pursuant to the first sentence of this Section 3.08 shall be deemed final, subject to final adjustments upon the filing of the final Trinity Federal Consolidated Income Tax Returns that include the Arcosa Group, and Arcosa agrees that it shall not dispute such allocation and apportionment. For the avoidance of doubt, Trinity makes no representation or warranty as to the accuracy or completeness of any such determination. Trinity and all members of the Trinity Group, and Arcosa and all members of the Arcosa Group, shall prepare all Tax Returns in accordance with the final determination of the allocation and apportionment under this Section 3.08 (including, if applicable, under Section 13 ), absent a Final Determination to the contrary in respect of the applicable Tax Attribute. Notwithstanding anything to the contrary contained herein, except in the case of payments for which Trinity is responsible pursuant to Section 5.02 , Trinity shall bear no liability to Arcosa for determinations made by Trinity pursuant to this Section 3.08 if any such determination shall be found or asserted to be inaccurate.

Section 4. Tax Payments .

Section 4.01 Payment of Taxes With Respect to Certain Joint Returns . In the case of any Joint Return:

(a) Computation and Payment of Tax Due . At least five Business Days prior to any Payment Date for any such Tax Return, the Responsible Company shall compute the amount of Tax required to be paid to the applicable Tax Authority (taking into account the requirements of Section 3.04 relating to consistent accounting practices, as applicable) with respect to such Tax Return on such Payment Date. The Responsible Company shall pay such amount to such Tax Authority on or before such Payment Date (and provide notice and proof of payment to the other Company).

(b) Computation and Payment of Liability With Respect To Tax Due . Within 20 Business Days following the earlier of (i) the due date (including extensions) for filing any such Tax Return (excluding any Tax Return with respect to payment of estimated Taxes or Taxes due with a request for extension of time to file) or (ii) the date on which such Tax Return is filed, if Trinity is the Responsible Company, then Arcosa shall pay to Trinity the amount allocable to the Arcosa Group under the provisions of Section 2 , and if Arcosa is the Responsible Company, then Trinity shall pay to Arcosa the amount allocable to the Trinity Group under the provisions of Section 2 , in each case, plus interest computed at the Prime Rate on the amount of the payment based on the number of days from 10 Business Days after the earlier of (i) the due date of the Tax Return (including extensions) or (ii) the date on which such Tax Return is filed, to the date of payment.

(c) Adjustments Resulting in Underpayments . In the case of any adjustment pursuant to a Final Determination with respect to any such Tax Return, the Responsible Company shall pay to the applicable Tax Authority when due any additional Tax due with respect to such Return required to be paid as a result of such adjustment pursuant to a Final Determination. The Responsible Company shall compute the amount attributable to the Arcosa Group in accordance with Section 2 and Arcosa shall pay to Trinity any amount due Trinity (or Trinity shall pay Arcosa any amount due Arcosa) under Section 2 within 20 Business Days from the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company for payment of the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. Any payments required under this Section 4.01(c) shall include interest computed at the Prime Rate based on the number of days from 10 Business Days after the later of (i) the date the additional Tax was paid by the Responsible Company or (ii) the date of receipt of a written notice and demand from the Responsible Company, to the date of the payment under this Section 4.01(c) .

Section 4.02 Payment of Separate Company Taxes . Each Company shall pay, or shall cause to be paid, to the applicable Tax Authority when due all Taxes owed by such Company or a member of such Company's Group with respect to a Separate Return.

Section 4.03 Indemnification Payments .

(a) If any Company (the " Payor ") is required under applicable Tax Law to pay to a Tax Authority a Tax that another Company (the " Required Party ") is liable for under this Agreement, the Required Party shall reimburse the Payor within 20 Business Days of delivery by the Payor to the Required Party of an invoice for the amount due, accompanied by evidence of payment and a statement detailing the Taxes paid and describing in reasonable detail the particulars relating thereto. The reimbursement shall include interest on the Tax payment computed at the Prime Rate based on the number of days from 10 Business Days after the date of delivery by the Payor to the Required Party of such invoice to the date of reimbursement under this Section 4.03 .

(b) All indemnification payments under this Agreement shall be made by Trinity directly to Arcosa and by Arcosa directly to Trinity; provided, however , that if the Companies mutually agree with respect to any such indemnification payment, any member of the Trinity Group, on the one hand, may make such indemnification payment to any member of the Arcosa Group, on the other hand, and vice versa. All indemnification payments shall be treated in the manner described in Section 12.01 .

Section 5. Tax Refunds and Tax Benefits .

Section 5.01 Tax Refunds . Trinity shall be entitled to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Trinity is liable hereunder, Arcosa shall be entitled (subject to the limitations provided in Section 3.07 ) to any refund (and any interest thereon received from the applicable Tax Authority) of Taxes for which Arcosa is liable hereunder and a Company receiving a refund to which another Company is entitled hereunder shall pay over such refund to such other Company within 20 Business Days after such refund is received (together with interest computed at the Prime Rate based on the number of days from 10 Business Days after the date the refund was received to the date the refund was paid over).

Section 5.02 Tax Benefits . If pursuant to a Final Determination any adjustment (including a Transfer Pricing Adjustment) is made, or if a Transfer Pricing Adjustment otherwise occurs, which results in (i) a Tax for which the Trinity Group is liable hereunder (or a reduction in the Tax Attributes of the Trinity Group) and (ii) a corresponding Tax Benefit allowable to a member of the Arcosa Group, Arcosa shall make payment to Trinity within twenty (20) Business Days following such Final Determination, in an amount equal to the present value of such Tax Benefit (including any Tax Benefit made allowable as a result of the payment). If pursuant to a Final Determination any adjustment (including a Transfer Pricing Adjustment) is made, or if a Transfer Pricing Adjustment otherwise occurs, which results in (i) a Tax for which the Arcosa Group is liable hereunder (or a reduction in the Tax Attributes of the Arcosa Group) and (ii) a corresponding Tax Benefit allowable to a member of the Trinity Group, Trinity shall make payment to Arcosa within twenty (20) Business Days following such Final Determination, in an amount equal to the present value of such Tax Benefit (including any Tax Benefit made allowable as a result of the payment). The amount of a Tax Benefit shall be calculated by: (x) using the highest relevant marginal Tax rates in effect at the time of the Final Determination; (y) assuming the relevant benefitting Group member will be liable for such Taxes at such rate and has no Tax Attributes at the time of the Final Determination; and (z) assuming that any such Tax Benefit is used at the earliest date allowable by applicable law. The present value referred to in this Section 5.02 shall be determined using a discount rate equal to the mid-term applicable federal rate in effect at the time of the Final Determination.

Section 6. Tax-Free Status .

Section 6.01 Restrictions on Arcosa .

(a) Arcosa agrees that it will not take or fail to take, or permit any Arcosa Affiliate, as the case may be, to take or fail to take, any action where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters, Tax Opinions or Rulings. Arcosa agrees that it will not take or fail to take, or permit any Arcosa Affiliate, as the case may be, to take or fail to take, any action which adversely affects or could reasonably be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distribution, or (B) the qualification of any Separation Transaction under U.S. federal, state, local or non-U.S. Tax Law as wholly or partially tax-free or tax-deferred (including, but not limited to, those transactions described in any of the Tax Opinions or Rulings received with respect to such Separation Transaction).

(b) Arcosa agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, it will (i) maintain its status as a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, (ii) not engage in any transaction that would result in it ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) of the Code, and (iii) not engage in any transaction or permit an Arcosa Affiliate to engage in any transaction that would result in Arcosa ceasing to be a company engaged in the Active Trade or Business for purposes of Section 355(b)(2) or such other applicable Tax Law, taking into account Section 355(b)(3) of the Code for purposes of clauses (i) through (iii) hereof.

(c) Arcosa agrees that, from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, it will not and will not permit any Arcosa Affiliate engaged in or treated as engaged in the Active Trade or Business to, and will not enter into any agreement to and will not permit any such Arcosa Affiliate to enter into any agreement to, (i) enter into any Proposed Acquisition Transaction or, to the extent Arcosa has the right to prohibit any Proposed Acquisition Transaction, permit any Proposed Acquisition Transaction to occur (whether by (a) redeeming rights under a shareholder rights plan, (b) finding a tender offer to be a "permitted offer" under any such plan or otherwise causing any such plan to be inapplicable or neutralized with respect to any Proposed Acquisition Transaction, (c) approving any Proposed Acquisition Transaction, whether for purposes of Section 203 of the DGCL or any similar corporate statute, any "fair price" or other provision of Arcosa's charter or bylaws, (d) amending its certificate of incorporation to declassify its board of directors or approving any such amendment, or otherwise), (ii) merge or consolidate with any other Person or liquidate or partially liquidate, (iii) in a single transaction or series of transactions sell or transfer (other than sales or transfers of inventory in the ordinary course of business) all or substantially all of the assets that were transferred to Arcosa pursuant to the Contribution or sell or transfer 25% or more of the gross assets of the Active Trade or Business or 25% or more of the consolidated gross assets of Arcosa and its Affiliates (such percentages to be measured based on fair market value as of the initial Distribution Date), (iv) redeem or otherwise repurchase (directly or through an Arcosa Affiliate) any Arcosa stock, or rights to acquire stock, except to the extent such repurchases satisfy Section 4.05(1)(b) of Revenue Procedure 96-30 (as in effect prior to the amendment of such Revenue Procedure by Revenue Procedure 2003-48), (v) amend its certificate of incorporation (or other organizational documents), or take any other action, whether through a stockholder vote or otherwise, affecting the voting rights of Arcosa Capital Stock (including, without limitation, through the conversion of one class of Arcosa Capital Stock into another class of Arcosa Capital Stock) or (vi) take any other action or actions (including any action or transaction that would be reasonably likely to be inconsistent with any representation made in the Representation Letters, Tax Opinions or Rulings) which in the aggregate (and taking into account any other transactions described in this subparagraph (c)) would be reasonably likely to have the effect of causing or permitting one or more persons (whether or not acting in concert) to acquire directly or indirectly stock representing a Fifty-Percent or Greater Interest in Arcosa or otherwise jeopardize the Tax-Free Status, unless prior to taking any such action set forth in the foregoing clauses (i) through (vi), (A) Arcosa shall have requested that Trinity obtain a Ruling from the IRS in accordance with Section 6.03(b) and (d) of this Agreement to the effect that such transaction will not affect the Tax-Free Status and Trinity shall have received such a Ruling in form and substance satisfactory to Trinity in its reasonable discretion, or (B) Arcosa shall provide Trinity with an Unqualified Tax Opinion in form and substance satisfactory to Trinity in its reasonable discretion (and in determining whether an opinion is satisfactory, Trinity may consider, among other factors, the appropriateness of any underlying assumptions and management's representations if used as a basis for the opinion and Trinity may determine that no opinion would be acceptable to Trinity) or (C) Trinity shall have expressly waived in writing the requirement to obtain such Ruling or Unqualified Tax Opinion.

(d) Certain Issuances of Arcosa Capital Stock . If Arcosa proposes to enter into any Section 6.01(d) Acquisition Transaction or, to the extent Arcosa has the right to prohibit any Section 6.01(d) Acquisition Transaction, proposes to permit any Section 6.01(d) Acquisition Transaction to occur, in each case, during the period from the date hereof until the first Business Day after the two-year anniversary of the Distribution Date, Arcosa shall provide Trinity, no later than ten Business Days before the signing of any written agreement with respect to the Section 6.01(d) Acquisition Transaction, with a written description of such transaction (including the type and amount of Arcosa Capital Stock to be issued in such transaction) and a certificate of the board of directors of Arcosa to the effect that the Section 6.01(d) Acquisition Transaction is not a Proposed Acquisition Transaction or any other transaction to which the requirements of Section 6.01(c) apply (a " Board Certificate ").

(e) Gain Recognition Agreements . Prior to any event that may result in recognition or recapture of income (including under any Gain Recognition Agreement) by Trinity or any member of the Trinity Group, Arcosa shall use (and shall cause the members of the Arcosa Group to use) all commercially reasonable efforts to eliminate such gain recognition or recapture of income or otherwise avoid or minimize the impact thereof to the Trinity Group, including by the execution of a Gain Recognition Agreement.

Section 6.02 Restrictions on Trinity . Trinity agrees that it will not take or fail to take, or permit any Trinity Affiliate, as the case may be, to take or fail to take, any action (i) where such action or failure to act would be inconsistent with or cause to be untrue any statement, information, covenant or representation in any Representation Letters, Tax Opinions or Rulings, or (ii) which adversely affects or could reasonably be expected to adversely affect (A) the Tax-Free Status of the Contribution and the Distribution, or (B) the qualification of any Separation Transaction under U.S. federal, state, local or non-U.S. Tax Law as tax free (including, but not limited to, those transactions described in any of the Tax Opinions or Rulings received with respect to such Separation Transaction) from so qualifying; provided, however , that this Section 6.02 shall not be construed as obligating Trinity to consummate the Distribution nor shall it be construed as preventing Trinity from terminating the Separation and Distribution Agreement pursuant to Section 10.10 thereof. For avoidance of doubt, Arcosa's sole recourse for violations of this Section 6.02 shall be as set forth in Section 6.04(b) .

Section 6.03 Procedures Regarding Opinions and Rulings .

(a) If Arcosa notifies Trinity that it desires to take one of the actions described in clauses (i) through (vi) of Section 6.01(c) (a " Notified Action "), Trinity and Arcosa shall reasonably cooperate to attempt to obtain the Ruling or Unqualified Tax Opinion referred to in Section 6.01(c) , unless Trinity shall have waived the requirement to obtain such Ruling or Unqualified Tax Opinion; provided that seeking any Ruling shall require the consent of Trinity, such consent not to be unreasonably withheld.

(b) Rulings or Unqualified Tax Opinions at Arcosa's Request . Trinity agrees that at the reasonable request of Arcosa pursuant to Section 6.01(c) , Trinity shall cooperate with Arcosa and use reasonable efforts to seek to obtain, as expeditiously as possible, a Ruling from the IRS or an Unqualified Tax Opinion for the purpose of permitting Arcosa to take the Notified Action; provided that seeking any Ruling shall require the consent of Trinity, such consent not to be unreasonably withheld. Further, in no event shall Trinity be required to file any Ruling Request under this Section 6.03(b) unless Arcosa represents that (A) it has read the Ruling Request, and (B) all information and representations, if any, relating to any member of the Arcosa Group, contained in the Ruling Request documents are (subject to any qualifications therein) true, correct and complete. Arcosa shall reimburse Trinity for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of Trinity Group personnel, incurred by the Trinity Group in obtaining a Ruling or Unqualified Tax Opinion requested by Arcosa within ten Business Days after receiving an invoice from Trinity therefor; provided that Arcosa shall not be required to reimburse Trinity for such Trinity Group personnel expenses except to the extent that the aggregate amount of such personnel expenses exceeds $10,000 or the aggregate time spent by Trinity Group personnel in connection with such cooperation exceeds 50 hours.

(c) Rulings or Unqualified Tax Opinions at Trinity's Request . Trinity shall have the right to obtain a Ruling or an Unqualified Tax Opinion at any time in its sole and absolute discretion. If Trinity determines to obtain a Ruling or an Unqualified Tax Opinion, Arcosa shall (and shall cause each Affiliate of Arcosa to) cooperate with Trinity and take any and all actions reasonably requested by Trinity in connection with obtaining the Ruling or Unqualified Tax Opinion (including, without limitation, by making any representation or covenant or providing any materials or information requested by the IRS or Tax Advisor; provided that Arcosa shall not be required to make (or cause any Affiliate of Arcosa to make) any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). Trinity shall reimburse Arcosa for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of Arcosa Group personnel, incurred by the Arcosa Group in connection with such cooperation within ten Business Days after receiving an invoice from Arcosa therefor; provided that Trinity shall not be required to reimburse Arcosa for such Arcosa Group personnel expenses except to the extent that the aggregate amount of such personnel expenses exceeds $10,000 or the aggregate time spent by Arcosa Group personnel in connection with such cooperation exceeds 50 hours.

(d) Arcosa hereby agrees that Trinity shall have sole and exclusive control over the process of obtaining any Ruling, and that only Trinity shall apply for a Ruling. In connection with obtaining a Ruling pursuant to Section 6.03(b) , (A) Trinity shall keep Arcosa informed in a timely manner of all material actions taken or proposed to be taken by Trinity in connection therewith; (B) Trinity shall (1) reasonably in advance of the submission of any Ruling Request documents provide Arcosa with a draft copy thereof, (2) reasonably consider Arcosa's comments on such draft copy, and (3) provide Arcosa with a final copy; and (C) Trinity shall provide Arcosa with notice reasonably in advance of, and Arcosa shall have the right to attend, any formally scheduled meetings with the IRS (subject to the approval of the IRS) that relate to such Ruling. Neither Arcosa nor any Arcosa Affiliate directly or indirectly controlled by Arcosa shall seek any guidance from the IRS or any other Tax Authority (whether written, verbal or otherwise) at any time concerning the Contribution or the Distribution (including the impact of any transaction on the Contribution or the Distribution).

Section 6.04 Liability for Tax-Related Losses .

(a) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary (and in each case regardless of whether a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) may have been provided), subject to Section 6.04(c) , Arcosa shall be responsible for, and shall indemnify and hold harmless Trinity and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of Arcosa's stock and/or its or its subsidiaries' assets by any means whatsoever by any Person, (B) any negotiations, understandings, agreements or arrangements by Arcosa with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Arcosa representing a Fifty-Percent or Greater Interest therein, (C) any action or failure to act by Arcosa after the Distribution (including, without limitation, any amendment to Arcosa's certificate of incorporation (or other organizational documents), whether through a stockholder vote or otherwise) affecting the voting rights of Arcosa stock (including, without limitation, through the conversion of one class of Arcosa Capital Stock into another class of Arcosa Capital Stock), (D) any act or failure to act by Arcosa or any Arcosa Affiliate described in Section 6.01 (regardless whether such act or failure to act may be covered by a Ruling, Unqualified Tax Opinion or waiver described in clause (A), (B) or (C) of Section 6.01(c) , or a Board Certificate described in Section 6.01(d) ) or (E) any breach by Arcosa of its agreement and representation set forth in Section 6.01(a) .

(b) Notwithstanding anything in this Agreement or the Separation and Distribution Agreement to the contrary, subject to Section 6.04(c) , Trinity shall be responsible for, and shall indemnify and hold harmless Arcosa and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of any Tax-Related Losses that are attributable to, or result from any one or more of the following: (A) the acquisition (other than pursuant to the Contribution or the Distribution) of all or a portion of Trinity's stock and/or its assets by any means whatsoever by any Person, (B) any negotiations, agreements or arrangements by Trinity with respect to transactions or events (including, without limitation, stock issuances, pursuant to the exercise of stock options or otherwise, option grants, capital contributions or acquisitions, or a series of such transactions or events) that cause the Distribution to be treated as part of a plan pursuant to which one or more Persons acquire directly or indirectly stock of Trinity representing a Fifty-Percent or Greater Interest therein, or (C) any act or failure to act by Trinity or a member of the Trinity Group described in Section 6.02 or any breach by Trinity of its agreement and representation set forth in Section 6.02 , limited, in each case, to Tax-Related Losses arising from Taxes of the Trinity Group for which an Arcosa Entity is found jointly, severally or secondarily liable pursuant to the provisions of Treasury Regulations Section 1.1502-6 (or similar provisions of state, local or foreign Tax Law).

(c)

(i) To the extent that any Tax-Related Loss is subject to indemnity under both Sections 6.04(a) and (b) , responsibility for such Tax-Related Loss shall be shared by Trinity and Arcosa according to relative fault.

(ii) Notwithstanding anything in Section 6.04(b) or (c)(i) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary:

(A) with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Trinity) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Arcosa (or any Arcosa Affiliate) by any means whatsoever by any Person or any action or failure to act by Arcosa affecting the voting rights of Arcosa stock, Arcosa shall be responsible for, and shall indemnify and hold harmless Trinity and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss; and

(B) for purposes of calculating the amount and timing of any Tax-Related Loss for which Arcosa is responsible under this Section 6.04 , Tax-Related Losses shall be calculated by assuming that Trinity, the Trinity Affiliated Group and each member of the Trinity Group (I) pay Tax at the highest marginal corporate Tax rates in effect in each relevant taxable year and (II) have no Tax Attributes in any relevant taxable year.

(iii) Notwithstanding anything in Section 6.04(a) or (c)(i) or any other provision of this Agreement or the Separation and Distribution Agreement to the contrary, with respect to (I) any Tax-Related Loss resulting from Section 355(e) of the Code (other than as a result of an acquisition of a Fifty-Percent or Greater Interest in Arcosa) and (II) any other Tax-Related Loss resulting (for the absence of doubt, in whole or in part) from an acquisition after the Distribution of any stock or assets of Trinity (or any Trinity Affiliate) by any means whatsoever by any Person, Trinity shall be responsible for, and shall indemnify and hold harmless Arcosa and its Affiliates and each of their respective officers, directors and employees from and against, one hundred percent (100%) of such Tax-Related Loss.

(d) Arcosa shall pay Trinity the amount of any Tax-Related Losses for which Arcosa is responsible under this Section 6.04 : (A) in the case of Tax-Related Losses described in clause (i) of the definition of Tax-Related Losses no later than twenty Business Days prior to the date Trinity files, or causes to be filed, the applicable Tax Return for the year of the Contribution or Distribution, as applicable (the " Filing Date ") (provided that if such Tax-Related Losses arise pursuant to a Final Determination described in clause (i), (ii) or (iii) of the definition of "Final Determination", then Arcosa shall pay Trinity no later than twenty Business Days after the date of such Final Determination with interest calculated at the Prime Rate plus two percent, compounded semiannually, from the date that is two Business Days prior to the Filing Date through the date of such Final Determination) and (B) in the case of Tax-Related Losses described in clause (ii) or (iii) of the definition of Tax-Related Losses, no later than twenty Business Days after the date Trinity pays such Tax-Related Losses. Trinity shall pay Arcosa the amount of any Tax-Related Losses (described in clause (ii) or (iii) of the definition of Tax-Related Loss) for which Trinity is responsible under this Section 6.04 no later than twenty Business Days after the date Arcosa pays such Tax-Related Losses.

(e) To the extent that neither Trinity nor Arcosa would be responsible for a Tax-Related Loss pursuant to Section 6.04(a) , Section 6.04(b) or Section 6.04(c) , responsibility for such Tax-Related Loss shall be shared by Trinity and Arcosa in accordance with Trinity's and Arcosa's relative market capitalizations as of the Distribution Date (determined based upon the average trading prices of Trinity and Arcosa during the ten trading days beginning on the Distribution Date).

Section 7. Assistance and Cooperation .

Section 7.01 Assistance and Cooperation .

(a) The Companies shall cooperate (and cause their respective Affiliates to cooperate) with each other and with each other's agents, including accounting firms and legal counsel, in connection with Tax matters relating to the Companies and their Affiliates including (i) preparation and filing of Tax Returns, (ii) determining the liability for and amount of any Taxes due (including estimated Taxes) or the right to and amount of any refund of Taxes, (iii) examinations of Tax Returns, and (iv) any administrative or judicial proceeding in respect of Taxes. Such cooperation shall include making all information and documents in their possession relating to the other Company and its Affiliates available to such other Company as provided in Section 8 . Each of the Companies shall also make available to the other, as reasonably requested and available, personnel (including officers, directors, employees and agents of the Companies or their respective Affiliates) responsible for preparing, maintaining, and interpreting information and documents relevant to Taxes, and personnel reasonably required as witnesses or for purposes of providing information or documents in connection with any administrative or judicial proceedings relating to Taxes. In the event that a member of the Trinity Group, on the one hand, or a member of the Arcosa Group, on the other hand, suffers a Tax detriment as a result of a Transfer Pricing Adjustment, the Companies shall cooperate pursuant to this Section 7 to seek any competent authority relief that may be available with respect to such Transfer Pricing Adjustment. Arcosa shall cooperate with Trinity and take any and all actions reasonably requested by Trinity in connection with obtaining the Tax Opinions or the Rulings (including, without limitation, by making any new representation or covenant, confirming any previously made representation or covenant or providing any materials or information requested by any Tax Advisor or Tax Authority; provided that, Arcosa shall not be required to make or confirm any representation or covenant that is inconsistent with historical facts or as to future matters or events over which it has no control). The requesting Company shall reimburse the other Company for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of the other Group's personnel, incurred by the cooperating Group in complying with this Section 7.01(a) within ten Business Days after receiving an invoice from the cooperating Company therefor; provided that neither Company shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds 50 hours. The Transition Services Agreement, dated as of October 31, 2018, by and between Trinity and Arcosa, and the schedules thereto, shall govern the payment for inter-Group support and services in respect of Tax items expressly provided for therein, and the preceding sentence shall not apply with respect to such Tax items.

(b) Any information or documents provided under this Section 7 shall be kept confidential by the Company receiving the information or documents, except as may otherwise be necessary in connection with the filing of Tax Returns or in connection with any administrative or judicial proceedings relating to Taxes. Notwithstanding any other provision of this Agreement or any other agreement, (i) neither Trinity nor any Trinity Affiliate shall be required to provide Arcosa or any Arcosa Affiliate or any other Person access to or copies of any information, documents or procedures (including the proceedings of any Tax Contest) other than information, documents or procedures that relate to Arcosa, the business or assets of Arcosa or any Arcosa Affiliate and (ii) in no event shall Trinity or any Trinity Affiliate be required to provide Arcosa, any Arcosa Affiliate or any other Person access to or copies of any information or documents if such action could reasonably be expected to result in the waiver of any Privilege. In addition, in the event that Trinity determines that the provision of any information or documents to Arcosa or any Arcosa Affiliate could be commercially detrimental, violate any law or agreement or waive any Privilege, the Companies shall use reasonable best efforts to permit compliance with its obligations under this Section 7 in a manner that avoids any such harm or consequence.

Section 7.02 Income Tax Return Information . Arcosa and Trinity acknowledge that time is of the essence in relation to any request for information, assistance or cooperation made by Trinity or Arcosa pursuant to Section 7.01 or this Section 7.02 . Arcosa and Trinity acknowledge that failure to conform to the reasonable deadlines set by Trinity or Arcosa could cause irreparable harm. Each Company shall provide to the other Company information and documents relating to its Group required by the other Company to prepare Tax Returns, including, but not limited to, any pro forma returns required by the Responsible Company for purposes of preparing such Tax Returns. Any information or documents the Responsible Company requires to prepare such Tax Returns shall be provided in such form as the Responsible Company reasonably requests and at or prior to the time reasonably specified by the Responsible Company so as to enable the Responsible Company to file such Tax Returns on a timely basis.

Section 7.03 Reliance by Trinity . If any member of the Arcosa Group supplies information to a member of the Trinity Group in connection with a Tax liability and an officer of a member of the Trinity Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Trinity Group identifying the information being so relied upon, the chief financial officer of Arcosa (or any officer of Arcosa as designated by the chief financial officer of Arcosa) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 7.04 Reliance by Arcosa . If any member of the Trinity Group supplies information to a member of the Arcosa Group in connection with a Tax liability and an officer of a member of the Arcosa Group signs a statement or other document under penalties of perjury in reliance upon the accuracy of such information, then upon the written request of such member of the Arcosa Group identifying the information being so relied upon, the chief financial officer of Trinity (or any officer of Trinity as designated by the chief financial officer of Trinity) shall certify in writing that to his or her knowledge (based upon consultation with appropriate employees) the information so supplied is accurate and complete.

Section 8. Tax Records .

Section 8.01 Retention of Tax Records . Each Company shall preserve and keep all Tax Records exclusively relating to the assets and activities of its Group for Pre-Distribution Periods, and Trinity shall preserve and keep all other Tax Records relating to Taxes of the Groups for Pre-Distribution Tax Periods, for so long as the contents thereof may become material in the administration of any matter under the Code or other applicable Tax Law, but in any event until the later of (i) two years after the expiration of any applicable statutes of limitations, or (ii) ten years after the Distribution Date (such later date, the " Retention Date "). After the Retention Date, each Company may dispose of such Tax Records upon 60 Business Days' prior written notice to the other Company. If, prior to the Retention Date, (a) a Company reasonably determines that any Tax Records which it would otherwise be required to preserve and keep under this Section 8 are no longer material in the administration of any matter under the Code or other applicable Tax Law and the other Company agrees, then such first Company may dispose of such Tax Records upon 60 Business Days' prior notice to the other Company. Any notice of an intent to dispose given pursuant to this Section 8.01 shall include a list of the Tax Records to be disposed of describing in reasonable detail each file, book, or other record accumulation being disposed. The notified Company shall have the opportunity, at its cost and expense, to copy or remove, within such 60 Business Day period, all or any part of such Tax Records. If, at any time prior to the Retention Date, Arcosa determines to decommission or otherwise discontinue any computer program or information technology system used to access or store any Tax Records, then Arcosa may decommission or discontinue such program or system upon 90 days' prior notice to Trinity and Trinity shall have the opportunity, at its cost and expense, to copy, within such 60 Business Day period, all or any part of the underlying data relating to the Tax Records accessed by or stored on such program or system.

Section 8.02 Access to Tax Records . The Companies and their respective Affiliates shall make available to each other for inspection and copying during normal business hours upon reasonable notice all Tax Records (and, for the avoidance of doubt, any pertinent underlying data accessed or stored on any computer program or information technology system) in their possession and shall permit the other Company and its Affiliates, authorized agents and representatives and any representative of a Tax Authority or other Tax auditor direct access during normal business hours upon reasonable notice to any computer program or information technology system used to access or store any Tax Records, in each case to the extent reasonably required by the other Company in connection with the preparation of Tax Returns or financial accounting statements, audits, litigation, or the resolution of items under this Agreement. The Company (and any of its Affiliates) seeking access to such Tax Records shall reimburse the other Company for all third-party and other reasonable costs and expenses, including $200 per hour for expenses relating to the utilization of the other Group's personnel, incurred by the cooperating Group in complying with this Section 8.02 within ten Business Days after receiving an invoice from the cooperating Company therefor; provided that neither Company shall be required to reimburse the other for such personnel expenses except to the extent that the aggregate amount of such cooperating Group personnel expenses exceeds $10,000 or the aggregate time spent by the cooperating Group personnel in connection with such cooperation exceeds 50 hours.

Section 8.03 Preservation of Privilege . No member of the Arcosa Group shall provide access to, copies of, or otherwise disclose to any Person any documentation relating to Taxes existing prior to the Distribution Date to which Privilege may reasonably be asserted without the prior written consent of Trinity, such consent not to be unreasonably withheld.

Section 9. Tax Contests .

Section 9.01 Notice . Each of the Companies shall provide prompt notice to the other Company of any written communication from a Tax Authority regarding any pending Tax audit, assessment or proceeding or other Tax Contest of which it becomes aware related to Taxes for Tax Periods for which it is indemnified by the other Company hereunder or for which it may be required to indemnify the other Company hereunder. Such notice shall attach copies of the pertinent portion of any written communication from a Tax Authority and contain factual information (to the extent known) describing any asserted Tax liability in reasonable detail and shall be accompanied by copies of any notice and other documents received from any Tax Authority in respect of any such matters. If an indemnified Company has knowledge of an asserted Tax liability with respect to a matter for which it is to be indemnified hereunder and such Company fails to give the indemnifying Company prompt notice of such asserted Tax liability and the indemnifying Company is entitled under this Agreement to contest the asserted Tax liability, then (i) if the indemnifying Company is precluded from contesting the asserted Tax liability in any forum as a result of the failure to give prompt notice, the indemnifying Company shall have no obligation to indemnify the indemnified Company for any Taxes arising out of such asserted Tax liability, and (ii) if the indemnifying Company is not precluded from contesting the asserted Tax liability in any forum, but such failure to give prompt notice results in a material monetary detriment to the indemnifying Company, then any amount which the indemnifying Company is otherwise required to pay the indemnified Company pursuant to this Agreement shall be reduced by the amount of such detriment.

Section 9.02 Control of Tax Contests .

(a) Separate Returns . In the case of any Tax Contest with respect to any Separate Return, the Company having liability for the Tax pursuant to Section 2 hereof shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 9.02(c) and (d) below.

(b) Joint Return . In the case of any Tax Contest with respect to any Joint Return, Trinity shall have exclusive control over the Tax Contest, including exclusive authority with respect to any settlement of such Tax liability, subject to Sections 9.02(c) and (d) below.

(c) Settlement Rights . The Controlling Party shall have the sole right to contest, litigate, compromise and settle any Tax Contest without obtaining the prior consent of the Non-Controlling Party. Unless waived by the Companies in writing, in connection with any potential adjustment in a Tax Contest as a result of which adjustment the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement: (i) the Controlling Party shall keep the Non-Controlling Party informed in a timely manner of all actions taken or proposed to be taken by the Controlling Party with respect to such potential adjustment in such Tax Contest; (ii) the Controlling Party shall timely provide the Non-Controlling Party copies of any written materials relating to such potential adjustment in such Tax Contest received from any Tax Authority; (iii) the Controlling Party shall timely provide the Non-Controlling Party with copies of any correspondence or filings submitted to any Tax Authority or judicial authority in connection with such potential adjustment in such Tax Contest; (iv) the Controlling Party shall consult with the Non-Controlling Party and offer the Non-Controlling Party a reasonable opportunity to comment before submitting any written materials prepared or furnished in connection with such potential adjustment in such Tax Contest; and (v) the Controlling Party shall defend such Tax Contest diligently and in good faith. The failure of the Controlling Party to take any action specified in the preceding sentence with respect to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party. In the case of any Tax Contest described in Section 9.02(a) or (b) , " Controlling Party " means the Company entitled to control the Tax Contest under such Section and " Non-Controlling Party " means the other Company.

(d) Tax Contest Participation . Unless waived by the Companies in writing, the Controlling Party shall provide the Non-Controlling Party with written notice reasonably in advance of, and the Non-Controlling Party shall have the right to attend, any formally scheduled meetings with Tax Authorities or hearings or proceedings before any judicial authorities in connection with any potential adjustment in a Tax Contest pursuant to which the Non-Controlling Party may reasonably be expected to become liable to make any indemnification payment to the Controlling Party under this Agreement. The failure of the Controlling Party to provide any notice specified in this Section 9.02(d) to the Non-Controlling Party shall not relieve the Non-Controlling Party of any liability and/or obligation which it may have to the Controlling Party under this Agreement except to the extent that the Non-Controlling Party was actually harmed by such failure, and in no event shall such failure relieve the Non-Controlling Party from any other liability or obligation which it may have to the Controlling Party.

(e) Power of Attorney . Each member of the Arcosa Group shall execute and deliver to Trinity (or such member of the Trinity Group as Trinity shall designate) any power of attorney or other similar document reasonably requested by Trinity (or such designee) in connection with any Tax Contest (as to which Trinity is the Controlling Party) described in this Section 9 . Each member of the Trinity Group shall execute and deliver to Arcosa (or such member of the Arcosa Group as Arcosa shall designate) any power of attorney or other similar document requested by Arcosa (or such designee) in connection with any Tax Contest (as to which Arcosa is the Controlling Party) described in this Section 9 .

Section 10. Effective Date . This Agreement shall be effective as of the date hereof.

Section 11. Survival of Obligations . The representations, warranties, covenants and agreements set forth in this Agreement shall be unconditional and absolute and shall remain in effect without limitation as to time.

Section 12. Treatment of Payments .

Section 12.01 Treatment of Tax Indemnity Payments . In the absence of any change in Tax treatment under the Code or except as otherwise required by other applicable Tax Law, any Tax indemnity payments made by a Company under this Agreement shall be reported for Tax purposes by the payor and the recipient as distributions or capital contributions, as appropriate, occurring immediately before the Distribution (but only to the extent the payment does not relate to a Tax allocated to the payor in accordance with Section 1552 of the Code or the regulations thereunder or Treasury Regulations Section 1.1502-33(d) (or under corresponding principles of other applicable Tax Laws)) or as payments of an assumed or retained liability. Except to the extent provided in Section 12.02 , any Tax indemnity payment made by a Company under this Agreement shall be increased as necessary so that after making all payments in respect to Taxes imposed on or attributable to such indemnity payment, the recipient Company receives an amount equal to the sum it would have received had no such Taxes been imposed. For the avoidance of doubt, all payments made pursuant to this Agreement shall be between Trinity and Arcosa (and no other Group companies).

Section 12.02 Interest Under This Agreement . Anything herein to the contrary notwithstanding, to the extent one Company (" Indemnitor ") makes a payment of interest to another Company (" Indemnitee ") under this Agreement with respect to the period from the date that the Indemnitee made a payment of Tax to a Tax Authority to the date that the Indemnitor reimbursed the Indemnitee for such Tax payment, the interest payment shall be treated as interest expense to the Indemnitor (deductible to the extent provided by law) and as interest income by the Indemnitee (includible in income to the extent provided by law). The amount of the payment shall not be adjusted to take into account any associated Tax Benefit to the Indemnitor or increase in Tax to the Indemnitee.

Section 13. Disagreements .

Section 13.01 Discussion . The Companies mutually desire that friendly collaboration will continue between them. Accordingly, they will try, and they will cause their respective Group members to try, to resolve in an amicable manner all disagreements and misunderstandings connected with their respective rights and obligations under this Agreement, including any amendments hereto. In furtherance thereof, in the event of any dispute or disagreement between any member of the Trinity Group and any member of the Arcosa Group as to the interpretation of any provision of this Agreement or the performance of obligations hereunder (a " Dispute "), a Company's Tax department must provide written notice of such Dispute (" Dispute Notice "). Within thirty (30) days of receipt by a Company of a Dispute Notice, the receiving Company's Tax department shall submit to the other Company's Tax department a written response. The Dispute Notice and the response shall each include a statement of the Company's position, a general summary of the arguments (including relevant facts and circumstances) supporting that position, the name and title of the Company's representatives who will represent the Company and any other person(s) in negotiation of the Dispute. The Tax departments of the Companies shall negotiate in good faith to resolve the Dispute.

Section 13.02 Escalation . If such good faith negotiations do not resolve the Dispute within forty-five (45) days from the time of receipt of the response to the Dispute Notice and the forty-five (45) day period is not extended by mutual written consent, then the Chief Financial Officers of the Companies shall enter into negotiations for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Companies in writing, exceed thirty (30) days from the 45th day noted above, if and as extended by mutual agreement of the Companies, as provided for in Section 8.1 of the Separation and Distribution Agreement. If such good faith negotiations between the Chief Financial Officers do not resolve the Dispute within such period, then the Chief Executive Officers of the Companies shall enter into negotiations for a reasonable period of time to settle such Dispute; provided, however, that such reasonable period shall not, unless otherwise agreed by the Companies in writing, exceed thirty (30) days from the 30th day noted above, if and as extended by mutual agreement of the Companies, as provided for in Section 8.1 of the Separation and Distribution Agreement. Except as expressly provided herein, Disputes hereunder shall not be subject to the dispute resolution procedures set forth in the Separation and Distribution Agreement.

Section 13.03 Referral to Tax Advisor . If the Companies are not able to resolve the Dispute through the escalation process referred to above, then the matter will be referred to a Tax Advisor acceptable to each of the Companies to act as an arbitrator in order to resolve the Dispute. In the event that the Companies are unable to agree upon a Tax Advisor within 15 Business Days following the completion of the escalation process, the Companies shall each separately retain an independent, nationally recognized law or accounting firm (each, a " Preliminary Tax Advisor "), which Preliminary Tax Advisors shall jointly select a Tax Advisor on behalf of the Companies to act as an arbitrator in order to resolve the Dispute. The Tax Advisor may, in its discretion, obtain the services of any third-party appraiser, accounting firm or consultant that the Tax Advisor deems necessary to assist it in resolving such disagreement. The Tax Advisor shall furnish written notice to the Companies of its resolution of any such Dispute as soon as practical, but in any event no later than 30 Business Days after its acceptance of the matter for resolution. Any such resolution by the Tax Advisor will be final and binding on the Companies. Following receipt of the Tax Advisor's written notice to the Companies of its resolution of the Dispute, the Companies shall each take or cause to be taken any action necessary to implement such resolution of the Tax Advisor. Each Company shall pay its own fees and expenses (including the fees and expenses of its representatives) incurred in connection with the referral of the matter to the Tax Advisor (and the Preliminary Tax Advisors, if any). All fees and expenses of the Tax Advisor (and the Preliminary Tax Advisors, if any) in connection with such referral shall be shared equally by the Companies.

Section 13.04 Injunctive Relief . Nothing in this Section 13 will prevent either Company from seeking injunctive or other similar equitable relief if any delay resulting from the efforts to resolve the Dispute through the process set forth above could result in serious and irreparable injury to either Company. Notwithstanding anything to the contrary in this Agreement, Trinity and Arcosa are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of Trinity and Arcosa will cause its respective Group members not to commence any dispute resolution procedure other than through such Company as provided in this Section 13 .

Section 14. Late Payments . Any amount owed by one Company to another Company under this Agreement which is not paid when due shall bear interest at the Prime Rate plus two percent, compounded semiannually, from the due date of the payment to the date paid. To the extent interest required to be paid under this Section 14 duplicates interest required to be paid under any other provision of this Agreement, interest shall be computed at the higher of the interest rate provided under this Section 14 or the interest rate provided under such other provision.

Section 15. Expenses . Except as otherwise provided in this Agreement, each Company and its Affiliates shall bear their own expenses incurred in connection with preparation of Tax Returns, Tax Contests, and other matters related to Taxes under the provisions of this Agreement.

Section 16. General Provisions .

Section 16.01 Addresses and Notices . All notices, requests, claims, demands and other communications under this Agreement as between the Companies shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Companies at the following addresses (or at such other address for a Company as shall be specified in a notice given in accordance with this Section 16.01 ).

If to Trinity :

Trinity Industries, Inc.

2525 N. Stemmons Freeway

Dallas, Texas 75207-2401

Attn: General Counsel

If to Arcosa :

Arcosa, Inc.

500 North Akard St, Suite 400

Dallas, TX 75201

Attn: General Counsel

A Company may change the address for receiving notices under this Agreement by providing written notice of the change of address to the other Company.

Section 16.02 Binding Effect . This Agreement shall be binding upon and inure to the benefit of the Companies and their successors and assigns.

Section 16.03 Waiver . The Companies may waive a provision of this Agreement only by a writing signed by the Company intended to be bound by the waiver. A Company is not prevented from enforcing any right, remedy or condition in the Company's favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction of any condition, except to the extent that the Company specifically waives the same in writing. A written waiver given for one matter or occasion is effective only in that instance and only for the purpose stated. A waiver once given is not to be construed as a waiver for any other matter or occasion. Any enumeration of a Company's rights and remedies in this Agreement is not intended to be exclusive, and a Company's rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

Section 16.04 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 16.05 Authority . Each of the Companies represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and general equity principles.

Section 16.06 Further Action . The Companies shall execute and deliver all documents, provide all information, and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement, including the execution and delivery to the other Company and its Affiliates and representatives of such powers of attorney or other authorizing documentation as is reasonably necessary or appropriate in connection with Tax Contests (or portions thereof) under the control of such other Company in accordance with Section 9 .

Section 16.07 Integration . This Agreement contains the entire agreement between the Companies with respect to the subject matter hereof and supersedes all other agreements, whether or not written, in respect of any Tax between or among any member or members of the Trinity Group, on the one hand, and any member or members of the Arcosa Group, on the other hand. All such other agreements shall be of no further effect between the Companies and any rights or obligations existing thereunder shall be fully and finally settled, calculated as of the date hereof. In the event of any inconsistency between this Agreement and the Separation and Distribution Agreement or any of the Transfer Documents (as defined in the Separation and Distribution Agreement), or any other agreements relating to the transactions contemplated by the Separation and Distribution Agreement, with respect to the subject matter hereof, the provisions of this Agreement shall control.

Section 16.08 Construction . The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and shall not be strictly construed for or against either Company. The captions, titles and headings included in this Agreement are for convenience only, and do not affect this Agreement's construction or interpretation. Unless otherwise indicated, all "Section" references in this Agreement are to sections of this Agreement. References in this Agreement to any gender include references to all genders, and references to the singular include references to the plural and vice versa. Unless the context otherwise requires, the words "include", "includes" and "including" when used in this Agreement shall be deemed to be followed by the phrase "without limitation". Unless the context otherwise requires, the words "hereof", "hereby" and "herein" and words of similar meaning when used in this Agreement refer to this Agreement in its entirety and not to any particular Article, Section or provision of this Agreement. The words "written request" when used in this Agreement shall include email. Reference in this Agreement to any time shall be to Dallas, Texas time unless otherwise expressly provided herein.

Section 16.09 No Double Recovery . No provision of this Agreement shall be construed to provide an indemnity or other recovery for any costs, damages, or other amounts for which the damaged party has been fully compensated under any other provision of this Agreement or under any other agreement or action at law or equity. Unless expressly required in this Agreement, a Company shall not be required to exhaust all remedies available under other agreements or at law or equity before recovering under the remedies provided in this Agreement.

Section 16.10 Counterparts . This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and, shall become effective when one or more such counterparts have been signed by each of the Companies and delivered to the other Company. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 16.11 Governing Law . This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 16.12 Jurisdiction . Except as expressly contemplated by another provision of this Agreement, each of the Companies hereto agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Companies hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the "Delaware Courts"). Each of the Companies further agrees that delivery of notice or document by United States registered mail to such Party's respective address set forth in Section 16.01 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 16.12 shall be effective only pursuant to service on a Company's registered agent for service of process. Each of the Companies irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 16.13 Waiver of Jury Trial . SUBJECT TO SECTION 13, EACH OF THE COMPANIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE COMPANIES, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE COMPANIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER COMPANY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER COMPANY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND THAT NO COMPANY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY COMPANY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 16.13 .

Section 16.14 Amendment . The Companies may amend this Agreement only by a written agreement signed by each party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

Section 16.15 Subsidiaries . If, at any time, Arcosa acquires or creates one or more subsidiaries that are includable in the Arcosa Group, they shall be subject to this Agreement and all references to the Arcosa Group herein shall thereafter include a reference to such subsidiaries. If, at any time, Trinity acquires or creates one or more subsidiaries that are includable in the Trinity Group, they shall be subject to this Agreement and all references to the Trinity Group herein shall thereafter include a reference to such subsidiaries.

Section 16.16 Successors . This Agreement shall be binding on and inure to the benefit of any successor by merger, acquisition of assets, or otherwise, to either Company (including but not limited to any successor of Trinity or Arcosa succeeding to the Tax attributes of either under Section 381 of the Code), to the same extent as if such successor had been an original party to this Agreement.

Section 16.17 Injunctions . The Companies agree that irreparable damage would occur in the event that the provisions of this Agreement, including Section 6.01 , were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Companies shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any dispute resolution in accordance with Section 13, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, including an injunction or injunctions to prevent breaches of the provisions of this Agreement, including Section 6.01 , and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 16.18 No Reliance on Other Company . The Companies represent to each other that this Agreement is entered into with full consideration of any and all rights which the Companies may have. The Companies have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Companies are not relying upon any representations or statements made by the other Company, or such other Company's employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Companies are not relying upon a legal duty, if one exists, on the part of the other Company (or such other Company's employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that neither Company shall ever assert any failure to disclose information on the part of the other Company as a ground for challenging this Agreement or any provision hereof.

Section 16.19 Consequential Damages . In no event shall Trinity, Arcosa or their respective Affiliates, officers, directors, employees or other agents be liable under this Agreement for any punitive, exemplary, special, incidental, indirect or consequential damages of any kind or nature, and in no event shall Trinity, Arcosa or any of their respective Affiliates, officers, directors, employees or other agents be liable under this Agreement for lost profits, opportunity costs, diminution in value or damages based upon a multiple of earnings or similar financial measure, even if under applicable law such lost profits, opportunity costs, diminution in value, or such damages would not be considered consequential or special damages; provided, however , that, for the avoidance of doubt, this Section 16.19 shall not limit recovery under this Agreement for any amounts paid or payable to a Tax Authority or any other amounts expressly recoverable under this Agreement.

IN WITNESS WHEREOF, each Company has caused this Agreement to be executed on its behalf by a duly authorized officer on the date first set forth above.

	TRINITY INDUSTRIES, INC.

	By:	/s/ Timothy R. Wallace
	Name:	Timothy R. Wallace
	Title:	Chief Executive Officer and President

	ARCOSA, INC.

	By:	/s/ Antonio Carrillo
	Name:	Antonio Carrillo
	Title:	Chief Executive Officer and President

[Signature Page to Tax Matters Agreement]

Exhibit 10.3

EMPLOYEE MATTERS AGREEMENT

BY AND BETWEEN

TRINITY INDUSTRIES, INC.

AND

ARCOSA, INC.

DATED AS OF OCTOBER 31, 2018

TABLE OF CONTENTS

Page

Article I

DEFINITIONS

Section 1.01	Definitions	1
Section 1.02	Interpretation	7

Article II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01	General Principles	7
Section 2.02	Service Credit	8
Section 2.03	Benefit Plans	9
Section 2.04	Individual Agreements	11
Section 2.05	Collective Bargaining	11
Section 2.06	Multiemployer Pension Plans	11

Article III

ASSIGNMENT OF EMPLOYEES

Section 3.01	Active Employees	12
Section 3.02	Global No-Hire and Non-Solicitation	13

Article IV

EQUITY, INCENTIVE AND DIRECTOR COMPENSATION

Section 4.01	Generally	14
Section 4.02	Equity Incentive Awards	14
Section 4.03	Non-Equity Incentive Plans	20
Section 4.04	Director Compensation Program	20

Article V

U.S. QUALIFIED RETIREMENT PLANS

Section 5.01	Trinity Defined Benefit Pension Plan	20
Section 5.02	Arcosa Profit Sharing Plan	21

Article VI

U.S. NONQUALIFIED PLANS

Section 6.01	Arcosa Nonqualified Plans.	23
Section 6.02	Retained Nonqualified Plans	24
Section 6.03	No Distributions	24

Article VII

WELFARE BENEFIT PLANS

Section 7.01	Welfare Plans	25
Section 7.02	U.S. COBRA and HIPAA	26
Section 7.03	Vacation, Holidays and Leaves of Absence	27
Section 7.04	Severance and Unemployment Compensation	28
Section 7.05	Workers' Compensation	28
Section 7.06	Insurance Contracts	28
Section 7.07	Third-Party Vendors	28

Article VIII

NON-U.S. EMPLOYEES

Section 8.01	Non-U.S. Employees.	29

Article IX

MISCELLANEOUS

Section 9.01	Employee Records	29
Section 9.02	Preservation of Rights to Amend	30
Section 9.03	Fiduciary Matters	30
Section 9.04	Further Assurances	30
Section 9.05	Counterparts; Entire Agreement; Corporate Power	30
Section 9.06	Governing Law	31
Section 9.07	Assignability	31
Section 9.08	No Third-Party Beneficiaries	31
Section 9.09	Notices	32
Section 9.10	Severability	32
Section 9.11	Headings	33
Section 9.12	Survival of Covenants	33
Section 9.13	Waivers of Default	33
Section 9.14	Dispute Resolution	33
Section 9.15	Consent to Jurisdiction	33
Section 9.16	Specific Performance	33
Section 9.17	Waiver of Jury Trial	34
Section 9.18	Amendments	34
Section 9.19	Limitations of Liability	34
Section 9.20	No Reliance on Other Party; Mutual Drafting	35

EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT, dated as of October 31, 2018, 2018 (this " Agreement "), is by and between Trinity Industries, Inc., a Delaware corporation (" Trinity "), and Arcosa, Inc., a Delaware corporation (" Arcosa ").

R E C I T A L S:

WHEREAS, the board of directors of Trinity (the " Trinity Board ") has determined that it is in the best interests of Trinity and its stockholders to create a new publicly traded company that shall operate the Arcosa Business;

WHEREAS, in furtherance of the foregoing, the Trinity Board has determined that it is appropriate and desirable to separate the Arcosa Business from the Trinity Business (the " Separation ") and, following the Separation, distribute, on a pro rata basis to holders of shares of Trinity Common Stock on the Record Date, all the outstanding shares of Arcosa Common Stock owned by Trinity (the " Distribution ");

WHEREAS, in order to effectuate the Separation and Distribution, Trinity and Arcosa have entered into a Separation and Distribution Agreement, dated as of October 31, 2018 (the " Separation and Distribution Agreement "); and

WHEREAS, in addition to the matters addressed by the Separation and Distribution Agreement, the Parties desire to enter into this Agreement to set forth the terms and conditions of certain employment, compensation and employee benefit plan matters.

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

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to them in the Separation and Distribution Agreement.

" Agreement " has the meaning set forth in the preamble to this Agreement and shall include all Schedules hereto and all amendments, modifications, and changes hereto entered into pursuant to Section 9.18 .

" Arcosa " has the meaning set forth in the preamble to this Agreement.

" Arcosa 2018 PBRSU " has the meaning set forth in Section 4.02.

" Arcosa 2018 RSU " has the meaning set forth in Section 4.02.

"Arcosa Awards " means Arcosa 2018 PBRSUs, Arcosa 2018 RSUs, Arcosa Restricted Stock Awards and Arcosa RSUs, as applicable.

" Arcosa Benefit Plan " means any Benefit Plan established, sponsored, maintained or contributed to by a member of the Arcosa Group as of or after the Effective Time.

" Arcosa Board " means the Board of Directors of Arcosa.

" Arcosa Director Fees Plan " means the Arcosa, Inc. Director Fees Plan.

" Arcosa Equity Incentive Plan " means the Arcosa 2018 Equity Incentive Plan.

" Arcosa Group " has the meaning set forth in the Separation and Distribution Agreement.

" Arcosa Group Defined Benefit Plan Participants " means any Arcosa Group Employee and any Former Arcosa Group Employee who has accrued a benefit under a Trinity Pension Plan.

" Arcosa Group Employee " means any individual (i) whose existing assignment is with a member of the Arcosa Group or Arcosa business unit immediately prior to the Effective Time or by designation in the HRIS system of record (PeopleSoft or otherwise) of Trinity and (ii) set forth on Schedule 1.01 hereto (including in each case any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Trinity Human Resources department or otherwise taken in accordance with applicable Law).

" Arcosa Profit Sharing Plan " means the Profit Sharing Plan of Arcosa.

" Arcosa Ratio " means the adjustment ratio adopted by the Trinity Board prior to the Effective Time for the purpose of making equitable adjustments to the awards held by Arcosa Group Employees under the Trinity Equity Incentive Plans.

" Arcosa RSU " means an award of time-based restricted stock units assumed pursuant to the Arcosa Equity Incentive Plan in accordance with Sections 4.02(b) and (c) .

" Arcosa Supplemental Profit Sharing Plan " means the Arcosa Supplemental Profit Sharing Plan.

" Arcosa Welfare Plans " means the Welfare Plans established, sponsored, maintained or contributed to by any member of the Arcosa Group for the benefit of Arcosa Group Employees and Former Arcosa Group Employees.

" Benefit Plan " means any contract, agreement, policy, practice, program, plan, trust, commitment or arrangement providing for benefits, perquisites or compensation of any nature from an employer to any Employee, or to any family member, dependent, or beneficiary of any such Employee, including pension plans, savings plans, retirement plans, supplemental plans, deferred compensation plans and welfare plans, and contracts, agreements, policies, practices, programs, plans, trusts, commitments and arrangements providing for terms of employment, fringe benefits, severance benefits, change in control protections or benefits, travel and accident, life, accidental death and dismemberment, disability and accident insurance, tuition reimbursement, travel reimbursement, vacation, sick, personal or bereavement days, leaves of absences and holidays; provided , however , the term "Benefit Plan" does not include any government−sponsored benefits, such as workers' compensation, unemployment or any similar plans, programs or policies.

" COBRA " means the U.S. Consolidated Omnibus Budget Reconciliation Act of 1985, as codified at Section 601 et seq . of ERISA and at Section 4980B of the Code.

" Distribution " has the meaning set forth in the recitals to this Agreement.

" Effective Time " means the Distribution Effective Time as defined in the Separation and Distribution Agreement.

" Employee " means any Trinity Group Employee or Arcosa Group Employee.

" ERISA " means the U.S. Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

" FICA " has the meaning set forth in Section 3.01(e) .

" Former Arcosa Group Employee " means any individual who is a former employee of Trinity or any of its Subsidiaries or former Subsidiaries as of the Effective Time, in each case, whose last date of employment with Trinity was with a member of the Arcosa Group or an Arcosa business unit and who is designated as such in the HRIS system of record (PeopleSoft or otherwise) of Trinity as of the individual's last date of employment (other than Former Employees set forth on Schedule 1.01 hereto). In the event that an individual's last applicable business unit is incapable of being identified under existing systems, such individual will be treated as a Former Trinity Employee.

" Former Employees " means Former Trinity Group Employees and Former Arcosa Group Employees.

" Former Trinity Group Employee " means any (i) individual who is a former employee of the Trinity Group as of the Effective Time and who is not a Former Arcosa Group Employee and (ii) former Employees set forth on Schedule 1.01 hereto.

" FUTA " has the meaning set forth in Section 3.01(e) .

" General Continuation Period " means a period of time commencing as of the Distribution Date and ending on the 12-month anniversary of the Distribution Date.

" HIPAA " means the U.S. Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations promulgated thereunder.

" Individual Agreement " means any individual (i) employment contract, (ii) retention, bonus, severance or change in control agreement, (iii) expatriate (including any international assignee) contract or agreement (including agreements and obligations regarding repatriation, relocation, equalization of taxes and living standards in the host country), (iv) individual agreement relating to fringe benefits, tuition reimbursements, relocation expenses, or other repayment agreement, or (v) other agreement containing restrictive covenants (including confidentiality, non−competition and non−solicitation provisions) between a member of the Trinity Group and an Arcosa Group Employee or a Former Arcosa Group Employee, as in effect immediately prior to the Effective Time.

" IRS " means the United States Department of Treasury Internal Revenue Service.

" Party " means a party to this Agreement.

" Post-Distribution Arcosa Director Phantom Shares " has the meaning set forth in Section 4.02(e)(ii) .

" Post-Distribution Trinity Director Phantom Shares " has the meaning set forth in Section 4.02(e)(i) .

" Post-Distribution Trinity RSU " has the meaning set forth in Section 4.02(c)(i).

" Post-Distribution Trinity 2018 PBRSU " has the meaning set forth in Section 4.02.

" Post-Distribution Trinity 2018 RSU " has the meaning set forth in Section 4.02.

" Providing Party " has the meaning set forth in Section 2.02(c) .

" Requesting Party " has the meaning set forth in Section 2.02(c) .

" Separation and Distribution Agreement " has the meaning set forth in the recitals to this Agreement.

" Transferred Account Balances " has the meaning set forth in Section 7.01(d) .

" Transferred Director " has the meaning set forth in Section 4.04(a) .

" Trinity " has the meaning set forth in the preamble to this Agreement.

" Trinity 2005 Director Fees Plan " means the Trinity Industries, Inc. 2005 Deferred Plan for Director Fees.

"Trinity 2018 PBRSU " means a 2018 performance-based restricted stock unit award granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

" Trinity 2018 RSU " means a 2018 time-based restricted stock unit award (including such awards granted to non-employee Directors) granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

" Trinity Awards " means Post-Distribution Trinity 2018 PBRSUs, Post-Distribution Trinity 2018 RSUs, Trinity 2018 PBRSUs and Trinity 2018 RSUs, Trinity Restricted Stock Awards, Trinity PBRSUs, Trinity RSUs, as applicable.

" Trinity Benefit Plan " means any Benefit Plan established, sponsored or maintained by Trinity or any of its Subsidiaries immediately prior to the Effective Time, excluding any Arcosa Benefit Plan.

" Trinity Board " has the meaning set forth in the recitals to this Agreement.

" Trinity Director Fees Plan " means the Trinity Industries, Inc. Deferred Plan for Director Fees.

" Trinity Director Phantom Share " means a cash-based phantom share credited under the Trinity 2005 Director Fees Plan, the value of which is equal to the value of a Trinity Share.

" Trinity Equity Incentive Plan " means any equity compensation plan sponsored or maintained by Trinity immediately prior to the Effective Time, including the Fourth Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Third Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Second Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Amended and Restated Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 2004 Stock Option and Incentive Plan, the Trinity Industries, Inc. 1998 Stock Option and Incentive Plan and the Trinity Industries, Inc. 1993 Stock Option and Incentive Plan.

" Trinity Group Defined Benefit Plan Participant " means any Employee or Former Employee who has accrued a benefit under the Trinity Pension Plans excluding all Arcosa Group Defined Benefit Plan Participants.

" Trinity Group Employee " means each individual who is employed by the Trinity Group as of the Effective Time and who is not an Arcosa Group Employee (including any such individual who is not actively working as of the Effective Time as a result of an illness, injury or leave of absence approved by the Trinity Human Resources department or otherwise taken in accordance with applicable Law).

" Trinity Human Resources Committee " means the Human Resources Committee of the Trinity Board.

" Trinity Non-Equity Incentive Plans " means the Trinity Industries, Inc. Annual Incentive Plan, and any other cash-based incentive bonus plans as in effect immediately prior to the Effective Time.

" Trinity PBRSU " means a 2016 or 2017 performance-based restricted stock unit award granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

" Trinity Pension Plans " means the HBC Barge Inc. Hourly Employees Retirement Income Plan, the Pension Plan for Collective Bargaining Employees at the Girard and Brier Hill Plants of Trinity Highway Products LLC, the Retirement Plan for Hourly Employees of Trinity Highway (formerly Syro Steel Company - Western Division), the Trinity Industries, Inc. Marine Group Pension Plan, the Trinity Rail Group LLC Pension Plan for Hourly Paid Employees at Winder and Cartersville Plants, and the Trinity Industries, Inc. Standard Pension Plan.

" Trinity Profit Sharing Plan " means the Profit Sharing Plan for Employees of Trinity Industries, Inc.

" Trinity Ratio " means the adjustment ratio adopted by the Trinity Board prior to the Effective Time for the purpose of making equitable adjustments to the awards held by Trinity Group Employees under the Trinity Equity Incentive Plans.

" Trinity Restricted Stock Award " means a restricted stock award (including non-employee Director restricted stock awards, restricted stock awards, career shares and career step shares) granted pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

" Trinity RSU " means (i) a time-based restricted stock unit award granted to a participant (other than a non-employee Director) prior to January, 2018 and (ii) a time-based restricted stock unit award granted to a non-employee Director prior to January, 2018, in each case, whether vested, unvested or deferred, pursuant to a Trinity Equity Incentive Plan that is outstanding as of immediately prior to the Effective Time.

" Trinity Supplemental Profit Sharing Plan " means the Trinity Industries, Inc. Supplemental Profit Sharing Plan for Employees of Trinity Industries, Inc. and Certain Affiliates as restated effective January 1, 2005.

" Trinity Supplemental Retirement Plan " means the Trinity Industries, Inc. Supplemental Retirement Plan.

" Trinity Welfare Plan " means any Welfare Plan established, sponsored, maintained or contributed to by Trinity or any of its Subsidiaries for the benefit of Employees or Former Employees, including but not limited to each Welfare Plan listed on Schedule 1.01(c) but excluding any Arcosa Welfare Plan.

" Welfare Plan " means any "welfare plan" (as defined in Section 3(1) of ERISA) or a "cafeteria plan" under Section 125 of the Code, and any benefits offered thereunder, and any other plan offering health benefits (including medical, prescription drug, dental, vision, mental health, substance abuse and retiree health), disability benefits, or life, accidental death and dismemberment, and business travel insurance, pre-tax premium conversion benefits, dependent care assistance programs, employee assistance programs, paid time-off programs, contribution funding toward a health savings account, flexible spending accounts or cashable credits.

Section 1.02 Interpretation . Section 1.2 of the Separation and Distribution Agreement is hereby incorporated by reference.

ARTICLE II

GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES

Section 2.01 General Principles .

(a) Acceptance and Assumption of Arcosa Liabilities . On or prior to the Effective Time, but in any case prior to the Distribution, Arcosa shall accept, assume and agree to faithfully perform, discharge and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an Arcosa Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication) by any member of the Trinity Group or the Arcosa Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i) any and all wages, salaries, incentive compensation (subject to the provisions of Section 4.03 ), equity compensation (subject to the provisions of Section 4.02 ), commissions, bonuses and any other employee compensation or benefits (subject to the provisions of Section 2.02 ), payable to or on behalf of any Arcosa Group Employees and Former Arcosa Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any Arcosa Group Employees or Former Arcosa Group Employees in connection with any Arcosa Benefit Plan pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(iii) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker primarily connected to an Arcosa Business; and

(iv) any and all Liabilities expressly assumed or retained by any member of the Arcosa Group pursuant to this Agreement.

(b) Acceptance and Assumption of Trinity Liabilities . On or prior to the Effective Time, but in any case prior to the Distribution, Trinity shall accept, assume and agree to faithfully perform, discharge and fulfill all of the following Liabilities and Trinity and the applicable members of the Trinity Group shall be responsible for such Liabilities in accordance with their respective terms (each of which shall be considered an Trinity Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence (whether simple, contributory or gross), recklessness, violation of Law, fraud, misrepresentation or otherwise (without duplication)by any member of the Trinity Group or the Arcosa Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries or Affiliates:

(i) any and all wages, salaries, incentive compensation (subject to the provisions of Section 4.03 ), equity compensation (subject to the provisions of Section 4.02 ), commissions, bonuses and any other employee compensation or benefits payable to or on behalf of any Trinity Group Employees and Former Trinity Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses or other employee compensation or benefits are or may have been awarded or earned;

(ii) any and all Liabilities whatsoever with respect to claims made by or with respect to any Trinity Group Employees or Former Trinity Group Employees in connection with any Benefit Plan not retained or assumed by any member of the Arcosa Group pursuant to this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement;

(iv) any and all Liabilities expressly assumed or retained by any member of the Trinity Group pursuant to this Agreement.

(c) Unaddressed Liabilities . To the extent that this Agreement does not address particular Liabilities under any Benefit Plan or to a service provider and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Section 2.02 Service Credit .

(a) No Break in Service, Service for Eligibility, Vesting and Benefit Purposes . The parties acknowledge that the Distribution is not intended to trigger any break in service for the purpose of any Benefit Plan. The Arcosa Benefit Plans shall, and Arcosa shall cause each member of the Arcosa Group to, recognize each Arcosa Group Employee's and each Former Arcosa Group Employee's full period of service with Trinity or any of its Subsidiaries or predecessor entities at or before the Effective Time, to the same extent that such service was credited by Trinity for similar purposes prior to the Effective Time as if such service had been performed for a member of the Arcosa Group, for purposes of eligibility, vesting and determination of the level of benefits under any such Arcosa Benefit Plan.

(b) Post Effective Time Transfers Between Companies. Each Employee providing services pursuant to the Transition Services Agreement who is hired by Trinity or Arcosa from the other party within the twenty-four (24) month period following the Effective Time will receive credit for service for such Employee's service with the other Party to the extent that such service was credited to the Employee at the date of transfer. In addition, any Employee whose transfer, within the twelve (12) month period following the Effective Time, between Arcosa and Trinity or Trinity and Arcosa is approved by the senior Human Resources executive of the Party that employs such Employee, as contemplated by Section 3.02 , will receive credit for such Employee's service with the other Party to the extent that such service was credited to the Employee at the date of transfer.

(c) Evidence of Prior Service . Notwithstanding anything in this Agreement to the contrary, but subject to Section 3.02 and applicable Law, upon reasonable request by either Party (the " Requesting Party "), the other Party (the " Providing Party ") will provide to the Requesting Party copies of any records available to the Providing Party to document the service, plan participation and membership of former Employees of the Providing Party who are then Employees of the Requesting Party, and will cooperate with the Requesting Party to resolve any discrepancies or obtain any missing data for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any such Employee.

Section 2.03 Benefit Plans .

(a) Establishment of Plans . Prior to the Effective Time, Arcosa shall, or shall cause an applicable member of the Arcosa Group to, adopt Benefit Plans (and related trusts, if applicable), with benefits that are comparable (or such other standard as is specified in this Agreement with respect to any particular Benefit Plan) to those of the corresponding Trinity Benefit Plans, with the exception of (i) the Arcosa Welfare Plans, which shall be established effective January 1, 2019, and (ii) the Trinity Pension Plans, the treatment of which is specified in Section 5.01 hereof. The relevant Trinity Benefit Plans are listed on Schedule 2.03(a) . Arcosa may limit participation in any such Arcosa Benefit Plan to Arcosa Group Employees and Former Arcosa Group Employees who participated in the corresponding Trinity Benefit Plan immediately prior to the Effective Time. Arcosa shall, or shall cause an applicable member of the Arcosa Group to, adopt such other Benefit Plans as specified in this Agreement.

(b) Information and Operation . Trinity shall provide Arcosa with information describing each Trinity Benefit Plan election made by an Arcosa Group Employee or Former Arcosa Group Employee that may have application to Arcosa Benefit Plans from and after the Effective Time, and Arcosa shall use its commercially reasonable efforts to administer the Arcosa Benefit Plans applying those elections. Each Party shall, upon reasonable request, provide the other Party and the other Party's respective Affiliates, agents, and vendors all information reasonably necessary to the other Party's operation or administration of its Benefit Plans.

(c) Post-Closing Standard of Compensation and Benefits. Except as provided herein, during the General Continuation Period, Arcosa shall provide to each Arcosa Group Employee compensation, employee benefits under Arcosa Benefit Plans and terms and conditions of employment that, in the aggregate, are substantially similar to the compensation, employee benefits and terms and conditions of employment provided to such employees immediately prior to the Effective Time. Notwithstanding the foregoing, during such period, Arcosa may make such changes, modifications or amendments to the applicable Arcosa Benefit Plan as may be required by applicable Law or as are necessary and appropriate to reflect the Separation.

(d) No Duplication or Acceleration of Benefits. Notwithstanding anything to the contrary in this Agreement, the Separation and Distribution Agreement or any Ancillary Agreement, no participant in any Arcosa Benefit Plan shall receive service credit or benefits to the extent that receipt of such service credit or benefits would result in duplication of benefits provided to such participant by the corresponding Trinity Benefit Plan or any other plan, program or arrangement sponsored or maintained by a member of the Trinity Group. Furthermore, unless expressly provided for in this Agreement, the Separation and Distribution Agreement or in any Ancillary Agreement or required by applicable Law, no provision in this Agreement shall be construed to create any right to accelerate vesting or entitlements under any compensation or Benefit Plan, program or arrangement sponsored or maintained by a member of the Trinity Group or member of the Arcosa Group on the part of any Employee or Former Employee.

(e) No Expansion of Participation . Unless otherwise expressly provided in this Agreement, as otherwise determined or agreed to by Trinity and Arcosa, as required by applicable Law, or as explicitly set forth in an Arcosa Benefit Plan, an Arcosa Group Employee or Former Arcosa Group Employee shall be entitled to participate in the Arcosa Benefit Plans at the Effective Time only to the extent that such Arcosa Group Employee or Former Arcosa Group Employee was entitled to participate in the corresponding Trinity Benefit Plan as in effect immediately prior to the Effective Time, it being understood that this Agreement does not expand (i) the number of Arcosa Group Employees or Former Arcosa Group Employees entitled to participate in any Arcosa Benefit Plan or (ii) the participation rights of Arcosa Group Employees or Former Arcosa Group Employees in any Arcosa Benefit Plans beyond the rights of such Arcosa Group Employees or Former Arcosa Group Employees under the corresponding Trinity Benefit Plans, in each case, after the Effective Time.

(f) Transition Services . The Parties acknowledge that the Trinity Group or the Arcosa Group may provide administrative services for certain of the other Party's compensation and benefit programs for a transitional period under the terms of the Transition Services Agreement. The Parties agree to enter into a business associate agreement (if required by HIPAA or other applicable health information privacy Laws) in connection with such Transition Services Agreement.

(g) Beneficiaries . References to Trinity Group Employees, Former Trinity Group Employees, Arcosa Group Employees, Former Arcosa Group Employees, and non−employee directors of either Trinity or Arcosa (including Transferred Directors), shall be deemed to refer to their beneficiaries, dependents, survivors and alternate payees, as applicable.

Section 2.04 Individual Agreements .

(a) Assignment by Trinity . To the extent necessary, Trinity shall assign, or cause an applicable member of the Trinity Group to assign, to Arcosa or another member of the Arcosa Group, as designated by Arcosa, all Individual Agreements, with such assignment to be effective as of the Effective Time; provided , however , that to the extent that assignment of any such Individual Agreement is not permitted by the terms of such agreement or by applicable Law, effective as of the Effective Time, each member of the Arcosa Group shall be considered to be a successor to each member of the Trinity Group for purposes of, and a third−party beneficiary with respect to, such Individual Agreement, such that each member of the Arcosa Group shall enjoy all of the rights and benefits under such agreement (including rights and benefits as a third-party beneficiary), with respect to the Arcosa Group.

(b) Assumption by Arcosa. Effective as of the Effective Time, Arcosa will assume and honor, or will cause a member of the Arcosa Group to assume and honor, any individual agreement to which any Arcosa Group Employee or Former Arcosa Group Employee is a party with any member of the Trinity Group, including any Individual Agreement.

Section 2.05 Collective Bargaining .

(a) Assumption of CBAs. Effective no later than immediately prior to the Effective Time, to the extent that the appropriate member of the Arcosa Group is not already a party to such collective bargaining agreement, Arcosa shall cause the appropriate member of the Arcosa Group to (i) assume all collective bargaining agreements (including any national, sector or local collective bargaining agreement) that cover Arcosa Group Employees or Former Arcosa Group Employees, including those bargaining agreements listed on Schedule 2.05 , and the Liabilities arising under any such collective bargaining agreements, and (ii) join any industrial, employer or similar association or federation if membership is required for the relevant collective bargaining agreement to continue to apply.

(b) Notice; Consultation . To the extent required by Law or the applicable collective bargaining agreement, Trinity and Arcosa shall cooperate to provide notice, engage in consultation, and to take any other actions that may be required on the part of one party or the other in connection with the transfer of any employees, the assignment, assumption or continuation of any collective bargaining agreement or any other employment related matters.

Section 2.06 Multiemployer Pension Plans . Nothing in this Agreement shall operate to alter the obligation of Trinity Meyer Utility Structures, LLC to continue to contribute (including with respect to the same contribution base units) to the Boilermaker-Blacksmith National Pension Trust pursuant to the Agreement Between Trinity Meyer Utility Structures, LLC and International Brotherhood of Boilermakers, Iron Ship Builders, Blacksmiths, Forgers and Helpers, Lodge #647, the Liabilities with respect to which shall be retained by the Arcosa Group.

ARTICLE III

ASSIGNMENT OF EMPLOYEES

Section 3.01 Active Employees .

(a) Assignment and Transfer of Employees. Trinity shall designate the Arcosa Employees for transfer to a member of the Arcosa Group prior to the Distribution Date. Effective no later than immediately prior to the Effective Time and except as otherwise agreed by the Parties, (i) the applicable member of the Trinity Group shall have taken such actions as are necessary to ensure that each Arcosa Group Employee is employed by a member of the Arcosa Group as of immediately after the Effective Time, and (ii) the applicable member of the Trinity Group shall have taken such actions as are necessary to ensure that each Trinity Group Employee is employed by a member of the Trinity Group as of immediately after the Effective Time. Each of the Parties agrees to execute, and to seek to have the applicable Employees execute, such documentation, if any, as may be necessary to reflect such assignment and/or transfer.

(b) At-Will Status. Nothing in this Agreement shall create any obligation on the part of any member of the Trinity Group or any member of the Arcosa Group to (i) continue the employment of any Employee or permit the return from a leave of absence for any period after the date of this Agreement, except as required by applicable Law, or (ii) change the employment status of any Employee from "at-will," to the extent that such Employee is an "at-will" employee under applicable Law.

(c) No Severance. The Parties acknowledge and agree that the Distribution and the assignment, transfer or continuation of the employment of Employees as contemplated by this Section 3.01 shall not be deemed an involuntary termination of employment entitling any Arcosa Group Employee or Trinity Group Employee to severance payments or benefits.

(d) Not a Change of Control/Change in Control . The Parties acknowledge and agree that neither the consummation of the Distribution nor any transaction contemplated by this Agreement, the Separation and Distribution Agreement or any other Ancillary Agreement shall be deemed a "change of control," "change in control," or term of similar import for purposes of any Benefit Plan sponsored or maintained by any member of the Trinity Group or member of the Arcosa Group or for purposes of any Individual Agreement.

(e) U.S. Payroll and Related Taxes. With respect to any Arcosa Group Employee or Former Arcosa Group Employee, or group of Arcosa Group Employees or Former Arcosa Group Employees, the Parties shall, or shall cause their respective Subsidiaries to, (i) treat Arcosa (or the applicable member of the Arcosa Group) as a "successor employer" and Trinity (or the applicable member of the Trinity Group) as a "predecessor," within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, for purposes of taxes imposed under the United States Federal Insurance Contributions Act, as amended (" FICA "), or the United States Federal Unemployment Tax Act, as amended (" FUTA "), (ii) cooperate with each other to avoid, to the extent possible, the restart of FICA and FUTA upon or following the Effective Time with respect to each such Arcosa Group Employee for the tax year during which the Effective Time occurs, and (iii) use commercially reasonably efforts to implement the alternate procedure described in Section 5 of Revenue Procedure 2004−53; provided , however , that, if and to the extent that Arcosa (or the applicable member of the Arcosa Group) cannot be treated as a "successor employer" to Trinity (or the applicable member of the Trinity Group) within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code with respect to any Arcosa Group Employee or group of Arcosa Group Employees, (x) with respect to the portion of the tax year commencing on January 1, 2018 and ending on the Distribution Date, Trinity will (A) be responsible for all payroll obligations, tax withholding and reporting obligations for such Arcosa Group Employees and (B) furnish a Form W−2 or similar earnings statement to all such Arcosa Group Employees for such period, and (y) with respect to the remaining portion of such tax year, Arcosa will (A) be responsible for all payroll obligations, tax withholding and reporting obligations regarding such Arcosa Group Employees and (B) furnish a Form W−2 or similar earnings statement to all such Arcosa Group Employees. Notwithstanding the foregoing, with respect to Trinity Group Employees transferring to the Arcosa Group, Arcosa and Trinity shall utilize the “standard” procedure, and such Employees shall receive one W-2 from Trinity for the period from January 1, 2018 to the Distribution Date, and one W-2 from Arcosa for the remainder of the calendar year through December 31, 2018.

Section 3.02 Global No-Hire and Non-Solicitation . Each Party agrees that, for a period of twelve (12) months from the Distribution Date, such Party shall not hire or solicit for employment, or solicit and enter into in any contractual arrangement for consulting or other professional services, excluding any contractual arrangements for the provisions of services pursuant to the Transition Services Agreement, any individual who is an Trinity Group Employee, in the case of Arcosa, or an Arcosa Group Employee, in the case of Trinity; provided , however , that, without limiting the generality of the foregoing prohibition, this Section 3.02 shall not prohibit (a) hiring or soliciting for employment pursuant to generalized solicitations that are not directed to specific Persons or Employees of the other Party, (b) the solicitation and hiring of a Person whose employment was involuntarily terminated by the other Party, or (c) the solicitation and hiring of a Person after receipt by the soliciting Party (in advance of any solicitation or, in the case of a response to a general solicitation as permitted under clause (a) above, in advance of any subsequent solicitation in connection with the recruiting process) of the express written consent of the senior Human Resources executive of the Party that employs the Person who is to be solicited and/or hired. For the avoidance of doubt, the restrictions under this Section 3.02 shall not apply to Former Employees whose termination with Trinity and its Subsidiaries occurred as a result of voluntary retirement prior to January 1, 2018.

ARTICLE IV

EQUITY, INCENTIVE AND DIRECTOR COMPENSATION

Section 4.01 Generally . Unless otherwise determined by Trinity, each Trinity Award granted that is outstanding as of immediately prior to the Effective Time shall be treated or adjusted as described below.

Section 4.02 Equity Incentive Awards .

(a) Restricted Stock Awards.

(i) Each holder of an outstanding Trinity Restricted Stock Award immediately prior to the Distribution Date shall be entitled to receive, as of the Distribution Date, an Arcosa Restricted Stock Award with respect to such number of shares of Arcosa Common Stock equal to the number of shares of Arcosa Common Stock to which such holder becomes entitled pursuant to the Distribution determined in the same manner as if the outstanding Trinity Stock Award was comprised of fully vested shares of Trinity Common Stock as of the Distribution Date.

(ii) The Trinity Restricted Stock Award and the Arcosa Restricted Stock Award issued in accordance with this Section 4.02(a) both shall be subject to substantially the same terms and conditions (including with respect to vesting) immediately following the Distribution Date as were applicable to the Trinity Restricted Stock Award immediately prior to the Distribution Date.

(iii) For purposes of the vesting, termination or separation from service provisions of the Trinity Restricted Stock Awards and the Arcosa Restricted Stock Awards, continued service with a Trinity Group member or an Arcosa Group member shall be considered to be continued service for purposes of such Trinity Restricted Stock Awards and Arcosa Restricted Stock Awards.

(b) Time Based RSUs.

(i) Each holder of an outstanding Trinity RSU immediately prior to the Distribution Date shall be entitled to receive, as of the Distribution Date, a time-based restricted stock unit award (an " Arcosa RSU ") with respect to such number of shares of Arcosa Common Stock equal to the number of shares of Arcosa Common Stock to which such holder would be become entitled pursuant to the Distribution determined in the same manner as if the outstanding Trinity Stock Award was comprised of fully vested shares of Trinity Common Stock as of the Distribution Date.

(ii) The Trinity RSUs and the Arcosa RSUs issued in accordance with this Section 4.02(b) both shall be subject to substantially the same terms and conditions (including with respect to vesting and time of settlement) immediately following the Distribution Date as were applicable to the Trinity RSUs immediately prior to the Distribution Date.

(iii) For purposes of the vesting, termination or separation from service provisions of the Trinity RSUs and the Arcosa RSUs, continued service with a Trinity Group member or an Arcosa Group member shall be considered to be continued service for purposes of such Trinity RSUs and Arcosa RSUs.

(i) Trinity PBRSUs Held by Trinity Group Employees . Each Trinity PBRSU that is outstanding immediately prior to the Effective Time and that is held by a Trinity Group Employee, a Former Trinity Group Employee or a member of the Trinity Board other than a Transferred Director shall be adjusted immediately following the close of market on the Distribution Date (and shall thereafter be referred to as a " Post-Distribution Trinity RSU ") as follows:

(A) The Trinity Human Resources Committee shall determine the number of shares that are capable of vesting based on the level of actual and forecasted performance achieved against the performance goals under the Trinity PBRSU as of approximately thirty (30) days prior to the Distribution Date.

(B) The number of shares of Trinity Common Stock subject to each Post-Distribution Trinity RSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to corresponding Trinity PBRSU (as determined in accordance with Section 4.02(c)(i)(A) above) immediately prior to the Distribution Date and (B) the Trinity Ratio;

(C) Each Post-Distribution Trinity RSU shall be subject to the same terms, time-based vesting conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity PBRSU.

(ii) Trinity PBRSUs Held By Arcosa Group Employees. Each Trinity PBRSU that is outstanding immediately prior to the Effective Time and that is held by an Arcosa Group Employee or a Former Arcosa Group Employee shall be adjusted following the close of market on the Distribution Date and thereafter shall be replaced with an Arcosa RSU (subject to time-based service conditions) as follows:

(A) The number of shares of Arcosa Common Stock subject to each Arcosa RSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity PBRSU (as determined in accordance with Section 4.02(c)(i)(A) above) immediately prior to the Distribution Date and (B) the Arcosa Ratio.

(B) Each Arcosa RSU shall be subject to the same terms, time-based vesting conditions, issuance dates and method of distribution and other terms and conditions that were in effect immediately prior to the Distribution Date for the corresponding Trinity PBRSU. With respect to each Arcosa RSU, Arcosa shall give each Arcosa Group Employee and Former Arcosa Group Employee full vesting service credit for such individual's service with Trinity or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding Trinity PBRSU immediately prior to the Distribution Date.

(d) 2018 PBRSUs and RSUs

(i) Trinity 2018 PBRSUs held by Trinity Group Employees and Trinity 2018 RSUs Held by Trinity Group Employees and Trinity Non-Employee Directors. Each Trinity 2018 PBRSU and Trinity 2018 RSU that is outstanding immediately prior to the Effective Time and that is held by a Trinity Group Employee, Former Trinity Group Employee or non-employee Director who serves on the Trinity Board following the Effective Time shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to, respectively, as a " Post-Distribution Trinity 2018 PBRSU " and " Post-Distribution Trinity 2018 RSU ") as follows:

(A) The number of shares of Trinity Common Stock subject to each Post-Distribution Trinity 2018 PBRSU and Post-Distribution Trinity 2018 RSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity Award immediately prior to the Distribution Date and (B) the Trinity Ratio;

(B) Each Post-Distribution Trinity 2018 PBRSU and Post-Distribution Trinity 2018 RSU shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity Award.

(ii) Trinity 2018 PBRSUs held by Arcosa Group Employees and Trinity 2018 RSUs Held by Arcosa Group Employees and Transferred Directors. Each Trinity 2018 PBRSU and Trinity 2018 RSU that is outstanding immediately prior to the Effective Time and that is held by an Arcosa Group Employee, Former Arcosa Group Employee or Transferred Director shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to, respectively, as an " Arcosa 2018 PBRSU " and an " Arcosa 2018 RSU ") as follows:

(A) The number of shares of Arcosa Common Stock subject to each Arcosa 2018 RSU shall be equal to the product (rounded down to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity 2018 RSU immediately prior to the Distribution Date and (B) the Arcosa Ratio.

(B) The number of shares of Arcosa Common Stock subject to each Arcosa 2018 PBRSU shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity 2018 PBRSU immediately prior to the Distribution Date and (B) the Arcosa Ratio.

(C) Each Arcosa 2018 RSU and Arcosa 2018 PBRSU shall be subject to the same terms, vesting conditions, issuance dates and method of distribution and other terms and conditions that were in effect immediately prior to the Distribution Date for the corresponding Trinity Award.

(D) With respect to each Arcosa 2018 RSU and Arcosa 2018 PBRSU, Arcosa shall give each Arcosa Group Employee or Former Arcosa Group Employee full vesting service credit for such individual's service with Trinity or any of its Subsidiaries prior to the Distribution Date to the same extent such service was recognized with respect to the corresponding Trinity Award immediately prior to the Distribution Date.

(e) Director Phantom Shares .

(i) Trinity Director Phantom Shares held by Trinity Non-Employee Directors. Each Trinity Director Phantom Share that is outstanding immediately prior to the Effective Time and that is held by a non-employee Director who serves on the Trinity Board following the Effective Time shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to, respectively, as a " Post-Distribution Trinity Director Phantom Share ") as follows:

(A) The number of shares of Trinity Common Stock subject to the Post-Distribution Trinity Director Phantom Shares credited under the Trinity 2005 Director Fees Plan shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity Director Phantom Shares immediately prior to the Distribution Date and (B) the Trinity Ratio;

(B) Each Post-Distribution Trinity Director Phantom Share shall be subject to the same terms conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity Award.

(ii) Trinity Director Phantom Shares held by Transferred Directors. Each Trinity Director Phantom Share that is outstanding immediately prior to the Effective Time and that is held by a Transferred Director shall be adjusted following the close of market on the Distribution Date (and shall thereafter be referred to as a " Post-Distribution Arcosa Director Phantom Share ") as follows:

(A) The nu mber of shares of Arcosa Common Stock subject to the Post-Distribution Arcosa Director Phantom Shares credited under the Arcosa Director Fees Plan shall be equal to the product (rounded to the nearest whole share) of (A) the number of shares of Trinity Common Stock subject to the corresponding Trinity Director Phantom Shares immediately prior to the Distribution Date and (B) the Arcosa Ratio;

(B) Each Post-Distribution Arcosa Director Phantom Share shall be subject to the same terms conditions, issuance dates and method of distribution and other terms and conditions as were in effect immediately prior to the Distribution Date for the corresponding Trinity Award (except that, for the avoidance of doubt, the cash value of the Post-Distribution Arcosa Director Phantom Shares will be measured as if invested in shares of Arcosa Common Stock).

(f) Miscellaneous Award Terms . All of the foregoing adjustments shall be effected in accordance with Sections 424 and 409A of the Code. None of the Separation, the Distribution, the transfer of a Transferred Director or any employment transfer described in Section 3.01(a) shall constitute a termination of employment or separation from service for purposes of any Trinity Award or any Arcosa Award. After the Effective Time, for each award adjusted under this Section 4.02 , any reference to a "change in control," "change of control" or similar definition in an award agreement, Individual Agreement or Trinity Equity Incentive Plan applicable to such award (A) with respect to Trinity Awards, shall be deemed to refer to a "change in control," "change of control" or similar definition as set forth in the applicable award agreement, employment agreement or Trinity Equity Incentive Plan, and (B) with respect to Arcosa Awards, shall be deemed to refer to a "Change in Control" as defined in the Arcosa Equity Incentive Plan.

(g) Registration . Arcosa shall cause a registration statement on Form S-8 (or other appropriate form) to be filed with respect to such issued or issuable shares prior to the Effective Time and shall cause such registration to remain in effect for so long as there may be an obligation to deliver shares of Arcosa Common Stock under such Arcosa and/or Trinity Equity Incentive Plans. Trinity shall use commercially reasonable efforts to assist Arcosa in completing such registration.

(h) Treatment of Dividends/Dividend Equivalents . Dividends and dividend equivalents with respect to (i) Arcosa Awards shall be paid currently in cash or accrue and be paid in cash by Arcosa (including to Trinity Employees, Former Trinity Employees and members of the Trinity Board) and (ii) Trinity Awards shall be paid currently in cash or accrue and be paid in cash by Trinity (including delivery to Arcosa Employees, Former Arcosa Employees and Transferred Directors), in each case subject to the terms of the agreements evidencing the respective Trinity Awards immediately prior to the Effective Time.

(i) Settlement, Delivery; Tax Reporting and Withholding .

(i) From and after the Effective Time, Arcosa shall have sole responsibility for delivery of shares of Arcosa Common Stock pursuant to awards issued under an Arcosa Equity Incentive Plan in satisfaction of any obligations to deliver such shares under the Arcosa and/or Trinity Equity Incentive Plans (including delivery to Trinity Employees and Former Trinity Employees) and shall do so without compensation from any Trinity Group member.

(ii) Upon the vesting, payment or settlement, as applicable, of Arcosa Awards (including with respect to dividends and dividend equivalents), Arcosa shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each Arcosa Group Employee or Former Arcosa Group Employee and for ensuring the collection and remittance of applicable employee withholding Taxes to the Trinity Group with respect to each Trinity Group Employee or Former Trinity Group Employee (with Trinity Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Trinity Group Employees and Former Trinity Group Employees to the applicable Governmental Authority). Upon the vesting, payment or settlement, as applicable, of Trinity Awards, Trinity shall be solely responsible for ensuring the satisfaction of all applicable Tax withholding requirements on behalf of each Trinity Group Employee or Former Trinity Group Employee and for ensuring the collection and remittance of applicable employee withholding Taxes to the Arcosa Group with respect to each Arcosa Group Employee or Former Arcosa Group Employee (with Arcosa Group being responsible for remittance of the applicable employee Taxes and payment and remittance of the applicable employer Taxes relating to Arcosa Group Employees and Former Arcosa Group Employees to the applicable Governmental Authority). Following the Effective Time, Trinity shall be responsible for all income Tax reporting in respect of Trinity Awards and Arcosa Awards held by Trinity Group Employees, Former Trinity Group Employees and members of the Trinity Board (other than Transferred Directors), and Arcosa shall be responsible for all income Tax reporting in respect of Trinity Awards and Arcosa Awards held by Arcosa Group Employees, Former Arcosa Group Employees and Transferred Directors.

(j) Administration . Each of Trinity and Arcosa shall establish an appropriate administration system in order to handle delivery of shares in an orderly manner and provide reasonable levels of service for equity award holders. Each of Trinity and Arcosa shall cooperate to (i) unify and consolidate all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person's data and records in respect of equity awards are correct and updated on a timely basis and (ii) establish a procedure whereby the other Party shall be promptly informed of the obligation to deliver shares to an Arcosa Employee or Former Arcosa Employee or a Trinity Employee or Former Trinity Employee, as the case may be. The foregoing shall include employment status and information required to determine the vesting and forfeiture of awards and Tax withholding/remittance requirements.

(k) No Effect on Subsequent Awards . The provisions of this Article IV shall have no effect on the terms and conditions of equity and equity-based awards granted following the Effective Time by Trinity or Arcosa.

(l) Establishment and Approval of Plan . Prior to the Effective Time, Trinity shall cause Arcosa to adopt the Arcosa Equity Incentive Plan with such terms as are necessary to permit the implementation of this Section 4.02 . Trinity agrees to facilitate the adoption and approval of the Arcosa Equity Incentive Plan consistent with the requirements of the NYSE.

Section 4.03 Non-Equity Incentive Plans .

(a) Annual Incentive Plan . Arcosa or a member of the Arcosa Group shall be solely responsible for the payment of all annual incentive bonus amounts to each bonus-eligible Arcosa Group Employee for the calendar year including the Distribution Date; provided, however, that a pro rata portion of the bonuses for bonus eligible Arcosa Group Employees shall be funded by Trinity for the level of performance achieved through the Distribution Date (as determined by the Trinity Human Resources Committee in its sole discretion). Each respective employer shall cause the full annual bonus to be paid to its respective bonus eligible employees at the regularly scheduled time in March of 2019, it being understood that Arcosa shall independently determine the performance levels achieved for the period commencing on the day following the Distribution Date and ending on December 31, 2018.

Section 4.04 Director Compensation Program .

(a) Establishment of Arcosa Non-Employee Directors' Compensation Program . Prior to the Effective Time, Arcosa shall, as it deems appropriate, establish a non-employee directors' compensation program for each Arcosa non−employee director as of the Effective Time, including those who served on the Trinity Board immediately prior to the Effective Time but who will no longer serve on the Trinity Board following the Effective Time (each, a " Transferred Director ").

(b) Allocation of Liability. Trinity shall be responsible for the payment of any fees for service on the Trinity Board that are earned at, before, or after the Effective Time, and Arcosa shall not have any responsibility for any such payments except as otherwise provided in Section 4.02 or Article VI . With respect to any Arcosa non-employee director including a Transferred Director, Arcosa shall be responsible for the payment of any fees for service on the Arcosa Board that are earned at any time after the Effective Time and Trinity shall not have any responsibility for any such payments except as otherwise provided in Section 4.02 or Article VI .

ARTICLE V

U.S. QUALIFIED RETIREMENT PLANS

Section 5.01 Trinity Defined Benefit Pension Plan s .

(a) Trinity Defined Benefit Pension Plans. The Parties acknowledge that Trinity will retain the Trinity Pension Plans and Arcosa shall not be required to establish comparable plans for the benefit of Arcosa Group Employees and Former Arcosa Group Employees following the Effective Time. Trinity agrees that it shall amend the Trinity Pension Plans which cover Arcosa Group Employees in the manner determined by Trinity's Retirement Plan Committee (the " RPC ") such that, subject to Section 5.01(b) , each Arcosa Group Employee who is an Arcosa Group Defined Benefit Plan Participant shall receive accelerated service credit and/or service credit towards continued benefits after the Distribution Date for periods of service with Arcosa, including for the purpose of vesting and growing into the following benefits: early retirement eligibility, disability retirement, special death benefits and military leave benefits. Prior to the Distribution Date, the RPC shall determine, in its sole discretion, the terms of the amendments and the mechanics by which the provisions of this Section 5.01 shall be implemented, and the Parties shall execute such additional documents as may be required to implement the determination of the RPC.

(b) Allocation of Costs . The pension funding liability, PBGC premiums, compliance, reporting and other administrative costs under the Trinity Pension Plans (as amended pursuant to Section 5.01(a) ) will be determined periodically by Trinity (and at least annually with respect to required funding contributions) and Arcosa will pay the portion allocable (based on applicable data during the applicable period) to the Arcosa Group Defined Benefit Plan Participants to Trinity. Unless otherwise agreed between the Parties, Arcosa shall reimburse Trinity within 20 Business Days of delivery by Trinity to Arcosa of an invoice for the amount due, accompanied by a statement reasonably detailing the costs incurred. In addition, Arcosa shall be responsible for the data and information provided by Arcosa to Trinity (or other third party administrator under the Trinity Pension Plans) with respect to the Arcosa Group Defined Benefit Plan Participants following the Distribution Date. Trinity shall not be obligated to continue to provide the benefits described in Section 5.01(a) with respect to the Arcosa Group Defined Benefit Plan Participants under this Agreement (i) in the event of nonpayment by Arcosa, (ii) if Arcosa or a member of the Arcosa Group becomes subject to a proceeding as a debtor under the United States Bankruptcy Code or (iii) in the event of a Change in Control of Arcosa as such term is defined in the Arcosa Equity Incentive Plan.

(c) Plan Fiduciaries and Plan Settlor Functions . For all periods, before, during and after the Effective Time, the Parties agree that (i) the fiduciaries of the Trinity Pension Plans shall have the sole authority with respect to the Trinity Pension Plans to determine the plan investments, de-risking strategies, and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents and (ii) Trinity or its delegates shall have the sole authority to exercise any and all settlor functions with respect to the Trinity Pension Plans, including, without limitation, the authority to amend, freeze or terminate any or all of the Trinity Pension Plans.

(d) No Loss of Unvested Benefits . The transfer of any Arcosa Group Defined Benefit Plan Participant's employment to the Arcosa Group generally shall not result in the loss of that Arcosa Group Defined Benefit Plan Participant's unvested accrued benefits (if any) under the Trinity Pension Plans.

(e) Administration . Each of Trinity and Arcosa shall cooperate to establish an appropriate administration system to consolidate and transmit to Trinity all indicative data and payroll and employment information on regular timetables and make certain that each applicable Person's data and records are correct and updated on a timely basis. The foregoing shall include employment status, other information required to determine the vesting of, and eligibility for benefits under, the Trinity Pension Plans and all other information necessary or appropriate for the administration of the Trinity Pension Plans.

Section 5.02 Arcosa Profit Sharing Plan .

(a) Establishment of Plan. Prior to the Effective Time, Arcosa shall adopt the Arcosa Profit Sharing Plan, a tax-qualified, defined contribution 401(k) savings plan, with provisions that are substantially equivalent to the provisions of the Trinity Profit Sharing Plan as provided in Section 2.03(a) .

(b) Qualification of Plan. Prior to the Effective Time, Arcosa shall provide Trinity with (i) a copy of the Arcosa Profit Sharing Plan; (ii) a copy of certified resolutions of the Arcosa Board (or its authorized committee or other delegate) evidencing adoption of the Arcosa Profit Sharing Plan and the related trust(s) and the assumption by the Arcosa Profit Sharing Plan of the liabilities described in Section 5.02(c) ; and (iii) the application for determination with respect to the qualified status of the Arcosa Profit Sharing Plan under Section 401(a) of the Code and the tax−exempt status of its related trust under Section 501(a) of the Code.

(c) Transfer of Account Balances . Not later than 30 days following the Distribution Date (or such later time as mutually agreed by the Parties), Trinity shall cause the trustee of the Trinity Profit Sharing Plan to transfer from the trust(s) which forms a part of the Trinity Profit Sharing Plan to the trust(s) which forms a part of the Arcosa Profit Sharing Plan the account balances of the Arcosa Group Employees under the Trinity Profit Sharing Plan, determined as of the date of the transfer. Such transfers shall be made in kind, including promissory notes evidencing the transfer of outstanding loans. Any asset and liability transfers pursuant to this Section 5.02(c) shall comply in all respects with Sections 414(l) and 411(d)(6) of the Code.

(d) Arcosa Profit Sharing Plan Provisions . The Arcosa Profit Sharing Plan shall provide that:

(i) Arcosa Group Employees shall (A) be eligible to participate in the Arcosa Profit Sharing Plan as of the Effective Time to the extent that they were eligible to participate in the Trinity Profit Sharing Plan as of immediately prior to the Effective Time, and (B) receive credit for purposes of eligibility and vesting for all service credited for those purposes under the Trinity Profit Sharing Plan as of immediately prior to the Distribution Date as if that service had been rendered to Arcosa; and

(ii) the account balance of each Arcosa Group Employee under the Trinity Profit Sharing Plan as of the date of the transfer of assets from the Trinity Profit Sharing Plan (including any outstanding promissory notes) shall be credited to such individual's account balance under the Arcosa Profit Sharing Plan.

(e) Trinity Profit Sharing Plan after Effective Time . From and after the Effective Time, (i) the Trinity Profit Sharing Plan shall continue to be responsible for liabilities in respect of Trinity Group Employees and all Former Employees under the Trinity Profit Sharing Plan, and (ii) subject to Section 2.02(b) hereof, no Arcosa Group Employees shall accrue any benefits under the Trinity Profit Sharing Plan. Without limiting the generality of the foregoing, Arcosa Group Employees shall cease to be participants in the Trinity Profit Sharing Plan effective as of the Effective Time.

(f) Plan Fiduciaries . For all periods after the Effective Time, the Parties agree that the applicable fiduciaries of each of the Trinity Profit Sharing Plan and the Arcosa Profit Sharing Plan, respectively, shall have the authority with respect to the Trinity Profit Sharing Plan and the Arcosa Profit Sharing Plan, respectively, to determine the investment alternatives, the terms and conditions with respect to those investment alternatives and such other matters as are within the scope of their duties under ERISA and the terms of the applicable plan documents.

(g) No Loss of Unvested Benefits . The transfer of any Arcosa Group Employee's employment to the Arcosa Group will not result in loss of that Arcosa Group Employee's unvested benefits (if any) under the Trinity Profit Sharing Plan, which benefit liability will be assumed under the Arcosa Profit Sharing Plan as provided herein.

ARTICLE VI

U.S. NONQUALIFIED PLANS

Section 6.01 Arcosa Nonqualified Plans.

(a) Transfer of Nonqualified Supplemental Profit Sharing Plan Liabilities from Trinity .

(i) As of the Effective Time, Arcosa shall, and shall cause the Arcosa Supplemental Profit Sharing Plan to, assume all Liabilities under the Trinity Supplemental Profit Sharing Plan for the benefit of Arcosa Group Employees, and the Trinity Group and the Trinity Supplemental Profit Sharing Plan shall be relieved of all Liabilities with respect to those benefits. Trinity shall retain all Liabilities under the Trinity Supplemental Profit Sharing Plan with respect to the benefits for Trinity Group Employees and all Former Employees under the Trinity Supplemental Profit Sharing Plan. From and after the Effective Time, Arcosa Group Employees shall cease to be participants in the Trinity Supplemental Profit Sharing Plan.

(ii) The Arcosa Group shall cause the deferral elections in respect of the year in which the Distribution occurs of each Arcosa Group Employee who is a participant under the Trinity Supplemental Profit Sharing Plan to be honored under the Arcosa Supplemental Profit Sharing Plan.

(b) Transfer of Director Fees Plan and 2005 Director Fees Plan Liabilities from Trinity .

(i) As of the Effective Time, except as otherwise provided in Section 4.02 , Arcosa shall, and shall cause the Arcosa Director Fees Plan to, assume all Liabilities under the Trinity Director Fees Plan for the benefit of non-employee directors of Trinity who become Transferred Directors, and the Trinity Group and the Trinity Director Fees Plan shall be relieved of all Liabilities for those benefits. As of the Effective Time, except as otherwise provided in Section 4.02 , Trinity shall retain all Liabilities under the Director Fees Plan for the benefits of members of the Trinity Board (other than Transferred Directors). From and after the Effective Time, the Transferred Directors shall cease to be participants in the Trinity Director Fees Plan.

(ii) As of the Effective Time, except as otherwise provided in Section 4.02 , Arcosa shall, and shall cause the Arcosa 2005 Director Fees Plan to, assume all Liabilities under the Trinity 2005 Director Fees Plan for the benefit of non-employee directors of Trinity who become Transferred Directors, and the Trinity Group and the Trinity Director Fees Plan shall be relieved of all Liabilities for those benefits . As of the Effective Time, except as otherwise provided in Section 4.02 , Trinity shall retain all Liabilities under the 2005 Director Fees Plan for the benefits of members of the Trinity Board (other than Transferred Directors). From and after the Effective Time, the Transferred Directors shall cease to be participants in the Trinity Director Fees Plan.

(iii) The Arcosa Group shall cause the deferral elections of each Transferred Director in respect of the year in which the Distribution occurs shall be honored under the Arcosa 2005 Director Fees Plan.

(c) Prior to or upon the Effective Time, Trinity shall cause the grantor or "rabbi" trusts established with respect to benefits provided under the Trinity Supplemental Profit Sharing Plan and/or Trinity Director Fees Plan and Trinity 2005 Director Fees Plan to transfer to a corresponding "rabbi" trust established by Arcosa all assets held in the Trinity grantor trust(s) in respect of Arcosa Group Employees and Transferred Directors participating in the aforementioned Trinity Supplemental Profit Sharing Plan and/or Trinity Director Fees Plan and Trinity 2005 Director Fees Plan prior to the Distribution Date.

Section 6.02 Retained Nonqualified Plans . The Parties acknowledge that Trinity will retain the Trinity Supplemental Retirement Plan and Transition Compensation Plan, and Arcosa will not assume any Liabilities in respect of the Trinity Supplemental Retirement Plan or Transition Compensation Plan.

Section 6.03 No Distributions . The transfer of any Arcosa Group Employee's employment to the Arcosa Group will not result in (i) the loss of that Arcosa Group Employee's unvested benefits (if any) under any Trinity nonqualified deferred compensation plan, which benefit liability will be assumed under the applicable Arcosa nonqualified deferred compensation plan as provided herein. For purposes of determining when a distribution is required from an Arcosa nonqualified deferred compensation plan described in this Article VI, Arcosa Group Employees and Transferred Directors will be treated as not having experienced a separation from service until such Arcosa Group Employee or Transferred Director has separated from service from the Arcosa Group. Accordingly (x) no Arcosa Group Employee shall be entitled to a distribution of his or her benefit under any Trinity nonqualified deferred compensation plan or Arcosa nonqualified deferred compensation plan as a result of his or her transfer of employment and (y) no Transferred Director shall be entitled to a distribution of his or her benefit under the Trinity Director Fees Plan, Trinity 2005 Director Fees Plan, Arcosa Director Fees Plan or Arcosa 2005 Director Fees Plan as a result of his or her transfer.

ARTICLE VII

WELFARE BENEFIT PLANS

Section 7.01 Welfare Plans .

(a) Treatment of Health and Welfare Plans for the Remainder of 2018 . Pursuant to the terms and conditions set forth in the Transition Services Agreement, Arcosa Group Employees and Former Arcosa Group Employees that participated in a Trinity Welfare Plan on the Distribution Date shall continue to be covered by such Trinity Welfare Plan through December 31, 2018.

(b) Welfare Plan Authority . For all periods, before, during and after the Effective Time, the Parties agree that Trinity or its delegates shall have the sole authority to exercise its authority as plan sponsor with respect to the Trinity Welfare Plans, including, without limitation, the authority to terminate any or all of the Trinity Welfare Plans.

(c) Waiver of Conditions; Benefit Maximums . Once established effective January 1, 2019, Arcosa shall use commercially reasonable efforts to cause the Arcosa Welfare Plans to:

(i) with respect to initial enrollment, waive (A) all limitations as to preexisting conditions, exclusions, and service conditions with respect to participation and coverage requirements applicable to any Arcosa Group Employee or Former Arcosa Group Employee, other than limitations that were in effect with respect to the Arcosa Group Employee or Former Arcosa Group Employee under the applicable Trinity Welfare Plan as of immediately prior to the Effective Time, and (B) any waiting period limitation or evidence of insurability requirement applicable to an Arcosa Group Employee or Former Arcosa Group Employee other than limitations or requirements that were in effect with respect to such Arcosa Group Employee or Former Arcosa Group Employee under the applicable Trinity Welfare Plans as of immediately prior to the Effective Time; and

(ii) take into account with respect to aggregate annual, lifetime, or similar maximum benefits available under the Arcosa Welfare Plans, an Arcosa Group Employee's or Former Arcosa Group Employee's prior claim experience under the Trinity Welfare Plans and any Benefit Plan that provides leave benefits for purposes of satisfying all aggregate annual, lifetime or maximum out-of-pocket requirements applicable to such Arcosa Group Employee or Former Arcosa Group Employee and his or her covered dependents for the applicable plan year to the same extent as such expenses were taken into account by Trinity for similar purposes as if such amounts had been paid in accordance with such Arcosa Welfare Plan.

(d) U.S. Flexible Spending Accounts . The Parties shall use commercially reasonable efforts to ensure that as of the Effective Time any health or dependent care flexible spending accounts of Arcosa Group Employees (whether positive or negative) (the " Transferred Account Balances ") under Trinity Welfare Plans that are health or dependent care flexible spending account plans are transferred, as soon as practicable after January 1, 2019, from the Trinity Welfare Plans to the corresponding Arcosa Welfare Plans. Such Arcosa Welfare Plans shall assume responsibility as of January 1, 2019 for all outstanding health or dependent care claims under the corresponding Trinity Welfare Plans of each Arcosa Group Employee for the year in which the Effective Time occurs and shall assume and agree to perform the obligations of the corresponding Trinity Welfare Plans from and after January 1, 2019. As soon as practicable after January 1, 2019, and in any event within 30 days after the amount of the Transferred Account Balances is determined or such later date as mutually agreed upon by the Parties, Arcosa shall pay Trinity the net aggregate amount of the Transferred Account Balances, if such amount is positive, and Trinity shall pay Arcosa the net aggregate amount of the Transferred Account Balances, if such amount is negative.

(e) Allocation of Welfare Assets and Liabilities . Effective as of the Effective Time, the Arcosa Group shall assume all Liabilities relating to, arising out of or resulting from health and welfare coverage or claims incurred by or on behalf of Arcosa Group Employees or their covered dependents or Former Arcosa Group Employees or their covered dependents (other than such Former Arcosa Employees who have retired from Trinity prior to the Effective Time under the Trinity Profit Sharing Plan or a Trinity Pension Plan (each, a " Retiree ")) including but not limited to all COBRA costs under the Trinity Welfare Plans or Arcosa Welfare Plans before, at, or after the Effective Time; it being understood that the Arcosa Group shall reimburse Trinity for all amounts under the Trinity Welfare Plans attributable to Arcosa Group Employees and Former Arcosa Group Employees other than the Retirees as more fully set forth in the Transition Services Agreement with respect to claims incurred during the period from the Distribution Date through December 31, 2018 (including any applicable run out period). For the avoidance of doubt, COBRA coverage for Arcosa Group Employees or their covered dependents or Former Arcosa Group Employees or their covered dependents (other than a Retiree) will be provided by the Trinity Welfare Plans from the Distribution Date through December 31, 2018, but as of January 1, 2019 coverage for all Arcosa Group Employees or their covered dependents or Former Arcosa Group Employees or their covered dependents (other than a Retiree) including COBRA coverage shall transfer to the Arcosa Welfare Benefit Plans.

Section 7.02 U.S. COBRA and HIPAA . The Trinity Group shall continue to be responsible for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Trinity Welfare Plans with respect to any Trinity Group Employees (and their covered dependents) and any Former Trinity Group Employees (and their covered dependents) who incur a qualifying event under COBRA before, as of, or after the Effective Time. Effective as of January 1, 2019, the Arcosa Group shall assume responsibility for complying with, and providing coverage pursuant to, the health care continuation requirements of COBRA, the certificate of creditable coverage requirements of HIPAA, and the corresponding provisions of the Arcosa Welfare Plans with respect to any Arcosa Group Employees or Former Arcosa Group Employees (and their covered dependents) who incur a qualifying event or loss of coverage under the Trinity Welfare Plans and/or the Arcosa Welfare Plans before, as of, or after the Effective Time. The Parties agree that the consummation of the transactions contemplated by the Separation and Distribution Agreement shall not constitute a COBRA qualifying event for any purpose of COBRA.

Section 7.03 Vacation, Holidays and Leaves of Absence .

(a) In General . Effective as of the Effective Time, the Arcosa Group shall assume all Liabilities of the Trinity Group with respect to vacation, banked vacation, holiday, other paid time off policies, leave of absence, and required payments related thereto, for each Arcosa Group Employee. The Trinity Group shall retain all Liabilities with respect to vacation, banked vacation, holiday, other paid time off policies, leave of absence, and required payments related thereto, for each Trinity Group Employee. Notwithstanding the generality of the foregoing, Trinity shall fund the legacy banked vacation benefits accrued by Arcosa Group Employees as of the Distribution Date.

(b) Establishment and Administration of Leave of Absence Programs for Arcosa Group Employees.

(i) Trinity agrees to continue administering leaves of absence and Short Term Disability to (either in its own capacity or through a third party administrator) for Arcosa Group Employees for the remainder of 2018. For purposes of FMLA (or other applicable state/municipal leaves), Trinity (either in its own capacity or through its third party administrator for leaves of absence) agrees to treat Arcosa Group Employees as if Arcosa were a successor. Specifically, Arcosa Group Employees who are out on approved FMLA leave (or who have approved intermittent FMLAs) shall not need to reapply, provide recertifications, or reestablish eligibility unless they would do so in the ordinary course of their employment with Trinity or Arcosa. Arcosa agrees to provide, or shall cause its employees provide, each Arcosa Group Employee’s work schedule, FMLA usage, and other contact information required to comply with the calculations and notice provisions prescribed under the FMLA. At the end of 2018, Arcosa will provide to the Arcosa Group Employees new instructions on how to apply for and/or continue their leaves of absence. As soon as administratively possible and not later than the January 1, 2019, the Trinity Group shall provide to the Arcosa Group (or its designated representative) copies of all records pertaining to the Trinity Group leave of absence programs and FMLA with respect to all Arcosa Group Employees to the extent such records have not been provided previously to the Arcosa Group, including: information on all leaves of absence for Arcosa Group Employees, including: all notices or other documents provided to employees seeking approval or on approved leave, all information received from employees seeking approval or on approved leave, leave of absence tracking for all of 2018, and any and all related notes of conversations with such Arcosa Group Employees.

(ii) Effective as of January 1, 2019, the Arcosa Group shall be responsible for administering compliance with the Arcosa leave of absence programs and FMLA with respect to Arcosa Group Employees including but not limited to: (i) the Arcosa Group shall adopt, and shall cause each member of the Arcosa Group to adopt, leave of absence programs; (ii) the Arcosa Group shall honor, and shall cause each member of the Arcosa Group to honor, all terms and conditions of leaves of absence which have been granted to any Arcosa Employee under a Trinity leave of absence program or FMLA before January 1, 2019, including such leaves that are to commence after January 1, 2019; and (iii) the Arcosa Group shall recognize all periods of service of each Arcosa Group Employee with the Trinity Group to the extent such service is recognized by the Trinity Group for the purpose of eligibility for leave entitlement under the Trinity Group leave of absence programs and FMLA.

Section 7.04 Severance and Unemployment Compensation . Effective as of the Effective Time, except as set forth on Schedule 7.04 hereto, the Arcosa Group shall assume any and all Liabilities to, or relating to, Arcosa Group Employees and Former Arcosa Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time. The Trinity Group shall be responsible for any and all Liabilities to, or relating to, Trinity Group Employees and Former Trinity Group Employees in respect of severance and unemployment compensation, regardless of whether the event giving rise to the Liability occurred before, at or after the Effective Time. Without limiting the generality of the foregoing, except as set forth on Schedule 7.04 hereto, as of the Effective Time, Arcosa or a member of the Arcosa Group shall be solely responsible for all Liabilities under any Severance Transition Agreement entered into with a Former Arcosa Employee prior to the Effective Time.

Section 7.05 Workers' Compensation . With respect to claims for workers' compensation, (a) the Arcosa Group shall be responsible for claims in respect of Arcosa Group Employees and Former Arcosa Group Employees, whether occurring before, at or after the Effective Time, and (b) the Trinity Group shall be responsible for all claims in respect of Trinity Group Employees and Former Trinity Group Employees, whether occurring before, at or after the Effective Time. The treatment of workers' compensation claims with respect to Trinity insurance policies shall be governed by Article IX of the Separation and Distribution Agreement.

Section 7.06 Insurance Contracts . To the extent that any Trinity Welfare Plan is funded through the purchase of an insurance contract or is subject to any stop loss contract, the Parties will cooperate and use their commercially reasonable efforts to replicate such insurance contracts for Arcosa (except to the extent that changes are required under applicable state insurance Laws or filings by the respective insurers) and to maintain any pricing discounts or other preferential terms for both Trinity and Arcosa for a reasonable term. Neither Party shall be liable for failure to obtain such insurance contracts, pricing discounts, or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.06 .

Section 7.07 Third-Party Vendors . To the extent that any Trinity Welfare Plan is administered by a third-party vendor, the Parties will cooperate and use their commercially reasonable efforts to replicate any contract with such third-party vendor for Arcosa and to maintain any pricing discounts or other preferential terms for both Trinity and Arcosa for a reasonable term. Neither Party shall be liable for failure to obtain such pricing discounts or other preferential terms for the other Party. Each Party shall be responsible for any additional premiums, charges, or administrative fees that such Party may incur pursuant to this Section 7.07 .

ARTICLE VIII

NON-U.S. EMPLOYEES

Section 8.01 Non-U.S. Employees .

Notwithstanding anything in this Agreement to the contrary, all actions taken with respect to non-U.S. Employees or U.S. Employees working in non-U.S. jurisdictions shall be subject to and accomplished in accordance with applicable Law in the custom of the applicable jurisdictions.

ARTICLE IX

MISCELLANEOUS

Section 9.01 Employee Records .

(a) Sharing of Information . Subject to any limitations imposed by applicable Law, Trinity and Arcosa (acting directly or through members of the Trinity Group or the Arcosa Group, respectively) shall provide to the other and their respective authorized agents and vendors all information necessary for the Parties to perform their respective duties under this Agreement.

(b) Transfer of Personnel Records and Authorization . Subject to any limitation imposed by applicable Law and to the extent that it has not done so before the Effective Time, Trinity shall transfer to Arcosa any and all employment records (including any Form I-9, Form W-2 or other IRS forms) with respect to Arcosa Group Employees and Former Arcosa Group Employees and other records reasonably required by Arcosa to enable Arcosa properly to carry out its obligations under this Agreement. Such transfer of records generally shall occur as soon as administratively practicable at or after the Effective Time. Each Party will permit the other Party reasonable access to Employee records, to the extent reasonably necessary for such accessing Party to carry out its obligations hereunder.

(c) Access to Records . To the extent not inconsistent with this Agreement, the Separation and Distribution Agreement or any applicable privacy protection Laws or regulations, reasonable access to Employee-related records after the Effective Time will be provided to members of the Trinity Group and members of the Arcosa Group pursuant to the terms and conditions of Article VII of the Separation and Distribution Agreement.

(d) Maintenance of Records . With respect to retaining, destroying, transferring, sharing, copying and permitting access to all Employee-related information, Trinity and Arcosa shall comply with all applicable Laws, regulations and its own internal policies, and shall indemnify and hold harmless each other from and against any and all Liability, claims, actions, and damages that arise from a failure (by the indemnifying Party or its Subsidiaries or their respective agents) to so comply with all applicable Laws, regulations and its own internal policies applicable to such information.

(e) Cooperation . Each Party shall use commercially reasonable efforts to cooperate and work together to unify, consolidate and share (to the extent permissible under applicable privacy/data protection laws) all relevant documents, resolutions, government filings, data, payroll, employment and benefit plan information on regular timetables and cooperate as needed with respect to (i) any litigation with respect to any employee benefit plan, policy or arrangement contemplated by this Agreement, (ii) efforts to seek a determination letter, private letter ruling or advisory opinion from the IRS or U.S. Department of Labor on behalf of any employee benefit plan, policy or arrangement contemplated by this Agreement, and (iii) any filings that are required to be made or supplemented to the IRS, U.S. Pension Benefit Guaranty Corporation, U.S. Department of Labor or any other Governmental Authority; provided , however , that requests for cooperation must be reasonable and not interfere with daily business operations.

(f) Confidentiality . Notwithstanding anything in this Agreement to the contrary, all confidential records and data relating to Employees to be shared or transferred pursuant to this Agreement shall be subject to Section 7.4 of the Separation and Distribution Agreement and the requirements of applicable Law.

Section 9.02 Preservation of Rights to Amend . The rights of each member of the Trinity Group and each member of the Arcosa Group to amend, waive, or terminate any plan, arrangement, agreement, program, or policy referred to herein shall not be limited in any way by this Agreement.

Section 9.03 Fiduciary Matters . Trinity and Arcosa each acknowledges that actions required to be taken pursuant to this Agreement may be subject to fiduciary duties or standards of conduct under ERISA or other applicable Law, and no Party shall be deemed to be in violation of this Agreement if it fails to comply with any provisions hereof based upon its good-faith determination (as supported by advice from counsel experienced in such matters) that to do so would violate such a fiduciary duty or standard. Each Party shall be responsible for taking such actions as are deemed necessary and appropriate to comply with its own fiduciary responsibilities and shall fully release and indemnify the other Party for any Liabilities caused by the failure to satisfy any such responsibility.

Section 9.04 Further Assurances . Each Party hereto shall take, or cause to be taken, any and all reasonable actions, including the execution, acknowledgment, filing and delivery of any and all documents and instruments that any other Party hereto may reasonably request in order to effect the intent and purpose of this Agreement and the transactions contemplated hereby.

Section 9.05 Counterparts; Entire Agreement; Corporate Power .

(a) This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by facsimile or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

(b) This Agreement and the Exhibits, Schedules and appendices hereto contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter, and there are no agreements or understandings between the Parties other than those set forth or referred to herein or therein.

(c) Trinity represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, and Arcosa represents on behalf of itself and, to the extent applicable, each of its Subsidiaries, as follows:

(i) each such Person has the requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; and

(ii) this Agreement has been duly executed and delivered by it and constitutes a valid and binding agreement of it enforceable in accordance with the terms hereof.

Section 9.06 Governing Law . This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort, or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the law of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 9.07 Assignability . The assignability provisions set forth in Section 10.9 of the Separation and Distribution Agreement shall apply to this Agreement.

Section 9.08 No Third-Party Beneficiaries ; No Plan Amendments . The provisions of this Agreement are solely for the benefit of the Parties and are not intended to confer upon any other Person except the Parties any rights or remedies hereunder. There are no other third-party beneficiaries of this Agreement and this Agreement shall not provide any third party with any remedy, claim, Liability, reimbursement, claim of action or other right in excess of those existing without reference to this Agreement. No provision of this Agreement or the Separation and Distribution Agreement shall be construed to create any right, or accelerate entitlement, to any compensation or benefit whatsoever on the part of any future, present, or former employee of Trinity a Trinity Group member, Arcosa, or an Arcosa Group member under any Trinity Benefit Plan or Arcosa Plan or otherwise. Except as expressly provided in this Agreement, nothing in this Agreement shall preclude Arcosa or any Arcosa Group member, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Arcosa Benefit Plan, any benefit under any Arcosa Benefit Plan or any trust, insurance policy or funding vehicle related to any Arcosa Benefit Plan; and nothing in this Agreement shall preclude Trinity or any Trinity Group member, at any time after the Effective Time, from amending, merging, modifying, terminating, eliminating, reducing, or otherwise altering in any respect any Trinity Benefit Plan, any benefit under any Trinity Benefit Plan or any trust, insurance policy or funding vehicle related to any Trinity Benefit Plan.

Section 9.09 Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by electronic e-mail with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 9.09 ):

If to Trinity (and to Arcosa prior to the Distribution Effective Time), to:

Trinity Industries, Inc.
2525 N. Stemmons Freeway

Dallas, Texas 75207-2401

Email: Theis.Rice@trin.net
Attention: General Counsel

and

with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Email: stephen.arcano@skadden.com

neil.stronski@skadden.com

Attention: Stephen F. Arcano

Neil P. Stronski

If to Arcosa (after the Distribution Effective Time), to:

Arcosa, Inc.
500 North Akard St, Suite 400

Dallas TX 75201

Attn: General Counsel

Any Party may, by notice to the other Party, change the address to which such notices are to be given.

Section 9.10 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.

Section 9.11 Headings . The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.12 Survival of Covenants . Except as expressly set forth in this Agreement, the covenants, representations and warranties and other agreements contained in this Agreement, and Liability for the breach of any obligations contained herein, shall survive the Separation and the Distribution and shall remain in full force and effect thereafter.

Section 9.13 Waivers of Default . Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 9.14 Dispute Resolution . The dispute resolution procedures set forth in Article VIII of the Separation and Distribution Agreement shall apply to any dispute, controversy or claim arising out of or relating to this Agreement.

Section 9.15 Consent to Jurisdiction . Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between any of the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the "Delaware Courts"). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party's respective address set forth in Section 9.09 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 9.15 shall be effective only pursuant to service on a Party's registered agent for service of process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 9.16 Specific Performance . The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Section 9.14 , (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 9.17 Waiver of Jury Trial . SUBJECT TO ARTICLE VIII OF THE SEPARATION AND DISTRIBUTION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT, ANY ANCILLARY AGREEMENT, OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF SUCH AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.17 .

Section 9.18 Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, amendment, supplement or modification.

Section 9.19 Limitations of Liability . EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD-PARTY CLAIM, IN NO EVENT SHALL TRINITY, ARCOSA OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 9.20 No Reliance on Other Party; Mutual Drafting . This Agreement shall be deemed to be the joint work product of the Parties and any rule of construction that a document shall be interpreted or construed against a drafter of such document shall not be applicable to this Agreement. The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party's employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party's employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

[ Remainder of page intentionally left blank ]

IN WITNESS WHEREOF, the Parties have caused this Employee Matters Agreement to be executed by their duly authorized representatives.

	TRINITY INDUSTRIES, INC.

	By:	/s/ Timothy R. Wallace
	Name: Timothy R. Wallace
	Title: Chief Executive Officer and President

	ARCOSA, INC.

	By:	/s/ Antonio Carrillo
	Name: Antonio Carrillo
	Title: Chief Executive Officer and President

Exhibit 10.4

INTELLECTUAL PROPERTY MATTERS AGREEMENT

by and between

TRINITY INDUSTRIES, INC.

and

ARCOSA, INC.

Dated as of October 31, 2018

TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS

Section 1.01	Certain Defined Terms	1

ARTICLE II

LICENSE GRANT

Section 2.01	Grant from Trinity to Arcosa	3
Section 2.02	Grant from Arcosa to Trinity	3
Section 2.03	Improvements	3
Section 2.04	Section 365(n) of the Bankruptcy Code	4
Section 2.05	Ownership; Reservation of Rights	4

ARTICLE III

COVENANTS

Section 3.01	Ownership	4
Section 3.02	Prosecution and Maintenance	4
Section 3.03	Third Party Infringements, Misappropriations, Violations	4
Section 3.04	Patent Marking	4

ARTICLE IV

TERM AND TERMINATION

Section 4.01	Term	5
Section 4.02	No Termination	5

ARTICLE V

DISCLAIMER; LIMITATION OF LIABILITY; ASSUMPTION OF RISK

Section 5.01	Warranty and Disclaimer	5
Section 5.02	Consequential Damages	5
Section 5.03	Assumption of Risk	6
Section 5.04	Indemnification	6

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.01	Confidentiality	6
Section 6.02	Independent Contractor	6
Section 6.03	Complete Agreement	6
Section 6.04	Counterparts	7
Section 6.05	Notices	7
Section 6.06	Waiver	7
Section 6.07	Modification or Amendment	8
Section 6.08	No Assignment; Binding Effect	8
Section 6.09	No Circumvention	8
Section 6.10	Subsidiaries	8
Section 6.11	Third Party Beneficiaries	8
Section 6.12	Titles and Headings	8
Section 6.13	Exhibits and Schedules	8
Section 6.14	Governing Law	9
Section 6.15	Disputes; Consent to Jurisdiction	9
Section 6.16	Specific Performance	9
Section 6.17	Waiver of Jury Trial	10
Section 6.18	Severability	10
Section 6.19	Construction	10
Section 6.20	Authorization	10
Section 6.21	No Duplication; No Double Recovery	10
Section 6.22	No Reliance on Other Party	11

INTELLECTUAL PROPERTY MATTERS AGREEMENT

This INTELLECTUAL PROPERTY MATTERS AGREEMENT dated as of October 31, 2018 (this “ Agreement ”), is by and between Trinity Industries, Inc., a Delaware corporation (“ Trinity ”), and Arcosa, Inc., a Delaware corporation (“ Arcosa ”). Each of Trinity and Arcosa is sometimes referred to as a “ Party ” and collectively are sometimes referred to as the “ Parties .” All capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the Separation and Distribution Agreement (defined below).

RECITALS

WHEREAS, in connection with the transactions contemplated by the Separation and Distribution Agreement, each Party agreed to license to the other certain Intellectual Property commencing as of the Effective Time, on the terms and conditions set forth in this Agreement.

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms . Capitalized terms used but not defined herein have the meanings given to such terms in the Separation and Distribution Agreement. The following capitalized terms used in this Agreement shall have the meanings set forth below:

(a) “ Arcosa Intellectual Property ” means Intellectual Property (other than Trademarks) that both (i) is owned by the Arcosa Group as of the Effective Time and (ii) was used in the Trinity Business in the twelve (12) consecutive months immediately prior to the Effective Time, including the Intellectual Property identified on Schedule A. For the avoidance of doubt, Arcosa Intellectual Property does not include any Intellectual Property created or acquired by any member of the Arcosa Group after the Effective Time, except for any patent filed by any member of the Arcosa Group after the Effective Time that claims priority back to any patents described by (i) and (ii) above.

(b) “ Arcosa Segments ” means (i) construction products, namely, manufacturing and selling trench shields and shoring products and services for infrastructure-related projects, and producing and selling lightweight and natural construction aggregates, provided that in no event shall such products include highway products; (ii) transportation products, namely, manufacturing and selling barges and related products for inland waterway services; (iii) manufacturing and selling steel components for railcars and other transportation equipment; and (iv) energy production and transmission equipment, namely, structural wind energy towers, well-head and related energy products storage equipment, steel utility structures for electricity transmission and distribution, pressurized and non-pressurized storage and distribution containers, cryogenic storage and transport containers and gas processing and storage equipment used at well sites and midstream locations.

(c) “ Improvement ” means any modification, derivative work or improvement of any technology, whether or not patentable, including, without limitation, designs, formulae, procedures, methods, techniques, ideas, know-how, results of research and development, software, inventions, apparatus, creations, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and any other embodiments of the above, in any form whether or not specifically listed herein.

(d) “ Intellectual Property ” shall have the definition set forth in the Separation and Distribution Agreement; provided , that the term “Intellectual Property”, as used herein, expressly excludes Trademarks.

(e) “ Trinity Intellectual Property ” means Intellectual Property (other than Trademarks) that both (i) is owned by the Trinity Group as of the Effective Time and (ii) was used in the Arcosa Business in the twelve (12) consecutive months immediately prior to the Effective Time, including the Intellectual Property identified on Schedule B. For the avoidance of doubt, Trinity Intellectual Property does not include any Intellectual Property created or acquired by any member of the Trinity Group after the Effective Time, except for any patent filed by any member of the Trinity Group after the Effective Time that claims priority back to any patents described by (i) and (ii) above.

(f) “ Trinity Segments ” means (i) manufacturing, selling and/or leasing railcars and manufacturing and selling related parts and components; (ii) railcar maintenance, management, repair and retrofitting services; (iii) manufacturing, selling and renting highway products; (iv) manufacturing and selling heads for railcars and storage containers; (v) mounting of wheel and axle sets and (vi) owning and/or operating a fleet of railcars and providing third-party fleet leasing, management, maintenance, and administrative services, and providing logistical and security services.

(g) “ Use ” means to use, practice, reproduce, distribute, perform, display, license, sublicense, and otherwise exploit; to prepare modifications, derivative works, or improvements based upon; and to make, have made, sell, distribute, offer to sell, have sold, import, export, lease and otherwise commercialize or dispose of products and services based upon the Intellectual Property.

ARTICLE II

LICENSE GRANT

Section 2.01 Grant from Trinity to Arcosa .

(a) Trinity hereby grants, and shall cause the other members of the Trinity Group to grant, to Arcosa a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to Use the Trinity Intellectual Property for any purpose within the Arcosa Business or any future business of the Arcosa Group, provided that Arcosa shall have no right to Use the Trinity Intellectual Property in connection with the Trinity Segments. The foregoing license is not sublicensable except as expressly provided in Section 2.01(b) . The foregoing license is (i) exclusive (except with respect to the Trinity Group) within the field of the Arcosa Segments and (ii) non-exclusive in all other fields.

(b) Arcosa may grant sublicenses of the rights and licenses granted under this Section 2.01 in whole or in part to (i) the other members of the Arcosa Group, for so long as such members are Affiliates of Arcosa; (ii) contractors and other service providers performing services for the benefit of the Arcosa Group, for the duration of the performance of such services; and (iii) customers of the Arcosa Group in connection with the provision of products and services to such customers.

Section 2.02 Grant from Arcosa to Trinity .

(a) Arcosa hereby grants, and shall cause the other members of the Arcosa Group to grant, to Trinity a worldwide, perpetual, irrevocable, royalty-free, fully paid-up license to Use the Arcosa Intellectual Property for any purpose within the Trinity Business or any future business of the Trinity Group, provided that Trinity shall have no right to Use the Arcosa Intellectual Property in connection with the Arcosa Segments. The foregoing license is not sublicensable except as expressly provided in Section 2.02(b) . The foregoing license is (i) exclusive (except with respect to the Arcosa Group) within the field of the Trinity Segments and (ii) non-exclusive in all other fields.

(b) Trinity may grant sublicenses of the rights and licenses granted under this Section 2.02 in whole or in part to (i) the other members of the Trinity Group, for so long as such members are Affiliates of Trinity; (ii) contractors and other service providers performing services for the benefit of the Trinity Group, for the duration of the performance of such services; and (iii) customers of the Trinity Group in connection with the provision of products and services to such customers.

Section 2.03 Improvements . As between the Parties, Trinity shall own any Improvements made by or on behalf of any member of the Trinity Group to the Trinity Intellectual Property or the Arcosa Intellectual Property. As between the Parties, Arcosa shall own any Improvements made by or on behalf of it to the Arcosa Intellectual Property or the Trinity Intellectual Property. Neither Party will have any obligation to license, disclose or deliver to the other Party any Improvements made by it to the Trinity Intellectual Property or the Arcosa Intellectual Property.

Section 2.04 Section 365(n) of the Bankruptcy Code . All rights and licenses granted under this Agreement are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code (the “Bankruptcy Code”), licenses of rights to “intellectual property” as defined under Section 101 (35A) of the Bankruptcy Code. The Parties shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code.

Section 2.05 Ownership; Reservation of Rights . As between the Parties, Trinity will continue to own all right, title and interest in and to the Trinity Intellectual Property. As between the Parties, Arcosa will continue to own all right, title and interest in and to the Arcosa Intellectual Property. All rights not expressly granted by a Party hereunder are reserved by such Party. Without limiting the generality of the foregoing, the Parties expressly acknowledge that nothing contained herein shall be construed or interpreted as a grant, by implication or otherwise, of any licenses other than the licenses expressly set forth in this Article II . The licenses granted in Sections 2.01 and 2.02 are subject to, and limited by, any and all licenses, rights, limitations and restrictions with respect to, as applicable, the Trinity Intellectual Property or the Arcosa Intellectual Property previously granted to or otherwise obtained by any Third Party that are in effect as of the Effective Time, for so long as such previous licenses, rights, limitations and restrictions are in effect.

ARTICLE III

COVENANTS

Section 3.01 Ownership . No Party shall represent that it has any ownership interest in any Intellectual Property of the other Party licensed hereunder.

Section 3.02 Prosecution and Maintenance . Each Party retains the sole right to protect at its sole discretion the Intellectual Property owned by such Party, including deciding whether and how to file and prosecute applications to register patents and copyrights included in such Intellectual Property, whether to abandon prosecution of such applications, and whether to discontinue payment of any maintenance or renewal fees with respect to any patents.

Section 3.03 Third Party Infringements, Misappropriations, Violations . Each Party shall promptly notify the other Party in writing of any infringements, misappropriations or other violations by a Third Party of the Intellectual Property of the other Party being licensed hereunder that come to such Party’s attention. The licensing Party shall have the sole right to determine at its sole discretion whether any action shall be taken in response to such infringements, misappropriations or other violations. Any such action taken by the licensing Party shall be taken at the sole cost and expense of the licensing Party, and any damages awarded or otherwise paid by a Third Party as a result of any such action shall be for the sole account of the licensing Party. As reasonably requested by the licensing Party, the other Party shall cooperate in any such action at the licensing Party’s sole cost and expense.

Section 3.04 Patent Marking . Each Party acknowledges and agrees that it shall comply with all reasonable requests of the other Party relative to patent markings required to comply with or obtain the benefit of statutory notice or other provisions.

ARTICLE IV

TERM AND TERMINATION

Section 4.01 Term . This Agreement shall remain in full force and effect in perpetuity unless terminated in accordance with its terms.

Section 4.02 No Termination . This Agreement may only be terminated upon the mutual written agreement of the Parties hereto. In the event of a breach of this Agreement, the sole and exclusive remedy of the non-breaching Party shall be to recover monetary damages and/or to obtain injunctive or equitable relief.

ARTICLE V

DISCLAIMER; LIMITATION OF LIABILITY; ASSUMPTION OF RISK

Section 5.01 Warranty and Disclaimer .

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE INTELLECTUAL PROPERTY LICENSED BY THE PARTIES PURSUANT TO THIS AGREEMENT IS FURNISHED “AS IS”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW, DOMESTIC OR FOREIGN, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

(b) Each of Trinity (on behalf of itself and each member of the Trinity Group) and Arcosa (on behalf of itself and each member of the Arcosa Group) further understands and agrees that if the disclaimer of express or implied representations and warranties contained in Section 5.01(a) is held unenforceable or is unavailable for any reason under the Laws of any jurisdiction outside the United States or if, under the Laws of a jurisdiction outside the United States, both Trinity or any member of the Trinity Group, on the one hand, and Arcosa or any member of the Arcosa Group, on the other hand, are jointly or severally liable for any Trinity Liability or any Arcosa Liability, respectively, then, the Parties intend that, notwithstanding any provision to the contrary under the Laws of such foreign jurisdictions, the provisions of this Agreement (including the disclaimer of all representations and warranties, allocation of Liabilities among the Parties and their respective Subsidiaries, releases, indemnification and contribution of Liabilities) shall prevail for any and all purposes among the Parties and their respective Subsidiaries.

Section 5.02 Consequential Damages . EXCEPT AS MAY BE AWARDED TO A THIRD PARTY IN CONNECTION WITH ANY THIRD PARTY CLAIM THAT IS SUBJECT TO THE INDEMNIFICATION OBLIGATIONS IN SECTION 5.04, IN NO EVENT SHALL TRINITY, ARCOSA OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR ANY PUNITIVE, EXEMPLARY, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE, AND IN NO EVENT SHALL EITHER PARTY OR ANY OF ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR OTHER AGENTS BE LIABLE UNDER THIS AGREEMENT FOR LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE OR DAMAGES BASED UPON A MULTIPLE OF EARNINGS OR SIMILAR FINANCIAL MEASURE, EVEN IF UNDER APPLICABLE LAW SUCH LOST PROFITS, OPPORTUNITY COSTS, DIMINUTION IN VALUE, OR SUCH DAMAGES WOULD NOT BE CONSIDERED CONSEQUENTIAL OR SPECIAL DAMAGES.

Section 5.03 Assumption of Risk .

(a) Arcosa, on behalf of itself and its Affiliates, hereby assumes all risk and liability in connection with the Arcosa Group’s use of the Trinity Intellectual Property, provided that nothing in this Agreement shall be deemed to limit the rights and remedies of Arcosa pursuant to the Separation and Distribution Agreement.

(b) Trinity, on behalf of itself and its Affiliates, hereby assumes all risk and liability in connection with the Trinity Group’s use of the Arcosa Intellectual Property, provided that nothing in this Agreement shall be deemed to limit the rights and remedies of Trinity pursuant to the Separation and Distribution Agreement.

Section 5.04 Indemnification . The provisions of Article VI of the Separation and Distribution Agreement shall govern any and all Liabilities or indemnification (including any Indemnifiable Losses) under or in connection with this Agreement, whether arising from statute, principle of common or civil law, principles of strict liability, tort, contract or otherwise under or in connection with this Agreement.

ARTICLE VI

MISCELLANEOUS PROVISIONS

Section 6.01 Confidentiality . Section 7.5 (Confidentiality) of the Separation and Distribution Agreement shall govern the treatment of any Confidential Information disclosed under this Agreement.

Section 6.02 Independent Contractor . Each of Trinity, Arcosa, the Service Providers and the Service Recipients shall be an independent contractor in the performance of its respective obligations hereunder. Nothing in this Agreement shall create or be deemed to create a partnership, joint venture or a relationship of principal and agent or of employer and employee between Trinity and Arcosa, or between any Service Provider and a Service Recipient.

Section 6.03 Complete Agreement . This Agreement, including the exhibits and schedules attached hereto, the Separation and Distribution Agreement and the other Ancillary Agreements (and the exhibits and schedules thereto) shall constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter. In the event of any conflict between the terms and conditions of the body of this Agreement and the terms and conditions of any Schedule, the terms and conditions of such Schedule shall control. Notwithstanding anything to the contrary in this Agreement, in the case of any conflict between the provisions of this Agreement and the provisions of the Separation and Distribution Agreement, the provisions of the Separation and Distribution Agreement shall control.

Section 6.04 Counterparts . This Agreement may be executed in more than one counterparts, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party. Execution of this Agreement or any other documents pursuant to this Agreement by electronic e-mail or other electronic copy of a signature shall be deemed to be, and shall have the same effect as, executed by an original signature.

Section 6.05 Notices . All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt unless the day of receipt is not a Business Day, in which case it shall be deemed to have been duly given or made on the next Business Day) by delivery in person, by overnight courier service, by facsimile with receipt confirmed (followed by delivery of an original via overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 6.05):

If to Trinity:

Trinity Industries, Inc.
2525 N. Stemmons Freeway
Dallas, Texas 75207-2401
Attn: General Counsel

If to Arcosa:

Arcosa, Inc.
500 North Akard St., Suite 400
Dallas, Texas 75201
Attn: General Counsel

Section 6.06 Waiver .

(a) Any provision of this Agreement may be waived if, and only if, such waiver is in writing and signed by the Party against whom the waiver is to be effective.

Section 6.07 Modification or Amendment . This Agreement may only be amended, modified or supplemented, in whole or in part, in a writing signed on behalf of each of the Parties in the same manner as this Agreement and which makes reference to this Agreement.

Section 6.08 No Assignment; Binding Effect . This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their permitted successors and assigns. No Party to this Agreement may assign or delegate, by operation of law or otherwise, all or any portion of its rights, obligations or liabilities under this Agreement without the prior written consent of the other party to this Agreement, which such Party may withhold in its absolute discretion. Subject to the preceding sentence, this Agreement is binding upon, inures to the benefit of and is enforceable by the Parties hereto and their respective successors and permitted assigns.

Section 6.09 No Circumvention . The Parties agree not to directly or indirectly take any actions, act in concert with any Person who takes an action, or cause or allow any member of any such Party’s Group to take any actions (including the failure to take a reasonable action) such that the resulting effect is to materially undermine the effectiveness of any of the provisions of this Agreement.

Section 6.10 Subsidiaries . Each of the Parties shall cause (or with respect to an Affiliate that is not a Subsidiary, shall use commercially reasonable efforts to cause) to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Subsidiary or Affiliate of such Party or by any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. This Agreement is being entered into by Trinity and Arcosa on behalf of themselves and the members of their respective groups (the Trinity Group and the Arcosa Group). This Agreement shall constitute a direct obligation of each such entity and shall be deemed to have been readopted and affirmed on behalf of any Business Entity that becomes a Subsidiary or Affiliate of such Party on and after the Effective Time. Either Party shall have the right, by giving notice to the other Party, to require that any Subsidiary of the other Party execute a counterpart to this Agreement to become bound by the provisions of this Agreement applicable to such Subsidiary.

Section 6.11 Third Party Beneficiaries . Except (i) as provided in Article V relating to Indemnified Parties, this Agreement is solely for the benefit of each Party hereto and its respective Affiliates, successors or permitted assigns, and it is not the intention of the Parties to confer third party beneficiary rights upon any other Person, and should not be deemed to confer upon any third party any remedy, claim, liability, reimbursement, Proceedings or other right in excess of those existing without reference to this Agreement.

Section 6.12 Titles and Headings . Titles and headings to Sections and Articles are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 6.13 Exhibits and Schedules . The exhibits and schedules hereto shall be construed with and be an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. Nothing in the Exhibits or Schedules constitutes an admission of any liability or obligation of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates to any third party, nor, with respect to any third party, an admission against the interests of any member of the Trinity Group or the Arcosa Group or any of their respective Affiliates.

Section 6.14 Governing Law . This Agreement, and all actions, causes of action, or claims of any kind (whether at law, in equity, in contract, in tort or otherwise) that may be based upon, arise out of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement (including any action, cause of action, or claim of any kind based upon, arising out of, or related to any representation or warranty made in, in connection with, or as an inducement to this Agreement) shall be governed by and construed in accordance with the Laws of the State of Delaware, irrespective of the choice of Laws principles of the State of Delaware, including without limitation Delaware laws relating to applicable statutes of limitations and burdens of proof and available remedies.

Section 6.15 Disputes; Consent to Jurisdiction .

(a) All Agreement Disputes will be resolved in accordance with the procedures set forth in Article VIII of the Separation and Distribution Agreement.

(b) Subject to the provisions of Article VIII of the Separation and Distribution Agreement, each of the Parties hereto agrees that the appropriate, exclusive and convenient forum for any disputes between the Parties hereto arising out of this Agreement or the transactions contemplated hereby shall be brought and determined in the Court of Chancery of the State of Delaware, provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court (the “ Delaware Courts ”). Each of the Parties further agrees that delivery of notice or document by United States registered mail to such Party’s respective address set forth in Section 6.05 shall be effective as to the contents of such notice or document, provided that service of process or summons for any action, suit or proceeding in the Delaware Courts with respect to any matters to which it has submitted to jurisdiction in this Section 6.15 shall be effective only pursuant to service on a Party’s registered agent for service of process. Each of the Parties irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in the Delaware Courts, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum..

Section 6.16 Specific Performance . The Parties agree that irreparable damage would occur in the event that the provisions of this Agreement were not performed in accordance with their specific terms. Accordingly, it is hereby agreed that the Parties shall be entitled to (i) an injunction or injunctions to enforce specifically the terms and provisions hereof in any arbitration in accordance with Article VIII of the Separation and Distribution Agreement, (ii) provisional or temporary injunctive relief in accordance therewith in any Delaware Court, and (iii) enforcement of any such award of an arbitral tribunal or a Delaware Court in any court of the United States, or any other any court or tribunal sitting in any state of the United States or in any foreign country that has jurisdiction, this being in addition to any other remedy or relief to which they may be entitled.

Section 6.17 Waiver of Jury Trial . SUBJECT TO ARTICLE VIII OF THE SEPARATION AND DISTRIBUTION AGREEMENT, EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY JUDICIAL PROCEEDING IN WHICH ANY CLAIM OR COUNTERCLAIM (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT, OR OTHERWISE) ASSERTED BASED UPON, ARISING FROM, OR RELATED TO THIS AGREEMENT OR THE COURSE OF DEALING OR RELATIONSHIP BETWEEN THE PARTIES TO THIS AGREEMENT, INCLUDING THE NEGOTIATION, EXECUTION, AND PERFORMANCE OF THIS AGREEMENT. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE 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 THAT NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, OR REPRESENTATIVE OF ANY PARTY SHALL REQUEST A JURY TRIAL IN ANY SUCH PROCEEDING NOR SEEK TO CONSOLIDATE ANY SUCH PROCEEDING WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED AND (B) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6.17.

Section 6.18 Severability . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future Law, the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.

Section 6.19 Construction . The Parties have participated jointly in the negotiation and drafting of this Agreement. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Section 6.20 Authorization . Each of the Parties hereby represents and warrants that it has the power and authority to execute, deliver and perform this Agreement, that this Agreement has been duly authorized by all necessary corporate action on the part of such Party, that this Agreement constitutes a legal, valid and binding obligation of each such Party enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general equity principles.

Section 6.21 No Duplication; No Double Recovery . Nothing in this Agreement is intended to confer to or impose upon any Party a duplicative right, entitlement, obligation or recovery with respect to any matter arising out of the same facts and circumstances.

Section 6.22 No Reliance on Other Party . The Parties hereto represent to each other that this Agreement is entered into with full consideration of any and all rights which the Parties hereto may have. The Parties hereto have relied upon their own knowledge and judgment and have conducted such investigations they and their in-house counsel have deemed appropriate regarding this Agreement and their rights in connection with this Agreement. The Parties hereto are not relying upon any representations or statements made by any other Party, or any such other Party’s employees, agents, representatives or attorneys, regarding this Agreement, except to the extent such representations are expressly set forth or incorporated in this Agreement. The Parties hereto are not relying upon a legal duty, if one exists, on the part of any other Party (or any such other Party’s employees, agents, representatives or attorneys) to disclose any information in connection with the execution of this Agreement or its preparation, it being expressly understood that no Party hereto shall ever assert any failure to disclose information on the part of any other Party as a ground for challenging this Agreement or any provision hereof.

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

IN WITNESS WHEREOF, the Parties have caused this Intellectual Property Matters Agreement to be executed the day and year first above written.

	TRINITY INDUSTRIES, INC.

	By:	/s/ Timothy R. Wallace
	Name: Timothy R. Wallace
	Title: Chief Executive Officer and President

	ARCOSA, INC.

	By:	/s/ Antonio Carrillo
	Name: Antonio Carrillo
	Title: Chief Executive Officer and President

Exhibit 10.5

Execution Version

CREDIT AGREEMENT

dated as of

November 1, 2018

among

ARCOSA, INC.

as Borrower,

JPMORGAN CHASE BANK , N.A.,

as Administrative Agent

with

BANK OF AMERICA, N.A.,

as Syndication Agent

and

BRANCH BANKING & TRUST COMPANY,

SUNTRUST BANK, and

WELLS FARGO BANK, NATIONAL ASSOCIATION ,

as Co-Documentation Agents

JPMORGAN CHASE BANK, N.A.

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Joint Bookrunners and Joint Lead Arrangers

TABLE OF CONTENTS

	Page
ARTICLE I Definitions	1

SECTION 1.01. Defined Terms	1
SECTION 1.02. Classification of Loans and Borrowings	26
SECTION 1.03. Terms Generally	26
SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations	26
SECTION 1.05. Status of Obligations	27
SECTION 1.06. Conversion of Foreign Currencies	28

ARTICLE II The Credits	28

SECTION 2.01. Commitments	28
SECTION 2.02. Loans and Borrowings	28
SECTION 2.03. Requests for Revolving Borrowings	29
SECTION 2.04. Determination of Dollar Amounts	30
SECTION 2.05. Swingline Loans	30
SECTION 2.06. Letters of Credit	31
SECTION 2.07. Funding of Borrowings	36
SECTION 2.08. Interest Elections	36
SECTION 2.09. Termination and Reduction of Commitments	38
SECTION 2.10. Repayment of Loans; Evidence of Debt	38
SECTION 2.11. Prepayment of Loans	39
SECTION 2.12. Fees	40
SECTION 2.13. Interest	41
SECTION 2.14. Alternate Rate of Interest	41
SECTION 2.15. Increased Costs	43
SECTION 2.16. Break Funding Payments	44
SECTION 2.17. Taxes	45
SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs	48
SECTION 2.19. Mitigation Obligations; Replacement of Lenders	50
SECTION 2.20. Increase of Commitments	51
SECTION 2.21. Judgment Currency	52
SECTION 2.22. Defaulting Lenders	52

ARTICLE III Representations and Warranties	54

SECTION 3.01. Organization; Powers; Subsidiaries	54
SECTION 3.02. Authorization; Enforceability	55
SECTION 3.03. Governmental Approvals; No Conflicts	55
SECTION 3.04. Financial Condition; No Material Adverse Change	55
SECTION 3.05. Properties	55
SECTION 3.06. Litigation, Environmental and Labor Matters	56
SECTION 3.07. Compliance with Laws and Agreements	56
SECTION 3.08. Investment Company Status	56
SECTION 3.09. Taxes	56
SECTION 3.10. ERISA	57
SECTION 3.11. Disclosure	57

TABLE OF CONTENTS

(continued)

SECTION 3.12. Margin Regulations	57
SECTION 3.13. Liens	57
SECTION 3.14. No Default	57
SECTION 3.15. No Burdensome Restrictions	57
SECTION 3.16. Anti-Corruption Laws and Sanctions	57
SECTION 3.17. EEA Financial Institutions	57
SECTION 3.18. Solvency	57
SECTION 3.19. Plan Assets	57

ARTICLE IV Conditions	58

SECTION 4.01. Effective Date	58
SECTION 4.02. Each Credit Event	59

ARTICLE V Affirmative Covenants	59

SECTION 5.01. Financial Statements and Other Information	60
SECTION 5.02. Notices of Material Events	61
SECTION 5.03. Existence; Conduct of Business	62
SECTION 5.04. Payment of Obligations	62
SECTION 5.05. Maintenance of Properties; Insurance	62
SECTION 5.06. Books and Records; Inspection Rights	62
SECTION 5.07. Compliance with Laws	63
SECTION 5.08. Use of Proceeds and Letters of Credit	63
SECTION 5.09. Subsidiary Guaranty	63
SECTION 5.10. Accuracy of Information	63
SECTION 5.11. Keepwell	64

ARTICLE VI Negative Covenants	64

SECTION 6.01. Indebtedness	64
SECTION 6.02. Liens	65
SECTION 6.03. Fundamental Changes	66
SECTION 6.04. Dispositions	67
SECTION 6.05. Investments, Loans, Advances, Guarantees and Acquisitions	67
SECTION 6.06. Swap Agreements	68
SECTION 6.07. Transactions with Affiliates	68
SECTION 6.08. Restricted Payments	69
SECTION 6.09. Restrictive Agreements	69
SECTION 6.10. Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents	69
SECTION 6.11. Sale and Leaseback Transactions	70
SECTION 6.12. Financial Covenants	70

TABLE OF CONTENTS

(continued)

ARTICLE VII Events of Default	71

SECTION 7.01. Events of Default	71
SECTION 7.02. Application of Payments	73

ARTICLE VIII The Administrative Agent	74

SECTION 8.01. Authorization and Action	74
SECTION 8.02. Administrative Agent’s Reliance, Indemnification, Etc.	76
SECTION 8.03. Posting of Communications	77
SECTION 8.04. The Administrative Agent Individually	79
SECTION 8.05. Successor Administrative Agent	79
SECTION 8.06. Acknowledgments of Lenders and Issuing Bank	80
SECTION 8.07. Certain ERISA Matters	80

ARTICLE IX Miscellaneous	81

SECTION 9.01. Notices	81
SECTION 9.02. Waivers; Amendments	82
SECTION 9.03. Expenses; Indemnity; Damage Waiver	84
SECTION 9.04. Successors and Assigns	86
SECTION 9.05. Survival	89
SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution	89
SECTION 9.07. Severability	90
SECTION 9.08. Right of Setoff	90
SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process	90
SECTION 9.10. WAIVER OF JURY TRIAL	91
SECTION 9.11. Headings	91
SECTION 9.12. Confidentiality	92
SECTION 9.13. USA PATRIOT Act	93
SECTION 9.14. Releases of Subsidiary Guarantors	93
SECTION 9.15. Interest Rate Limitation	93
SECTION 9.16. No Fiduciary Duty, etc.	93
SECTION 9.17. Acknowledgment and Consent to Bail-In of EEA Financial Institutions	94

iii

TABLE OF CONTENTS

SCHEDULES :

Schedule 1.01 – Existing Letters of Credit

Schedule 2.01 – Commitments

Schedule 3.01 – Subsidiaries

Schedule 3.06 – Disclosed Matters

Schedule 6.01 – Existing Indebtedness

Schedule 6.02 – Existing Liens

Schedule 6.09 – Existing Restrictions

EXHIBITS :

Exhibit A – Form of Assignment and Assumption

Exhibit B – Form of Opinion of Loan Parties’ Counsel

Exhibit C – Form of Increasing Lender Supplement

Exhibit D – Form of Augmenting Lender Supplement

Exhibit E – Compliance Certificate

Exhibit F – Form of Subsidiary Guaranty

Exhibit G-1 – Form of U.S. Tax Certificate (Foreign Lenders That Are Not Partnerships)

Exhibit G-2 – Form of U.S. Tax Certificate (Foreign Participants That Are Not Partnerships)

Exhibit G-3 – Form of U.S. Tax Certificate (Foreign Participants That Are Partnerships)

Exhibit G-4 – Form of U.S. Tax Certificate (Foreign Lenders That Are Partnerships)

Exhibit H-1 – Form of Borrowing Request

Exhibit H-2 – Form of Interest Election Request

Exhibit I – Form of Note

CREDIT AGREEMENT (this “ Agreement ”) dated as of November 1, 2018 among ARCOSA, INC., a Delaware corporation (the “ Borrower ”), the LENDERS from time to time party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent and BRANCH BANKING & TRUST COMPANY, SUNTRUST BANK and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Co-Documentation Agents.

The parties hereto agree as follows:

ARTICLE I

Definitions

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

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

“ Adjusted LIBO Rate ” means, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest Period ( provided that, solely for purposes of this clause (a), any Interest Period of less than one-month shall be deemed to be one-month) multiplied by (b) the Statutory Reserve Rate.

“ Administrative Agent ” means JPMorgan Chase Bank, N.A. (including its branches and affiliates), in its capacity as administrative agent for the Lenders hereunder.

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

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Aggregate Commitment ” means the aggregate of the Commitments of all of the Lenders, as reduced or increased from time to time pursuant to the terms and conditions hereof. As of the Effective Date, the Aggregate Commitment is $400,000,000.

“ Agreed Currencies ” means (a) Dollars, (b) euro, (c) Pounds Sterling, (d) Canadian Dollars, (e) Mexican Pesos and (f) any other currency (i) that is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars, (ii) for which a LIBOR Screen Rate is available as determined by the Administrative Agent and (iii) mutually agreed upon by the Borrower, Lenders, Issuing Bank and the Administrative Agent; provided that if any Agreed Currency shall cease to be readily available and freely transferable and convertible into Dollars as determined by the Administrative Agent, such currency shall cease to be an Agreed Currency .

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such day plus ½ of one percent (1%) and (c) the Adjusted LIBO Rate for a one month Interest Period in Dollars on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus one percent (1%), provided that the Adjusted LIBO Rate for any day shall be based on the LIBO Rate (or if the LIBO Rate is not available for such one month Interest Period, the Interpolated Rate) at approximately 11:00 a.m. London time on such day, subject to the interest rate floors set forth therein. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, respectively. If the Alternate Base Rate is being used as an alternate rate of interest pursuant to Section 2.14 hereof, then the Alternate Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. For the avoidance of doubt, if the Alternate Base Rate as so determined would be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Alternative Rate ” has the meaning assigned to such term in Section 2.14(a).

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

“ Applicable Party ” has the meaning assigned to such term in Section 8.03(c).

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the Aggregate Commitment represented by such Lender’s Commitment; provided that, in the case of Section 2.22 when a Defaulting Lender shall exist, “Applicable Percentage” shall mean the percentage of the Aggregate Commitment (disregarding any Defaulting Lender’s Commitment) represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments and to any Lender’s status as a Defaulting Lender at the time of determination.

“ Applicable Rate ” means, for any day, with respect to any Eurocurrency Loan or any ABR Loan or with respect to the commitment fees payable hereunder, as the case may be, the applicable rate per annum set forth below under the caption “ Applicable Rate for Eurocurrency Loans ”, “ Applicable Rate for ABR Loans ” or “Commitment Fee”, as the case may be, based upon the Pricing Level applicable on such date:

Pricing Level	Total Leverage Ratio	Commitment Fee	Applicable Rate for Eurocurrency Loans	Applicable Rate for ABR Loans
Level I	< 1.00 to 1.00	0.20%	1.25%	0.25%
Level II	> 1.00 to 1.00 but < 2.00 to 1.00	0.25%	1.50%	0.50%
Level III	> 2.00 to 1.00 but < 2.50 to 1.00	0.30%	1.75%	0.75%
Level IV	> 2.50 to 1.00	0.35%	2.00%	1.00%

The Pricing Level shall be determined in accordance with the foregoing table based on the Borrower’s then-current Leverage Ratio.

If at any time the Borrower fails to deliver the Financials on or before the date the Financials are due pursuant to Section 5.01, Pricing Level IV shall be deemed applicable for the period commencing three (3) Business Days after such required date of delivery and ending on the date which is three (3) Business Days after the Financials are actually delivered, after which the Pricing Level shall be determined in accordance with the table above as applicable.

Except as otherwise provided in the paragraph below, adjustments, if any, to the Pricing Level then in effect shall be effective three (3) Business Days after the Administrative Agent has received the applicable Financials (it being understood and agreed that each change in Pricing Level shall apply during the period commencing on the effective date of such change and ending on the date immediately preceding the effective date of the next such change).

Notwithstanding the foregoing, Pricing Level I shall be deemed to be applicable until the Administrative Agent’s receipt of the applicable Financials for the Borrower’s first fiscal quarter ending after the Effective Date (unless such Financials demonstrate that Pricing Level II, III or IV should have been applicable during such period, in which case such other Pricing Level shall be deemed to be applicable during such period) and adjustments to the Pricing Level then in effect shall thereafter be effected in accordance with the preceding paragraphs.

“ Approved Electronic Platform ” has the meaning assigned to such term in Section 8.03(a).

“ Approved Fund ” has the meaning assigned to such term in Section 9.04(b).

“ Assignment and Assumption ” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Augmenting Lender ” has the meaning assigned to such term in Section 2.20(b).

“ Authorized Officer ” means the Chairman, the President, the Chief Financial Officer, any Senior Vice President, any Vice President or the Treasurer of any Loan Party or any other officer of any Loan Party specified to the Administrative Agent in writing by any of the aforementioned officers of such Loan Party.

“ Availability Period ” means the period from and including the Effective Date to but excluding the earlier of the Maturity Date and the date of termination of the Commitments.

“ Bail-In Action ” means 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.

“ Bail-In Legislation ” means, 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.

“ Bankruptcy Event ” means, with respect to any Person, such Person becomes the subject of a voluntary or involuntary bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged with the reorganization or liquidation of its business appointed for it, or, in the good faith determination of the Administrative Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding or appointment or has had any order for relief in such proceeding entered in respect thereof, provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof, unless such ownership interest results in or provides such Person with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permits such Person (or such Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.

“ Benefit Plan ” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Part 4 of Subtitle B of 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”.

“ Borrower ” means Arcosa, Inc., a Delaware corporation.

“ Borrowing ” means (a) Revolving Loans of the same Type, made, converted or continued on the same date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect or (b) a Swingline Loan.

“ Borrowing Request ” means a request by the Borrower for a Revolving Borrowing in accordance with Section 2.03 in the form attached hereto as Exhibit H-1 .

“ Burdensome Restrictions ” means any consensual encumbrance or restriction of the type described in clause (a) or (b) of Section 6.09.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurocurrency Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in the relevant Agreed Currency in the London interbank market or the principal financial center of such Agreed Currency (and, if the Borrowings or LC Disbursements which are the subject of a borrowing, drawing, payment, reimbursement or rate selection are denominated in euro, the term “Business Day” shall also exclude any day on which the TARGET2 payment system is not open for the settlement of payments in euro).

“ Canadian Dollars ” means the lawful currency of Canada.

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

“ CDOR Screen Rate ” means, with respect to any Interest Period, the Canadian deposit offered rate which, in turn means on any day the sum of: (a) the annual rate of interest determined with reference to the arithmetic average of the discount rate quotations of all institutions listed in respect of the relevant Interest Period for Canadian Dollar-denominated bankers’ acceptances displayed and identified as such on the “Reuters Screen CDOR Page” as defined in the International Swap Dealer Association, Inc. definitions, as modified and amended from time to time, as of 10:00 a.m. (Toronto, Ontario time) on the Quotation Day for such Interest Period (as adjusted by the Administrative Agent after 10:00 a.m. (Toronto, Ontario time) to reflect any error in the posted rate of interest or in the posted average annual rate of interest), plus (b) 0.10% per annum; provided that if such rates are not available on the Reuters Screen CDOR Page on any particular day, then the Canadian deposit offered rate component of such rate on that day shall be calculated as the cost of funds quoted by the Administrative Agent to raise Canadian Dollars for the applicable Interest Period as of 10:00 a.m. (Toronto, Ontario time) on the Quotation Day for such Interest Period for commercial loans or other extensions of credit to businesses of comparable credit risk; or if such day is not a Business Day, then as quoted by the Administrative Agent on the immediately preceding Business Day. If the CDOR Screen Rate shall be less than zero, the CDOR Screen Rate shall be deemed to be zero for purposes of this Agreement.

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the SEC thereunder as in effect on the date hereof), of Equity Interests representing more than thirty-five percent (35%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were not (i) directors of the Borrower on the date of this Agreement, (ii) nominated or appointed by the board of directors of the Borrower or (iii) approved by the board of directors of the Borrower as director candidates prior to their election; (c) the acquisition of direct or indirect Control of the Borrower by any Person or group; or (d) the occurrence of a change in control, or other similar provision, as defined in any agreement or instrument evidencing any Material Indebtedness of the Borrower (triggering a default or mandatory prepayment, which default or mandatory prepayment has not been waived in writing).

“ Change in Law ” means the occurrence, after the date of this Agreement (or with respect to any Lender, if later, the date on which such Lender becomes a Lender), 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, rules, guideline, requirement or directive (whether or not having the force of law) by any Governmental Authority; provided however , that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.

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

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

“ Co-Documentation Agent ” means each of (i) Wells Fargo Bank, National Association, (ii) SunTrust Bank and (iii) Branch Banking & Trust Company, each in its respective capacity as co-documentation agent for the credit facility evidenced by this Agreement.

“ Commitment ” means, with respect to each Lender, the amount set forth on Schedule 2.01 opposite such Lender’s name, or in the Assignment and Assumption or other documentation or record (as such term is defined in Section 9-102(a)(70) of the New York Uniform Commercial Code) as provided in Section 9.04(b)(ii)(C), pursuant to which such Lender shall have assumed its Commitment, as applicable, and giving effect to (a) any reduction in such amount from time to time pursuant to Section 2.09 and (b) any reduction or increase in such amount from time to time pursuant to assignments by or to such Lender pursuant to Section 9.04; provided , that at no time shall the Revolving Credit Exposure of any Lender exceed its Commitment.

“ Commodity Exchange Act ” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“ Communications ” has the meaning assigned to such term in Section 9.01(d).

“ Computation Date ” has the meaning assigned to such term in Section 2.04.

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

“ Consolidated EBITDA ” means, with reference to any period, (a) Consolidated Net Income plus (b) without duplication and to the extent deducted from revenues in determining Consolidated Net Income, (i) Consolidated Interest Expense, (ii) expense for income and franchise taxes paid or accrued, (iii) depreciation, (iv) amortization, (v) extraordinary or non-recurring non-cash expenses or losses incurred other than in the ordinary course of business, (vi) non-cash expenses related to stock based compensation, (vii) writeoffs or amortization of goodwill, (viii) non-recurring fees and expenses incurred in connection with Permitted Acquisitions, (ix) all amounts incurred and payable for all fees, commissions and charges under this Agreement and the other Loan Documents including any amendment, modification, or supplement hereof or thereof minus (c) to the extent included in Consolidated Net Income, (i) income tax credits and refunds (to the extent not netted from tax expense), (ii) any cash payments made during such period in respect of items described in clauses (b)(v) or (b)(vi) above subsequent to the fiscal quarter in which the relevant non-cash expenses or losses were incurred and (iii) extraordinary, unusual or non-recurring income or gains realized other than in the ordinary course of business, all calculated for the Borrower and its Subsidiaries in accordance with GAAP on a consolidated basis. For the purposes of calculating Consolidated EBITDA for any period of four consecutive fiscal quarters (each such period, a “ Reference Period ”), (A) if at any time during such Reference Period the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated EBITDA for such Reference Period shall be reduced by an amount equal to the Consolidated EBITDA (if positive) attributable to the Property that is the subject of such Material Disposition for such Reference Period or increased by an amount equal to the Consolidated EBITDA (if negative) attributable thereto for such Reference Period, and (B) if during such Reference Period the Borrower or any Subsidiary shall have made a Material Acquisition, Consolidated EBITDA for such Reference Period shall be calculated after giving effect thereto on a pro forma basis as if such Material Acquisition occurred on the first day of such Reference Period. As used in this definition, “ Material Acquisition ” means any acquisition of Property or series of related acquisitions of Property or series of acquisitions in a three (3) month period (whether related or not) that (a) constitutes (i) assets comprising all or substantially all or any significant portion of a business or operating unit of a business, or (ii) all or substantially all of the common stock or other Equity Interests of a Person, and (b) involves the payment of consideration by the Borrower and the Subsidiaries in an amount material to the business of the Loan Parties, as reasonably determined by the Borrower; and “ Material Disposition ” means any Disposition of Property or series of related Dispositions of Property that yields gross proceeds to the Borrower and the Subsidiaries in an amount material to the business of the Loan Parties, as reasonably determined by the Borrower.

“ Consolidated Interest Expense ” means, with reference to any period, the interest expense (including without limitation interest expense under Capital Lease Obligations that is treated as interest in accordance with GAAP) of the Borrower and its Subsidiaries calculated on a consolidated basis for such period with respect to all outstanding Indebtedness of the Borrower and its Subsidiaries allocable to such period in accordance with GAAP (including, without limitation, all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers acceptance financing and net costs under interest rate Swap Agreements to the extent such net costs are allocable to such period in accordance with GAAP). In the event that the Borrower or any Subsidiary shall have completed a Material Acquisition or a Material Disposition since the beginning of the relevant period, Consolidated Interest Expense shall be determined for such period on a pro forma basis as if such acquisition or Disposition, and any related incurrence or repayment of Indebtedness, had occurred at the beginning of such period.

“ Consolidated Net Income ” means, with reference to any period, the net income (or loss) of the Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period.

“ Consolidated Net Worth ” means, as of the date of any determination thereof, the consolidated shareholders’ equity of the Borrower and its Subsidiaries (including redeemable common stock) calculated in accordance with GAAP on a consolidated basis as of such date.

“ Consolidated Total Assets ” means, as of the date of any determination thereof, total assets of the Borrower and its Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“ Consolidated Total Indebtedness ” means at any date the sum, without duplication, of (a) the aggregate Indebtedness of the Borrower and its Subsidiaries calculated on a consolidated basis as of such date in accordance with GAAP, and (b) Indebtedness of the type referred to in clause (a) hereof of another Person guaranteed by the Borrower or any of its Subsidiaries, but excluding in each case (to the extent included therein), without duplication the aggregate amount of Indebtedness of the Borrower and its Subsidiaries consisting of the undrawn amount of all letters of credit outstanding and bankers acceptances as of such date.

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto.

“ Credit Event ” means a Borrowing, the issuance, amendment, renewal or extension of a Letter of Credit, an LC Disbursement or any of the foregoing.

“ Credit Party ” means the Administrative Agent, the Issuing Banks, the Swingline Lender or any other Lender.

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

“ Defaulting Lender ” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or paid, to (i) fund any portion of its Loans, (ii) fund any portion of its participations in Letters of Credit or Swingline Loans or (iii) pay over to any Credit Party any other amount required to be paid by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically identified and including the particular default, if any) has not been satisfied, (b) has notified the Borrower or any Credit Party in writing, or has made a public statement to the effect, that it does not intend or expect to comply with any of its funding obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s good faith determination that a condition precedent (specifically identified and including the particular default, if any) to funding a Loan under this Agreement cannot be satisfied) or generally under other agreements in which it commits to extend credit, (c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification in writing from an authorized officer of such Lender that it will comply with its obligations (and is financially able to meet such obligations) to fund prospective Loans and participations in then outstanding Letters of Credit and Swingline Loans under this Agreement, provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt of such certification in form and substance satisfactory to it and the Administrative Agent, or (d) has become the subject of (A) a Bankruptcy Event or (B) a Bail-In Action.

“ Delaware Divided LLC ” means any Delaware LLC which has been formed upon the consummation of a Delaware LLC Division.

“ Delaware LLC ” means any limited liability company organized or formed under the laws of the State of Delaware.

“ Delaware LLC Division ” means the statutory division of any Delaware LLC into two or more Delaware LLCs pursuant to Section 18-217 of the Delaware Limited Liability Company Act.

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06 .

“ Disposition” or “Dispose ” means the sale, transfer, license, lease or other disposition (in one transaction or in a series of transactions) of any Property by any Person (including any sale and leaseback transaction), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith and including any disposition of property to a Delaware Divided LLC pursuant to a Delaware LLC Division.

“ Dollar Amount ” of any currency at any date means (a) the amount of such currency if such currency is Dollars or (b) the equivalent amount thereof in Dollars if such currency is a Foreign Currency, calculated on the basis of the Exchange Rate for such currency, on or as of the most recent Computation Date provided for in Section 2.04.

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

“ Domestic Subsidiary ” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America other than a Subsidiary substantially all of the assets of which consist of the Equity Interests of (and/or receivables or other amounts due from) one or more “controlled foreign corporations” within the meaning of Section 957 of the Code, so long as such Subsidiary (i) does not conduct any business or activities other than the ownership of such Equity Interests and/or receivables and (ii) does not incur and is not otherwise be liable for any Indebtedness or other liabilities.

“ ECP ” means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.

“ EEA Financial Institution ” means (a) any institution established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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

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

“ Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02).

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

“ Electronic System ” means any electronic system, including e-mail, e-fax, Intralinks ^® , ClearPar ^® , DebtDomain, Syndtrak and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent and the Issuing Banks and any of its respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to (i) the environment, (ii) preservation or reclamation of natural resources, (iii) the management, release or threatened release of any Hazardous Material or (iv) health and safety matters.

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

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

“ Equivalent Amount ” of any currency with respect to any amount of Dollars at any date means the equivalent in such currency of such amount of Dollars, calculated on the basis of the Exchange Rate for such other currency at 11:00 a.m., London time, on the date on or as of which such amount is to be determined.

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

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

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

“ EU Bail-In Legislation Schedule ” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person), as in effect from time to time.

“ euro ” and/or “ € ” means the single currency of the Participating Member States.

“ Eurocurrency ” when used in reference to a currency means an Agreed Currency and when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bears interest at a rate determined by reference to the Adjusted LIBO Rate, other than any Loan that bears interest at the Alternate Base Rate which is determined by reference to the Adjusted LIBO Rate.

“ Eurocurrency Payment Office ” of the Administrative Agent means, for each Foreign Currency, the office, branch, affiliate or correspondent bank of the Administrative Agent for such currency as specified from time to time by the Administrative Agent to the Borrower and each Lender.

“ Event of Default ” has the meaning assigned to such term in Section 7.01.

“ Exchange Rate ” means, on any day, (a) with respect to any Foreign Currency, the rate of exchange for the purchase of Dollars with such Foreign Currency in the London foreign exchange market at or about 11:00 a.m. London time (or New York time, as applicable) on a particular day as displayed by ICE Data Services as the “ask price”, or as displayed on such other information service which publishes that rate of exchange from time to time in place of ICE Data Services (or if such service ceases to be available, the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion) and (b) if such amount is denominated in any other currency (other than Dollars), the equivalent of such amount in Dollars as determined by the Administrative Agent using any method of determination it deems appropriate in its sole discretion.

“ Excluded Swap Obligation ” means, with respect to any Loan Party, any Specified Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Loan Party of, or the grant by such Loan Party of a security interest to secure, such Specified Swap Obligation (or any Guarantee thereof) is or becomes illegal 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 Loan Party’s failure for any reason to constitute an ECP at the time the Guarantee of such Loan Party or the grant of such security interest becomes effective with respect to such Specified Swap Obligation. If a Specified Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Specified Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal.

“ Excluded Taxes ” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan, Letter of Credit or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan, Letter of Credit or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.19(b)) or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable interest in a Loan, Letter of Credit or Commitment or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with Section 2.17(f) and (d) any U.S. Federal withholding Taxes imposed under FATCA .

“ Existing Letters of Credit ” means the letters of credit issued for the account of the Borrower or its Subsidiaries outstanding on the date hereof and described on Schedule 1.01 .

“ FATCA ” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

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

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

“ Fee Letters ” means (a) that certain Fee Letter dated as of September 7, 2018, by and among the Borrower and JPMorgan Chase Bank, N.A. and (b) that certain Fee Letter dated as of September 26, 2018, by and among the Borrower, Bank of America, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

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

“ Financials ” means the annual or quarterly financial statements, and accompanying certificates and other documents, of the Borrower and its Subsidiaries required to be delivered pursuant to Section 5.01(a) or 5.01(b).

“ Foreign Currencies ” means Agreed Currencies other than Dollars.

“ Foreign Currency LC Exposure ” means, at any time, the sum of (a) the Dollar Amount of the aggregate undrawn and unexpired amount of all outstanding Foreign Currency Letters of Credit at such time plus (b) the aggregate principal Dollar Amount of all LC Disbursements in respect of Foreign Currency Letters of Credit that have not yet been reimbursed at such time.

“ Foreign Currency Letter of Credit ” means a Letter of Credit denominated in a Foreign Currency.

“ Foreign Currency Sublimit ” means $50,000,000.

“ Foreign Lender ” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

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

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

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

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Hostile Acquisition ” means (a) the acquisition of the Equity Interests of a Person through a tender offer or similar solicitation of the owners of such Equity Interests which has not been approved (prior to such acquisition) by the board of directors (or any other applicable governing body) of such Person or by similar action if such Person is not a corporation and (b) any such acquisition as to which such approval has been withdrawn.

“ Impacted Interest Period ” has the meaning assigned to such term in the definition of “LIBO Rate”.

“ Increasing Lender ” has the meaning assigned to such term in Section 2.20(b).

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind (excluding deposits from customers received in the ordinary course of business), (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to Property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of Property or services (excluding current accounts payable incurred in the ordinary course of business), (f) 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 the amount of any Indebtedness under this clause (f) that has not been assumed by such Person shall be equal to the lesser of the stated amount of such Indebtedness and the fair market value of the Property securing such Indebtedness, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, and (k) liabilities of such Person in respect of any Swap Agreement, provided that, for purposes of this definition, such liabilities of such Person in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such Swap Agreement were terminated at such time. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. Indebtedness of a Person shall not include the amount of the purchase price of an asset held back by such Person to satisfy warranty, indemnity or other unperformed obligations of the applicable seller.

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

“ Ineligible Institution ” has the meaning assigned to such term in Section 9.04(b).

“ Interest Coverage Ratio ” has the meaning assigned to such term in Section 6.12(b).

“ Interest Election Request ” means a request by the Borrower to convert or continue a Revolving Borrowing in accordance with Section 2.08 in substantially the form attached hereto as Exhibit H-2 .

“ Interest Payment Date ” means (a) with respect to any ABR Loan (other than a Swingline Loan), the last day of each March, June, September and December and the Maturity Date, (b) with respect to any Eurocurrency Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period and the Maturity Date and (c) with respect to any Swingline Loan, the day that such Loan is required to be repaid and the Maturity Date.

“ Interest Period ” means with respect to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is seven, fourteen, or twenty-one days (in each case, subject to availability) or one, two, three or six months thereafter, as the Borrower may elect; provided that (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any Interest Period pertaining to a Eurocurrency Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ Interpolated Rate ” means, at any time, for any Interest Period, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error) to be equal to the rate that results from interpolating on a linear basis between: (a) the applicable Screen Rate for the longest period (for which the applicable Screen Rate is available for the applicable currency) that is shorter than the Impacted Interest Period and (b) the applicable Screen Rate for the shortest period (for which the applicable Screen Rate is available for the applicable currency) that exceeds the Impacted Interest Period, in each case, at such time.

“ IRS ” means the United States Internal Revenue Service.

“ Issuing Bank ” means JPMorgan Chase Bank, N.A. and Bank of America, N.A., each in its capacity as the issuer of Letters of Credit hereunder, and any successors in such capacity as provided in Section 2.06(i). An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate. Each reference herein to the “Issuing Bank” in connection with a Letter of Credit or other matter shall be deemed to be a reference to the relevant Issuing Bank with respect thereto.

“ Joint Lead Arrangers ” means JPMorgan Chase Bank, N.A. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, each in its capacity as a Joint Lead Arranger and Joint Bookrunner.

“ LC Collateral Account ” has the meaning assigned to such term in Section 2.06(j).

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

“ LC Exposure ” means, at any time, the sum of (a) the aggregate undrawn Dollar Amount of all outstanding Letters of Credit at such time plus (b) the aggregate Dollar Amount of all LC Disbursements that have not yet been reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.

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

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a Lender hereunder pursuant to Section 2.20 or pursuant to an Assignment and Assumption or other documentation contemplated hereby, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption or other documentation contemplated hereby. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender and the Issuing Banks.

“ Letter of Credit ” means any letter of credit issued pursuant to this Agreement (including each Existing Letter of Credit).

“ Leverage Ratio ” has the meaning assigned to such term in Section 6.12(a).

“ LIBO Rate ” means, with respect to (a) any Eurocurrency Loan denominated in any LIBOR Quoted Currency and for any applicable Interest Period, the London interbank offered rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for such LIBOR Quoted Currency for a period equal in length to such Interest Period as displayed on pages LIBOR01 or LIBOR02 of the Reuters screen or, in the event such rate does not appear on either of such Reuters pages, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate as shall be selected by the Administrative Agent from time to time in its reasonable discretion (in each case the “ LIBOR Screen Rate ”) at approximately 11:00 a.m., London time, on the Quotation Day for such LIBOR Quoted Currency and Interest Period; provided that, if the LIBOR Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement and (b) any Eurocurrency Borrowing denominated in any Non-Quoted Currency and for any applicable Interest Period, the applicable Local Screen Rate for such Non-Quoted Currency on the Quotation Day for such Non-Quoted Currency and Interest Period; provided that, if any Local Screen Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided , further , that if a LIBOR Screen Rate or a Local Screen Rate, as applicable, shall not be available at such time for such Interest Period (the “ Impacted Interest Period ”), then the LIBOR Screen Rate or Local Screen Rate, as applicable, for such currency and such Interest Period shall be the Interpolated Rate; provided that, if any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. It is understood and agreed that all of the terms and conditions of this definition of “LIBO Rate” shall be subject to Section 2.14.

“ LIBOR Quoted Currency ” means any of (a) Dollars, (b) euros or (c) Pounds Sterling.

“ LIBOR Screen Rate ” has the meaning assigned to such term in the definition of “LIBO Rate”.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities. The term “ Lien ” shall include reservations, exceptions, encroachments, easements, rights of way, covenants, conditions, restrictions, liens and other statutory, constitutional or common law rights of landlords, leases and other title exceptions and encumbrances affecting Property. For purposes of this Agreement, the Borrower and any Subsidiary shall be deemed to be the owner of any Property which it has acquired or holds subject to a conditional sale agreement, financing lease or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes.

“ Loan Documents ” means this Agreement, any promissory notes issued pursuant to Section 2.10(e), any Letter of Credit applications, the Subsidiary Guaranty, and all other agreements, instruments, documents and certificates identified in Section 4.01 executed and delivered to, or in favor of, the Administrative Agent or any Lenders and including all other pledges, powers of attorney, consents, assignments, contracts, notices, letter of credit agreements and all other written matter whether heretofore, now or hereafter executed by or on behalf of any Loan Party, or any employee of any Loan Party, and delivered to the Administrative Agent or any Lender in connection with this Agreement or the transactions contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

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

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

“ Local Screen Rate ” means either the CDOR Screen Rate or the TIIE Screen Rate.

“ Local Time ” means (a) New York City time in the case of a Loan, Borrowing or LC Disbursement denominated in Dollars and (b) local time in the case of a Loan, Borrowing or LC Disbursement denominated in a Foreign Currency (it being understood that such local time shall mean London, England time unless otherwise notified by the Administrative Agent).

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

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or financial condition of the Loan Parties, taken as a whole, (b) the ability of any Loan Party to perform any of its obligations under this Agreement or any other Loan Document or (c) the validity or enforceability of this Agreement or any and all other Loan Documents or the rights or remedies of the Administrative Agent and the Lenders thereunder.

“ Material Domestic Subsidiary ” means each Domestic Subsidiary (a) which, as of the most recent fiscal quarter of the Borrower, for the period of four consecutive fiscal quarters then ended, for which financial statements have been delivered pursuant to Section 5.01(a) or (b) (or, if prior to the date of the delivery of the first financial statements to be delivered pursuant to Section 5.01(a) or (b), the most recent financial statements referred to in Section 3.04(a)), contributed (together with any Subsidiary of such Domestic Subsidiary) greater than ten percent (10%) of Consolidated EBITDA for such period, (b) which contributed (together with any Subsidiary of such Domestic Subsidiary) greater than ten percent (10%) of Consolidated Total Assets as of such date or (c) which accounts (together with any Subsidiary of such Domestic Subsidiary) for more than ten percent (10%) of the consolidated revenues of the Borrower and its Subsidiaries as determined for the most-recently ended fiscal year ending on or prior to such date of determination; provided that (i) any Domestic Subsidiary that has a Subsidiary that is a Material Domestic Subsidiary shall itself constitute a Material Domestic Subsidiary, and (ii) in the event that the Material Domestic Subsidiaries (after giving effect to clause (i) of this proviso and any other designation pursuant to this clause (ii) of this proviso), when combined with the Borrower (on a standalone basis), at any time represent less than seventy-five percent (75%) of (x) Consolidated EBITDA for such period, (y) Consolidated Total Assets as of such date or (z) the consolidated revenues of the Borrower and its Subsidiaries as determined for the most-recently ended fiscal year ending on or prior to such date of determination, the Borrower shall designate additional Domestic Subsidiaries as Material Domestic Subsidiaries in accordance with Section 5.09 so that the thresholds in this proviso shall have been satisfied.

“ Material Indebtedness ” means Indebtedness (other than the Loans and Letters of Credit), or obligations in respect of one or more Swap Agreements, of any one or more of the Borrower and its Subsidiaries in an aggregate principal amount exceeding $40,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of the Borrower or any Subsidiary in respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that the Borrower or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.

“ Maturity Date ” means November 1, 2023.

“ Mexican Pesos ” means the lawful currency of the Republic of Mexico.

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

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

“ Non-Consenting Lender ” has the meaning assigned to such term in Section 9.02(e).

“ Non-Quoted Currency ” means any of (a) Canadian Dollars and (b) Mexican Pesos.

“ Obligations ” means all unpaid principal of and accrued and unpaid interest on the Loans, all LC Exposure, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), obligations and liabilities of any Loan Party to any of the Lenders, the Administrative Agent, the Issuing Banks or any indemnified party, individually or collectively, existing on the Effective Date or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement or any of the other Loan Documents or to the Lenders or any of their Affiliates under any Swap Agreement with respect to interest accruing on the Loans or in respect of any of the Loans made or reimbursement or other obligations incurred or any of the Letters of Credit or other instruments at any time evidencing any thereof; provided that the definition of “Obligations” shall not create or include any guarantee by any Loan Party of (or grant of security interest by any Loan Party to support, as applicable) any Excluded Swap Obligations of such Loan Party for purposes of determining any obligations of any Loan Party.

“ OFAC ” means the Office of Foreign Assets Control of the U.S. Department of the Treasury.

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

“ Other Taxes ” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).

“ Overnight Foreign Currency Rate ” means, for any amount payable in a Foreign Currency, the rate of interest per annum as determined by the Administrative Agent at which overnight or weekend deposits in the relevant currency (or if such amount due remains unpaid for more than three (3) Business Days, then for such other period of time as the Administrative Agent may elect) for delivery in immediately available and freely transferable funds would be offered by the Administrative Agent to major banks in the interbank market upon request of such major banks for the relevant currency as determined above and in an amount comparable to the unpaid principal amount of the related Credit Event, plus any taxes, levies, imposts, duties, deductions, charges or withholdings imposed upon, or charged to, the Administrative Agent by any relevant correspondent bank in respect of such amount in such relevant currency.

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

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

“ Participating Member State ” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to economic and monetary union.

“ Patriot Act ” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)).

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

“ Permitted Acquisition ” means any acquisition (whether by purchase, merger, consolidation or otherwise but excluding in any event a Hostile Acquisition) or series of related acquisitions by the Borrower or any of its Subsidiaries of (a) all or substantially all the assets of or (b) all or substantially all the Equity Interests in, a Person or division or line of business of a Person, if, at the time of and immediately after giving effect thereto, (i) no Default has occurred and is continuing or would arise after giving effect (including giving effect on a pro forma basis) thereto, (ii) the Borrower and the Subsidiaries are in compliance, on a pro forma basis, with the covenants contained in Section 6.12 recomputed as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements are available, as if such acquisition (and any related incurrence or repayment of Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) had occurred on the first day of each relevant period for testing such compliance and (iii) in the case of an acquisition, merger or consolidation involving the Borrower, the Borrower is the surviving entity of such merger and/or consolidation.

“ Permitted Encumbrances ” means:

(a) Liens imposed by law for Taxes that are not yet due or are being contested in compliance with Section 5.04;

(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 5.04;

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

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

(e) judgment Liens in respect of judgments that do not constitute an Event of Default under Section 7.01(k);

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

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

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

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

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

(k) Liens arising from precautionary Uniform Commercial Code financing statement or similar filings made in respect of operating leases entered into by the Borrower or any Subsidiary;

(l) any set-off or netting rights granted by the Borrower or any Subsidiary pursuant to any Swap Agreement solely in respect of amounts owing under such Swap Agreements; and

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

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

“ Permitted Investments ” means:

(a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof), in each case maturing within one year from the date of acquisition thereof;

(b) investments in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

(c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

(d) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above; and

(e) money market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.

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

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

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

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

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed (including Equity Interests).

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

“ Qualified Acquisition ” means any Material Acquisition involving consideration paid by the Borrower or any of its Subsidiaries in an amount in excess of $75,000,000.

“ Quotation Day ” means, with respect to any Eurocurrency Borrowing for any Interest Period, (a) if the currency is Pounds Sterling or Canadian Dollars, the first day of such Interest Period, (b) if the currency is euro, the day that is two (2) TARGET2 Days before the first day of such Interest Period, and (c) for any other currency, two (2) Business Days prior to the commencement of such Interest Period (unless, in each case, market practice differs in the relevant market where the LIBO Rate for such currency is to be determined, in which case the Quotation Day will be determined by the Administrative Agent in accordance with market practice in such market (and if quotations would normally be given on more than one day, then the Quotation Day will be the last of those days)).

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

“ Reference Bank Rate ” means the arithmetic mean of the rates (rounded upwards to four decimal places) supplied to the Administrative Agent at its request by the Reference Banks (as the case may be) as of the applicable time on the Quotation Day for Loans in the applicable currency and the applicable Interest Period as the rate at which the relevant Reference Bank could borrow funds in the London (or other applicable) interbank market in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers in reasonable market size in that currency and for that period.

“ Reference Banks ” means the principal London (or other applicable) offices of JPMorgan Chase Bank, N.A. and such other banks as may be appointed by the Administrative Agent in consultation with the Borrower. No Lender shall be obligated to be a Reference Bank without its consent.

“ Register ” has the meaning assigned to such term in Section 9.04(b).

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

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

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

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

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

“ Required Lenders ” means, subject to Section 2.22,

(a) at any time prior to the termination or expiration of the Commitments, Lenders having Revolving Credit Exposures (provided, that, as to any Lender, clause (a) of the definition of “Swingline Exposure” shall only be applicable in calculating a Lender’s Revolving Credit Exposure to the extent such Lender shall have funded its respective participations in the outstanding Swingline Loans) and Unfunded Commitments representing more than fifty percent (50%) of the sum of the total Revolving Credit Exposures and Unfunded Commitments at such time; provided that, for purposes of declaring the Loans to be due and payable pursuant to Section 7.01 or for purposes of terminating the Commitments, then, in the event a Lender has not funded its participations in Swingline Loans within one Business Day of such Lender’s receipt of notice from the Administrative Agent pursuant to Section 2.05(c) (such amount, the “ Swingline Unfunded Amount ”) and until such time as such Swingline Unfunded Amount is actually funded by such Lender, (i) the Unfunded Commitment of each such Lender shall be deemed to be reduced by such Swingline Unfunded Amount and (ii) the Unfunded Commitment of the Swingline Lender shall be deemed to be increased by such Swingline Unfunded Amount; and

(b) at any time following the termination or expiration of the Commitments, Lenders having total Revolving Credit Exposure representing more than fifty percent (50%) of the sum of the total Revolving Credit Exposures at such time; provided that, for purposes of calculating Revolving Credit Exposure in connection with this clause (b), the Swingline Exposure of each Lender shall be its Applicable Percentage of the aggregate outstanding principal amount of all Swingline Loans at such time; provided further that the Swingline Exposure of any Lender who fails to fund its participation in Swingline Loans within one Business Day of such Lender’s receipt of notice from the Administrative Agent pursuant to Section 2.05 shall be deemed to be held by the Swingline Lender in making such determination until such Lender shall have funded its participation in such Swingline Loans.

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other Property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other Property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any Subsidiary or any option, warrant or other right to acquire any such Equity Interests in the Borrower or any Subsidiary.

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

“ Revolving Loan ” means a Loan made pursuant to Section 2.01.

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

“ Sale and Leaseback Transaction ” means any sale or other transfer of any Property by any Person with the intent to lease such Property as lessee.

“ Sanctioned Country ” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea and Syria).

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

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

“ Screen Rate ” means the LIBOR Screen Rate and the CDOR Screen Rate collectively and individually as the context may require.

“ SEC ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the United States Securities Act of 1933.

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

“ Specified Swap Obligation ” means, with respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

“ Statutory Reserve Rate ” means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the number one minus the aggregate of the maximum reserve, liquid asset, fees or similar requirements (including any marginal, special, emergency or supplemental reserves or other requirements) established by any central bank, monetary authority, the Federal Reserve Board, the Financial Conduct Authority, the Prudential Regulation Authority, the European Central Bank or other Governmental Authority for any category of deposits or liabilities customarily used to fund loans in the applicable currency, expressed in the case of each such requirement as a decimal. Such reserve, liquid asset, fees or similar requirements shall include those imposed pursuant to Regulation D. Eurocurrency Loans shall be deemed to be subject to such reserve, liquid asset, fee or similar requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under any applicable law, rule or regulation, including Regulation D. The Statutory Reserve Rate shall be adjusted automatically on and as of the effective date of any change in any reserve, liquid asset or similar requirement.

“ Subordinated Indebtedness ” means any Indebtedness of the Borrower or any Subsidiary the payment of which is subordinated to payment of the obligations under the Loan Documents pursuant to terms and conditions reasonably satisfactory to the Administrative Agent.

“ Subordinated Indebtedness Documents ” means any document, agreement or instrument evidencing any Subordinated Indebtedness or entered into in connection with any Subordinated Indebtedness, in each case, on terms and conditions reasonably satisfactory to the Administrative Agent.

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

“ Subsidiary ” means any subsidiary of the Borrower.

“ Subsidiary Guarantor ” means each Material Domestic Subsidiary that is a party to the Subsidiary Guaranty. The Subsidiary Guarantors on the Effective Date are identified as such in Schedule 3.01 hereto.

“ Subsidiary Guaranty ” means that certain Guaranty dated as of the Effective Date in the form of Exhibit F (including any and all supplements thereto) and executed by each Subsidiary Guarantor, as amended, restated, supplemented or otherwise modified from time to time.

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

“ Swingline Exposure ” means, at any time, the aggregate principal amount of all Swingline Loans outstanding at such time. The Swingline Exposure of any Lender at any time shall be the sum of (a) its Applicable Percentage of the total Swingline Exposure at such time other than with respect to any Swingline Loans made by such Lender in its capacity as a Swingline Lender and (b) the aggregate principal amount of all Swingline Loans made by such Lender as a Swingline Lender outstanding at such time (less the amount of participations funded by the other Lenders in such Swingline Loans).

“ Swingline Lender ” means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans hereunder.

“ Swingline Loan ” means a Loan made pursuant to Section 2.05.

“ Syndication Agent ” means Bank of America, N.A., in its capacity as syndication agent for the credit facility evidenced by this Agreement.

“ TARGET2 ” means the Trans-European Automated Real-time Gross Settlement Express Transfer ( TARGET2 ) payment system (or, if such payment system ceases to be operative, such other payment system (if any) reasonably determined by the Administrative Agent to be a suitable replacement) for the settlement of payments in euro.

“ TARGET2 Day ” means a day that TARGET2 is open for the settlement of payments in euro.

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

“ TIIE Screen Rate ” means, with respect to any Interest Period, the Equilibrium Interbank Rate as published by Banco de Mexico in the Federation’s Official Gazette for Mexican Pesos with a tenor equal to such Interest Period (or, in the event such rate does not appear in such Official Gazette, any other rate determined by the Administrative Agent to be a similar rate published by Banco de Mexico, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion) at or about 11:00 a.m. (Mexico City, Mexico time) on the Quotation Day for such Interest Period.

“ Transactions ” means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing of Loans and other credit extensions, the use of the proceeds thereof and the issuance of Letters of Credit hereunder.

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

“ Unfunded Commitment ” means, with respect to each Lender, the Commitment of such Lender less its Revolving Credit Exposure; provided , that , as to any Lender, clause (a) of the definition of “Swingline Exposure” shall only be applicable in calculating a Lender’s Revolving Credit Exposure to the extent such Lender shall have funded its respective participations in the outstanding Swingline Loans.

“ U.S. Person ” means a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ U.S. Tax Compliance Certificate ” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).

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

“ Write-Down and Conversion Powers ” means, 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 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g., a “Eurocurrency Loan”) or by Class and Type (e.g., a “Eurocurrency Revolving Loan”). Borrowings also may be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurocurrency Borrowing”) or by Class and Type (e.g., a “Eurocurrency Revolving Borrowing”).

SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. The word “law” shall be construed as referring to all statutes, rules, regulations, codes and other laws (including official rulings and interpretations thereunder having the force of law or with which affected Persons customarily comply), and all judgments, orders and decrees, of all Governmental Authorities. Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified (subject to any restrictions on such amendments, restatements, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns (subject to any restrictions on assignment set forth herein) and, in the case of any Governmental Authority, any other Governmental Authority that shall have succeeded to any or all functions thereof, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (e) any reference to any law, rule or regulation herein shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time and (f) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04. Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made without giving effect to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.

(b) All pro forma computations required to be made hereunder giving effect to any acquisition or Disposition , or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.04 (a) ), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. 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).

SECTION 1.05. Status of Obligations. In the event that the Borrower or any other Loan Party shall at any time issue or have outstanding any Subordinated Indebtedness, the Borrower shall take or cause such other Loan Party to take all such actions as shall be necessary to cause the Obligations to constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Obligations are hereby designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding and are further given all such other designations as shall be required under the terms of any such Subordinated Indebtedness in order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders of senior indebtedness under the terms of such Subordinated Indebtedness.

SECTION 1.06. Conversion of Foreign Currencies.

(a) Dollar Equivalents . The Administrative Agent may determine the Dollar Amount of any amount as required hereby, and a determination thereof by the Administrative Agent shall be conclusive absent manifest error. The Administrative Agent may, but shall not be obligated to, rely on any determination of any Dollar Amount by the Borrower. The Administrative Agent may determine or redetermine the Dollar Amount of any amount on any date either in its own discretion or upon the request of any Lender, including the Dollar Amount of any Loan or Letter of Credit made or issued in any Foreign Currency.

(b) Rounding-Off . The Administrative Agent may set up appropriate rounding-off mechanisms or otherwise round-off amounts hereunder to the nearest higher or lower amount in whole Dollars, euro, Pounds Sterling, Canadian Dollars, Mexican Pesos, whole other currency or smaller denomination thereof to ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted hereunder are expressed in whole Dollars, whole Pounds Sterling, euro, Mexican Peso, whole other currency or in whole smaller denomination thereof, as may be necessary or appropriate.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender (severally and not jointly) agrees to make Revolving Loans to the Borrower in Agreed Currencies from time to time during the Availability Period in an aggregate principal amount that will not result in (a) subject to Sections 2.04 and 2.11(b), the Dollar Amount of such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment, (b) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures exceeding the Aggregate Commitment or (c) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, exceeding the Foreign Currency Sublimit. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolving Loans.

SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan (other than a Swingline Loan) shall be made as part of a Borrowing consisting of Revolving Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans or fund participations in Letters of Credit and Swingline Loans as required. Any Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05.

(b) Subject to Section 2.14, each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower may request in accordance herewith; provided that each ABR Loan shall only be made in Dollars. Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.14, 2.15, 2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 1,000,000 units of such currency) and not less than $5,000,000 (or, if such Borrowing is denominated in a Foreign Currency, 5,000,000 units of such currency). At the time that each ABR Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided that an ABR Revolving Borrowing may be in an aggregate amount that is equal to the entire unused balance of the Aggregate Commitment or that is required to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e). Each Swingline Loan shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Borrowings of more than one Type and Class may be outstanding at the same time; provided that there shall not at any time be more than a total of fifteen (15) Eurocurrency Revolving Borrowings outstanding.

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

SECTION 2.03. Requests for Revolving Borrowings. To request a Revolving Borrowing, the Borrower shall notify the Administrative Agent of such request (a) by irrevocable written notice (via a written Borrowing Request signed by the Borrower, promptly followed by telephonic confirmation of such request) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or by irrevocable written notice (via a written Borrowing Request signed by the Borrower) not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of the proposed Borrowing or (b) by telephone in the case of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of the proposed Borrowing; provided that any such notice of an ABR Revolving Borrowing to finance the reimbursement of an LC Disbursement as contemplated by Section 2.06(e) may be given not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Borrowing Request signed by the Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) the aggregate principal amount of the requested Borrowing;

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

(iii) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

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

(v) the location and number of the Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.07.

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

SECTION 2.04. Determination of Dollar Amounts. The Administrative Agent will determine the Dollar Amount of:

(a) each Eurocurrency Borrowing as of the date two (2) Business Days prior to the date of such Borrowing or, if applicable, the date of conversion/continuation of any Borrowing as a Eurocurrency Borrowing,

(b) the LC Exposure as of the date of each request for the issuance, amendment, renewal or extension of any Letter of Credit, and

(c) all outstanding Credit Events on and as of the last Business Day of each calendar quarter and, during the continuation of an Event of Default, on any other Business Day elected by the Administrative Agent in its discretion or upon instruction by the Required Lenders.

Each day upon or as of which the Administrative Agent determines Dollar Amounts as described in the preceding clauses (a), (b) and (c) is herein described as a “Computation Date” with respect to each Credit Event for which a Dollar Amount is determined on or as of such day.

SECTION 2.05. Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans in Dollars to the Borrower from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans exceeding $30,000,000, (ii) the Dollar Amount of the Swingline Lender’s Revolving Credit Exposure exceeding its Commitment, or (iii) subject to Section 2.04, the Dollar Amount of the total Revolving Credit Exposure exceeding the Aggregate Commitment; provided that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Loan. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Swingline Loans.

(b) To request a Swingline Loan, the Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, New York City time, on the day of a proposed Swingline Loan. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested Swingline Loan. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from the Borrower. The Swingline Lender shall make each Swingline Loan available to the Borrower by means of a credit to the general deposit account of the Borrower with the Administrative Agent designated for such purpose (or, in the case of a Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e), by remittance to the applicable Issuing Bank) by 3:00 p.m., New York City time, on the requested date of such Swingline Loan.

(c) The Swingline Lender may by written notice given to the Administrative Agent on any Business Day require the Lenders to acquire participations on such Business Day in all or a portion of the Swingline Loans outstanding. Such notice shall specify the aggregate amount of Swingline Loans in which Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each Lender, specifying in such notice such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender hereby absolutely and unconditionally agrees, promptly upon receipt of such notice from the Administrative Agent (and in any event, if such notice is received by 1:00 p.m., New York City time, on a Business Day, no later than 5:00 p.m., New York City time on such Business Day and if received after 1:00 p.m., New York City time, on a Business Day, no later than 10:00 a.m. New York City time on the immediately succeeding Business Day) to pay to the Administrative Agent, for the account of the Swingline Lender, such Lender’s Applicable Percentage of such Swingline Loan or Loans. Each Lender acknowledges and agrees that its obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Lenders. The Administrative Agent shall notify the Borrower of any participations in any Swingline Loan acquired pursuant to this paragraph, and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrower (or other party on behalf of the Borrower) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrower for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not relieve the Borrower of any default in the payment thereof.

(d) The Swingline Lender may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Swingline Lender and the successor Swingline Lender. The Administrative Agent shall notify the Lenders of any such replacement of the Swingline Lender. At the time any such replacement shall become effective, the Borrower shall pay all unpaid interest accrued for the account of the replaced Swingline Lender pursuant to Section 2.13(a). From and after the effective date of any such replacement, (x) the successor Swingline Lender shall have all the rights and obligations of the replaced Swingline Lender under this Agreement with respect to Swingline Loans made thereafter and (y) references herein to the term “Swingline Lender” shall be deemed to refer to such successor or to any previous Swingline Lender, or to such successor and all previous Swingline Lenders, as the context shall require. After the replacement of the Swingline Lender hereunder, the replaced Swingline Lender shall remain a party hereto and shall continue to have all the rights and obligations of a Swingline Lender under this Agreement with respect to Swingline Loans made by it prior to its replacement, but shall not be required to make additional Swingline Loans.

(e) Subject to the appointment and acceptance of a successor Swingline Lender, the Swingline Lender may resign as Swingline Lender at any time upon thirty days’ prior written notice to the Administrative Agent, the Borrower and the Lenders, in which case, the Swingline Lender shall be replaced in accordance with Section 2.05(d) above.

SECTION 2.06. Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in Agreed Currencies as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Banks, at any time and from time to time during the Availability Period. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything herein to the contrary, each Issuing Bank shall have no obligation hereunder to issue, and shall not issue, any Letter of Credit the proceeds of which would be made available to any Person (i) to fund any activity or business of or with any Sanctioned Person, or in any country or territory that, at the time of such funding, is the subject of any Sanctions or (ii) in any manner that would result in a violation of any Sanctions by any party to this Agreement. Notwithstanding that a Letter of Credit issued or outstanding hereunder supports any obligations of, or is for the account of, a Subsidiary, or states that a Subsidiary is the “account party,” “applicant,” “customer,” “instructing party,” or the like of or for such Letter of Credit, and without derogating from any rights of the applicable Issuing Bank (whether arising by contract, at law, in equity or otherwise) against such Subsidiary in respect of such Letter of Credit, the Borrower (i) shall reimburse, indemnify and compensate the applicable Issuing Bank hereunder for such Letter of Credit (including to reimburse any and all drawings thereunder) as if such Letter of Credit had been issued solely for the account of the Borrower and (ii) irrevocably waives any and all defenses that might otherwise be available to it as a guarantor or surety of any or all of the obligations of such Subsidiary in respect of such Letter of Credit. The Borrower hereby acknowledges that the issuance of such Letters of Credit for its Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.

(b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions . To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance, amendment, renewal or extension) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount of such Letter of Credit, the Agreed Currency applicable thereto, the name and address of the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Bank, the Borrower also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended only if (and upon issuance, amendment, renewal or extension of each Letter of Credit the Borrower shall be deemed to represent and warrant that), after giving effect to such issuance, amendment, renewal or extension (i) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the LC Exposure shall not exceed $100,000,000, (ii) subject to Sections 2.04 and 2.11(b), the sum of the Dollar Amount of the total Revolving Credit Exposures shall not exceed the Aggregate Commitment, (iii) subject to Sections 2.04 and 2.11(b), the Dollar Amount of the total outstanding Revolving Loans and LC Exposure, in each case denominated in Foreign Currencies, shall not exceed the Foreign Currency Sublimit and (iv) subject to Sections 2.04 and 2.11(b), the Dollar amount of the LC Exposure of any individual Issuing Bank shall not exceed $50,000,000 (unless otherwise agreed to by such Issuing Bank, the Administrative Agent and the Borrower).

(c) Expiration Date . Each Letter of Credit shall expire (or be subject to termination by notice from the applicable Issuing Bank to the beneficiary thereof) at or prior to the close of business on the earlier of (i) the date one year after the date of the issuance of such Letter of Credit provided that (A) any Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods not to extend past the date in clause (ii) below and (B) Letters of Credit with an aggregate face amount not to exceed $20,000,000 may have expiration dates that extend to the date two (2) years after the date of the issuance of each such Letter of Credit (or, in the case of any renewal or extension thereof, two (2) years after such renewal or extension) not to extend past the date in clause (ii) and (ii) the date that is five (5) Business Days prior to the Maturity Date.

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

(e) Reimbursement . If an Issuing Bank shall make any LC Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement by paying to the Administrative Agent in the currency in which it is denominated the amount equal to such LC Disbursement, calculated as of the date such Issuing Bank made such LC Disbursement (or if such Issuing Bank shall so elect in its sole discretion by notice to the Borrower, in such other Agreed Currency which was paid by such Issuing Bank pursuant to such LC Disbursement in an amount equal to such LC Disbursement) not later than 12:00 noon, Local Time, on the date that such LC Disbursement is made, if the Borrower shall have received notice of such LC Disbursement prior to 10:00 a.m., Local Time, on such date, or, if such notice has not been received by the Borrower prior to such time on such date, then not later than 12:00 noon, Local Time, on the Business Day immediately following the day that the Borrower receives such notice, if such notice is not received prior to such time on the day of receipt; provided that, if such LC Disbursement is not less than the Dollar Amount of $1,000,000, the Borrower may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.05 that such payment be financed with (i) to the extent such LC Disbursement was made in Dollars, an ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan in Dollars in an amount equal to such LC Disbursement or (ii) to the extent that such LC Disbursement was made in a Foreign Currency, a Eurocurrency Revolving Borrowing in such Foreign Currency in an amount equal to such LC Disbursement and, in each case, to the extent so financed, the Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR Revolving Borrowing, Eurocurrency Revolving Borrowing or Swingline Loan, as applicable. If the Borrower fails to make such payment when due, the Administrative Agent shall notify each Lender of the applicable LC Disbursement, the payment then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the payment then due from the Borrower, in the same manner as provided in Section 2.07 with respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis mutandis , to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to such Issuing Bank the amounts so received by it from the Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant to this paragraph, the Administrative Agent shall distribute such payment to such Issuing Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse such Issuing Bank for any LC Disbursement (other than the funding of Revolving Loans or a Swingline Loan as contemplated above) shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement. If the Borrower’s reimbursement of, or obligation to reimburse, any amounts in any Foreign Currency would subject the Administrative Agent, any Issuing Bank or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its option, either (x) pay the amount of any such tax requested by the Administrative Agent, the relevant Issuing Bank or the relevant Lender or (y) reimburse each LC Disbursement made in such Foreign Currency in Dollars, in an amount equal to the Equivalent Amount, calculated using the applicable Exchange Rates, on the date such LC Disbursement is made, of such LC Disbursement.

(f) Obligations Absolute . The Borrower’s obligation to reimburse LC Disbursements as provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank; provided that the foregoing shall not be construed to excuse such Issuing Bank from liability to the Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the Borrower to the extent permitted by applicable law) suffered by the Borrower that are caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of such Issuing Bank (as finally determined by a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, such Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.

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

(h) Interim Interest . If an Issuing Bank shall make any LC Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that the reimbursement is due and payable, at the rate per annum then applicable to ABR Revolving Loans (or in the case such LC Disbursement is denominated in a Foreign Currency, at the Overnight Foreign Currency Rate for such Agreed Currency plus the then effective Applicable Rate with respect to Eurocurrency Revolving Loans) and such interest shall be due and payable on the date when such reimbursement is payable; provided that, if the Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of such Issuing Bank, except that interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of such payment.

(i) Replacement of Issuing Bank . An Issuing Bank may be replaced at any time by written agreement among the Borrower, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrower shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Bank under this Agreement with respect to Letters of Credit then outstanding and issued by it prior to such replacement, but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization . If any Event of Default shall occur and be continuing, on the Business Day that the Borrower receives notice from the Administrative Agent or the Required Lenders (or, if the maturity of the Loans has been accelerated, Lenders with LC Exposure representing greater than fifty percent (50%) of the total LC Exposure) demanding the deposit of cash collateral pursuant to this paragraph, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Lenders (the “ LC Collateral Account ”), an amount in cash equal to 103% of the Dollar Amount of the LC Exposure as of such date plus any accrued and unpaid interest thereon; provided that (i) the portions of such amount attributable to undrawn Foreign Currency Letters of Credit or LC Disbursements in a Foreign Currency that the Borrower is not late in reimbursing shall be deposited in the applicable Foreign Currencies in the actual amounts of such undrawn Letters of Credit and LC Disbursements and (ii) the obligation to deposit such cash collateral shall become effective immediately, and such deposit shall become immediately due and payable, without demand or other notice of any kind, upon the occurrence of any Event of Default with respect to the Borrower described in clause (h) or (i) of Section 7.01. For the purposes of this paragraph, the Foreign Currency LC Exposure shall be calculated using the applicable Exchange Rate on the date notice demanding cash collateralization is delivered to the Borrower. The Borrower also shall deposit cash collateral pursuant to this paragraph as and to the extent required by Section 2.11(b). Such deposit shall be held by the Administrative Agent as collateral for the payment and performance of the Obligations. The Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of the Administrative Agent and at the Borrower’s risk and expense, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Administrative Agent to reimburse such Issuing Bank for LC Disbursements for which it has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrower for the LC Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with LC Exposure representing greater than fifty (50%) of the total LC Exposure), be applied to satisfy other Obligations. If the Borrower is required to provide an amount of cash collateral hereunder as a result of the occurrence of an Event of Default, such amount (to the extent not applied as aforesaid) shall be returned to the Borrower within three (3) Business Days after all Events of Default have been cured or waived.

SECTION 2.07. Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds (i) in the case of Loans denominated in Dollars, by 1:00 p.m., New York City time, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders and (ii) in the case of each Loan denominated in a Foreign Currency, by 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency and at such Eurocurrency Payment Office for such currency; provided that Swingline Loans shall be made as provided in Section 2.05. The Administrative Agent will make such Loans available to the Borrower by promptly crediting the amounts so received, in like funds, to (x) an account of the Borrower maintained with the Administrative Agent in New York City or Chicago and designated by the Borrower in the applicable Borrowing Request, in the case of Loans denominated in Dollars and (y) an account of the Borrower in the relevant jurisdiction and designated by the Borrower in the applicable Borrowing Request, in the case of Loans denominated in a Foreign Currency; provided that ABR Revolving Loans made to finance the reimbursement of an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative Agent to such Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to the Administrative Agent such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency) or (ii) in the case of the Borrower, the interest rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

SECTION 2.08. Interest Elections. (a) Each Revolving Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Revolving Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Revolving Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing. This Section shall not apply to Swingline Loans, which may not be converted or continued.

(b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election (by telephone or irrevocable written notice in the case of a Borrowing denominated in Dollars or by irrevocable written notice (via an Interest Election Request signed by the Borrower) in the case of a Borrowing denominated in a Foreign Currency) by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Revolving Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request signed by the Borrower. Notwithstanding any contrary provision herein, this Section shall not be construed to permit the Borrower to (i) change the currency of any Borrowing, (ii) elect an Interest Period for Eurocurrency Loans that does not comply with Section 2.02(d) or (iii) convert any Borrowing to a Borrowing of a Type not available under such Borrowing.

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

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

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

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

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

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

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

(e) If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Revolving Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period (i) in the case of a Borrowing denominated in Dollars, such Borrowing shall be converted to an ABR Borrowing and (ii) in the case of a Borrowing denominated in a Foreign Currency in respect of which the Borrower shall have failed to deliver an Interest Election Request prior to the third (3 ^rd ) Business Day preceding the end of such Interest Period, such Borrowing shall automatically continue as a Eurocurrency Borrowing in the same Agreed Currency with an Interest Period of one month unless such Eurocurrency Borrowing is or was repaid in accordance with Section 2.11. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing (i) no outstanding Revolving Borrowing denominated in Dollars may be converted to or continued as a Eurocurrency Borrowing, (ii) unless repaid, each Eurocurrency Revolving Borrowing denominated in Dollars shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto and (iii) unless repaid, each Eurocurrency Revolving Borrowing denominated in a Foreign Currency shall automatically be continued as a Eurocurrency Borrowing with an Interest Period of one month.

SECTION 2.09. Termination and Reduction of Commitments. (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date.

(b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans in accordance with Section 2.11, the Dollar Amount of the sum of the Revolving Credit Exposures would exceed the Aggregate Commitment.

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

SECTION 2.10. Repayment of Loans; Evidence of Debt. (a) The Borrower hereby unconditionally promises to pay (i) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Revolving Loan on the Maturity Date in the currency of such Loan and (ii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan on the earlier of the Maturity Date and the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least two (2) Business Days after such Swingline Loan is made; provided that on each date that a Revolving Borrowing is made, the Borrower shall repay all Swingline Loans then outstanding.

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

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

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

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

SECTION 2.11. Prepayment of Loans.

(a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.11(a). The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by written notice (promptly followed by telephonic confirmation of such request) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 12:00 noon, New York City time on the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

(b) If at any time, (i) other than as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (calculated, with respect to those Credit Events denominated in Foreign Currencies, as of the most recent Computation Date with respect to each such Credit Event) exceeds the Aggregate Commitment or (B) the sum of the aggregate principal Dollar Amount of all of the outstanding Revolving Credit Exposures denominated in Foreign Currencies (the “ Foreign Currency Exposure ”) (so calculated), as of the most recent Computation Date with respect to each such Credit Event, exceeds the Foreign Currency Sublimit or (ii) solely as a result of fluctuations in currency exchange rates, (A) the sum of the aggregate principal Dollar Amount of all of the Revolving Credit Exposures (so calculated) exceeds 105% of the Aggregate Commitment or (B) the Foreign Currency Exposure, as of the most recent Computation Date with respect to each such Credit Event, exceeds 105% of the Foreign Currency Sublimit, the Borrower shall in each case immediately repay Borrowings or cash collateralize LC Exposure in an account with the Administrative Agent pursuant to Section 2.06(j), as applicable, in an aggregate principal amount sufficient to cause (x) the aggregate Dollar Amount of all Revolving Credit Exposures (so calculated) to be less than or equal to the Aggregate Commitment and (y) the Foreign Currency Exposure to be less than or equal to the Foreign Currency Sublimit, as applicable.

SECTION 2.12. Fees. (a) The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily unused amount of the Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates (it being understood and agreed that any Lender’s Swingline Exposure shall not be deemed to be a component of such Lender’s unused Commitment for purposes of calculating the commitment fee under this Section 2.12(a)). Accrued commitment fees shall be payable in arrears on the last day of March, June, September and December of each year and on the date on which the Commitments terminate, commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day).

(b) The Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender a participation fee with respect to its participations in Letters of Credit, which shall accrue at the same Applicable Rate used to determine the interest rate applicable to Eurocurrency Revolving Loans on the average daily Dollar Amount of such Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Effective Date to but excluding the later of the date on which such Lender’s Commitment terminates and the date on which such Lender ceases to have any LC Exposure and (ii) to each Issuing Bank for its own account a fronting fee, which shall accrue at the rate of 0.125% per annum on the average daily Dollar Amount of the LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) attributable to Letters of Credit issued by such Issuing Bank during the period from and including the Effective Date to but excluding the later of the date of termination of the Commitments and the date on which there ceases to be any LC Exposure, as well as such Issuing Bank’s standard fees and commissions with respect to the issuance, amendment, cancellation, negotiation, transfer, presentment, renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation fees and fronting fees accrued through and including the last day of March, June, September and December of each year shall be payable on the third (3 ^rd ) Business Day following such last day, commencing on the first such date to occur after the Effective Date; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. Any other fees payable to each Issuing Bank pursuant to this paragraph shall be payable within ten (10) days after demand. All participation fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). Participation fees and fronting fees in respect of Letters of Credit denominated in Dollars shall be paid in Dollars, and participation fees and fronting fees in respect of Letters of Credit denominated in a Foreign Currency shall be paid in such Foreign Currency.

(c) The Borrower agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Borrower and the Administrative Agent (including all fees due and payable pursuant to the terms of the Fee Letters).

(d) All fees payable hereunder shall be paid on the dates due, in Dollars (except as otherwise expressly provided in this Section 2.12) and immediately available funds, to the Administrative Agent (or to such Issuing Bank, in the case of fees payable to it) for distribution, in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.

SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Rate.

(c) Notwithstanding the foregoing, during the occurrence and continuance of an Event of Default, the Required Lenders may, at their option, by written notice to the Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of Section 9.02 requiring the consent of “each Lender directly affected thereby” for reductions in interest rates), declare that (i) all Loans shall bear interest at 2% per annum plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount shall accrue at 2% per annum plus the rate applicable to such fee or other obligation as provided hereunder; provided that during the occurrence and continuance of an Event of Default under Section 7.01(a), (b), (h) or (i), all Loans shall automatically bear interest at 2% per annum plus the rate otherwise applicable to such Loans as provided in the preceding paragraphs of this Section and in the case of any other amount outstanding hereunder, such amount shall automatically accrue at 2% per annum plus the rate applicable to such fee or other obligation as provided hereunder.

(d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurocurrency Revolving Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest (i) computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and (ii) for Borrowings denominated in Pounds Sterling and Canadian Dollars shall be computed on the basis of a year of 365 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.14. Alternate Rate of Interest.

(a) If at the time that the Administrative Agent shall seek to determine the applicable Screen Rate on the Quotation Day for any Interest Period for a Eurocurrency Borrowing, the applicable Screen Rate shall not be available for such Interest Period and/or for the applicable currency with respect to such Eurocurrency Borrowing for any reason, and the Administrative Agent shall reasonably determine that it is not possible to determine the Interpolated Rate (which conclusion shall be conclusive and binding absent manifest error), then the LIBO Rate shall be the Reference Bank Rate for such Interest Period for such Eurocurrency Borrowing; provided that if the Reference Bank Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement; provided , further , however, that if less than two Reference Banks shall supply a rate to the Administrative Agent for purposes of determining the LIBO Rate for such Eurocurrency Borrowing, (i) if such Borrowing shall be requested in Dollars, then such Borrowing shall be made as an ABR Borrowing at the Alternate Base Rate and (ii) if such Borrowing shall be requested in any Foreign Currency, the LIBO Rate shall be equal to the rate determined by the Administrative Agent in its reasonable discretion after consultation with the Borrower and consented to in writing by the Required Lenders (the “ Alternative Rate ”); provided , however , that until such time as the Alternative Rate shall be determined and so consented to by the Required Lenders, Borrowings shall not be available in such Foreign Currency.

(b) If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(i) the Administrative Agent determines (which determination shall be conclusive and binding absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate or the LIBO Rate, as applicable (including, without limitation, because the LIBO Screen Rate is not available or published on a current basis), for a Loan in the applicable currency or for the applicable Interest Period; or

(ii) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate or LIBO Rate, as applicable, for a Loan in the applicable currency or for the applicable Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone, telecopy or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing in the applicable currency or for the applicable Interest Period, as the case may be, shall be ineffective and any such Eurocurrency Borrowing shall be repaid or (solely if such Eurocurrency Borrowing is denominated in Dollars) converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, (ii) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing and (iii) if any Borrowing Request requests a Eurocurrency Borrowing in a Foreign Currency, then the LIBO Rate for such Eurocurrency Borrowing shall be the Alternative Rate; provided that if the circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of Borrowings shall be permitted.

(c) If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) the circumstances set forth in clause (b)(i) have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in clause (b)(i) have not arisen but either (w) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement that the administrator of the LIBOR Screen Rate is insolvent (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (x) the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published by it (and there is no successor administrator that will continue publication of the LIBOR Screen Rate), (y) the supervisor for the administrator of the LIBOR Screen Rate has made a public statement identifying a specific date after which the LIBOR Screen Rate will permanently or indefinitely cease to be published or (z) the supervisor for 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 an applicable LIBOR Screen Rate for any Agreed Currency may no longer be used for determining interest rates for loans, then the Administrative Agent and the Borrower shall (A) endeavor to establish an alternate rate of interest to the LIBO Rate for Loans denominated in Dollars, and (B) endeavor to establish an Alternative Rate as described in clause (a) above for Loans denominated in Agreed Currencies other than Dollars, in each case, that gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the United States in Dollars or such Agreed Currency at such time, as applicable and shall enter into an amendment to this Agreement to reflect such alternate rate or rates of interest and such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not include a reduction of the Applicable Rate); provided that, if such alternate rate of interest as so determined would be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement. Notwithstanding anything to the contrary in Section 9.02, any such amendment establishing an alternate rate of interest for Loans denominated in Dollars shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of such alternate rate or rates of interest is provided to the Lenders, a written notice from the Required Lenders stating that such Required Lenders object to such amendment. Until an alternate rate of interest or Alternative Rate, as applicable, shall be determined in accordance with this clause (c) (but, in the case of the circumstances described in clause (ii) of the first sentence of this Section 2.14(c), only to the extent the LIBOR Screen Rate for the applicable Agreed Currency and such Interest Period is not available or published at such time on a current basis), (x) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing, and any Borrowing Request for a Eurocurrency Borrowing in a Foreign Currency shall, in each case, be ineffective and any such Eurocurrency Borrowing shall be repaid or (solely if such Eurocurrency Borrowing is denominated in Dollars) converted into an ABR Borrowing on the last day of the then current Interest Period applicable thereto, and (y) if any Borrowing Request requests a Eurocurrency Borrowing in Dollars, such Borrowing shall be made as an ABR Borrowing.

SECTION 2.15. Increased Costs. (a) If any Change in Law shall:

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

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

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

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

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

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

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

SECTION 2.16. Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any prepayment pursuant to Section 2.11), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.11(a) and is revoked in accordance therewith) or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.19, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event. Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the Adjusted LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for deposits in the relevant currency of a comparable amount and period from other banks in the eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION 2.17. Taxes. (a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

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

(c) Evidence of Payments . As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

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

(e) Indemnification by the Lenders . Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to 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 (e).

(f) Status of Lenders . (i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.17(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender.

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

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

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

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

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

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

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

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

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

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(g) Treatment of Certain Refunds . If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(h) Survival . Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

(i) Defined Terms . For purposes of this Section 2.17, the term “Lender” includes the Issuing Banks and the term “applicable law” includes FATCA.

SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under Section 2.15, 2.16 or 2.17, or otherwise) prior to (i) in the case of payments denominated in Dollars, 1:00 p.m., New York City time and (ii) in the case of payments denominated in a Foreign Currency, 12:00 noon, Local Time, in the city of the Administrative Agent’s Eurocurrency Payment Office for such currency, in each case on the date when due, in immediately available funds, without set-off, recoupment or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made (i) in the same currency in which the applicable Credit Event was made (or where such currency has been converted to euro, in euro) and (ii) to the Administrative Agent at its offices in New York City or, in the case of a Credit Event denominated in a Foreign Currency, the Administrative Agent’s Eurocurrency Payment Office for such currency, except payments to be made directly to an Issuing Bank or Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments denominated in the same currency received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. Notwithstanding the foregoing provisions of this Section, if, after the making of any Credit Event in any Foreign Currency, currency control or exchange regulations are imposed in the country which issues such currency with the result that the type of currency in which the Credit Event was made (the “ Original Currency ”) no longer exists or the Borrower is not able to make payment to the Administrative Agent for the account of the Lenders in such Original Currency, then all payments to be made by the Borrower hereunder in such currency shall instead be made when due in Dollars in an amount equal to the Dollar Amount (as of the date of repayment) of such payment due, it being the intention of the parties hereto that the Borrower takes all risks of the imposition of any such currency control or exchange regulations.

(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed LC Disbursements then due to such parties.

(c) At the election of the Administrative Agent, all payments of principal, interest, LC Disbursements, fees, premiums, reimbursable expenses (including, without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any deposit account of the Borrower maintained with the Administrative Agent. The Borrower hereby irrevocably authorizes (i) the Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans (including Swingline Loans) and that all such Borrowings shall be deemed to have been requested pursuant to Sections 2.03 or 2.05, as applicable and (ii) the Administrative Agent to charge any deposit account of the Borrower maintained with the Administrative Agent for each payment of principal, interest and fees as it becomes due hereunder or any other amount due under the Loan Documents.

(d) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Disbursements or Swingline Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Revolving Loans and participations in LC Disbursements and Swingline Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations in LC Disbursements and Swingline Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Revolving Loans and participations in LC Disbursements and Swingline Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in LC Disbursements and Swingline Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off 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.

(e) 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 the Issuing Banks hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the Issuing Banks, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the Issuing Banks, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation (including without limitation the Overnight Foreign Currency Rate in the case of Loans denominated in a Foreign Currency).

(f) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the account of such Lender and for the benefit of the Administrative Agent, the Swingline Lender or an Issuing Bank to satisfy such Lender’s obligations to it under such Section until all such unsatisfied obligations are fully paid and/or (ii) hold any such amounts in a segregated account over which the Administrative Agent shall have exclusive control as cash collateral for, and application to, any future funding obligations of such Lender under any such Section; in the case of each of clauses (i) and (ii) above, in any order as determined by the Administrative Agent in its discretion.

SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.15, (ii) the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or (iii) any Lender becomes a Defaulting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights (other than its existing rights to payments pursuant to Sections 2.15 or 2.17) and obligations under the Loan Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrower shall have received the prior written consent of the Administrative Agent (and if a Commitment is being assigned, the Issuing Banks and the Swingline Lender), which consent shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

SECTION 2.20. Increase of Commitments. The Borrower may from time to time elect to increase the Commitments, in each case in minimum increments of $5,000,000 and not less than $20,000,000, so long as, after giving effect thereto, the aggregate amount of such increases does not exceed $200,000,000 and after giving effect to any such increase, the Aggregate Commitment does not exceed $600,000,000. The Borrower may arrange for any such increase to be provided by one or more Lenders (each Lender so agreeing to an increase in its Commitment, an “Increasing Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution or other entity, an “Augmenting Lender”; provided that no Ineligible Institution may be an Augmenting Lender), which agree to increase their existing Commitments or provide new Commitments, as the case may be; provided that (i) each Augmenting Lender, shall be subject to the approval of the Borrower, the Administrative Agent and the Issuing Banks and the Swingline Lender to the extent the consent of the Issuing Banks or the Swingline Lender would be required to effect an assignment under Section 9.04(b), and (ii) (x) in the case of an Increasing Lender, the Borrower and such Increasing Lender execute an agreement substantially in the form of Exhibit C hereto, and (y) in the case of an Augmenting Lender, the Borrower and such Augmenting Lender execute an agreement substantially in the form of Exhibit D hereto. No consent of any Lender (other than the Lenders participating in the increase) shall be required for any increase in Commitments pursuant to this Section 2.20. Increases and new Commitments pursuant to this Section 2.20 shall become effective on the date agreed by the Borrower, the Administrative Agent and the relevant Increasing Lenders or Augmenting Lenders, and the Administrative Agent shall notify each Lender thereof. Notwithstanding the foregoing, no increase in the Commitments (or in the Commitment of any Lender) shall become effective under this paragraph unless, (i) on the proposed date of the effectiveness of such increase, (A) the conditions set forth in paragraphs (a) and (b) of Section 4.02 shall be satisfied or waived by the Required Lenders and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Financial Officer of the Borrower and (B) the Borrower shall be in compliance (on a pro forma basis) with the covenants contained in Section 6.12 and (ii) the Administrative Agent shall have received evidence reasonably acceptable to the Administrative Agent as to the organizational power and authority of the Borrower to borrow hereunder after giving effect to such increase. On the effective date of any increase in the Commitments, (i) each relevant Increasing Lender and Augmenting Lender shall make available to the Administrative Agent such amounts in immediately available funds as the Administrative Agent shall determine, for the benefit of the other Lenders, as being required in order to cause, after giving effect to such increase and the use of such amounts to make payments to such other Lenders, each Lender’s portion of the outstanding Revolving Loans of all the Lenders to equal its Applicable Percentage of such outstanding Revolving Loans, and (ii) the Borrower shall be deemed to have repaid and reborrowed all outstanding Revolving Loans as of the date of any increase in the Commitments (with such reborrowing to consist of the Types of Revolving Loans, with related Interest Periods if applicable, specified in a notice delivered by the Borrower, in accordance with the requirements of Section 2.03). The deemed payments made pursuant to clause (ii) of the immediately preceding sentence shall be accompanied by payment of all accrued interest on the amount prepaid and, in respect of each Eurocurrency Loan, shall be subject to indemnification by the Borrower pursuant to the provisions of Section 2.16 if the deemed payment occurs other than on the last day of the related Interest Periods. Notwithstanding anything herein to the contrary, the Administrative Agent, the Borrower and the applicable Augmenting Lenders and/or Increasing Lenders may agree upon procedures for phasing in any increase to minimize breakage costs or for reasons of convenience. Nothing contained in this Section 2.20 shall constitute, or otherwise be deemed to be, a commitment on the part of any Lender to increase its Commitment hereunder at any time. In connection with any increase of the Commitments pursuant to this Section 2.20, any Augmenting Lender becoming a party hereto shall (1) execute such documents and agreements as the Administrative Agent may reasonably request and (2) in the case of any Augmenting Lender that is organized under the laws of a jurisdiction outside of the United States of America, provide to the Administrative Agent, its name, address, tax identification number and/or such other information as shall be necessary for the Administrative Agent to comply with “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act.

SECTION 2.21. Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the specified currency with such other currency at the Administrative Agent’s main New York City office on the Business Day preceding that on which final, non‑appealable judgment is given. The obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Administrative Agent (as the case may be) may in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the specified currency, the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Administrative Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 2.18, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower.

SECTION 2.22. Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:

(a) fees shall cease to accrue on the unfunded portion of the Commitment of such Defaulting Lender pursuant to Section 2.12(a);

(b) any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 7.02 or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder; (ii) second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Banks or Swingline Lender hereunder; (iii) third, to cash collateralize each Issuing Bank’s LC Exposure with respect to such Defaulting Lender in accordance with this Section; (iv) 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; (v) 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 each Issuing Bank’s future LC Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with this Section; (vi) sixth, to the payment of any amounts owing to the Lenders, each Issuing Bank or Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, the Issuing Banks or Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement or under any other Loan Document; (vii) 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 or under any other Loan Document; and (viii) eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount of any Loans or LC Disbursements in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and LC Disbursements owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or LC Disbursements owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure and Swingline Loans are held by the Lenders pro rata in accordance with the Commitments without giving effect to clause (d) below. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto;

(c) the Commitment and Revolving Credit Exposure of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken or may take any action hereunder (including any consent to any amendment, waiver or other modification pursuant to Section 9.02); except that (x) the Commitment of any Defaulting Lender may not be increased or extended without the consent of such Lender and (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;

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

(i) all or any part of the Swingline Exposure and LC Exposure of such Defaulting Lender (other than the portion of such Swingline Exposure referred to in clause (b) of the definition of such term) shall be reallocated among the non-Defaulting Lenders in accordance with their respective Applicable Percentages but only to the extent that such reallocation does not, as to any non-Defaulting Lender, cause the Dollar Amount of such non-Defaulting Lender’s Revolving Credit Exposure to exceed its Commitment;

(ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Borrower shall within one (1) Business Day following notice by the Administrative Agent (x) first , prepay such Swingline Exposure and (y) second , cash collateralize for the benefit of the Issuing Banks only the Borrower’s obligations corresponding to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with the procedures set forth in Section 2.06(j) for so long as such LC Exposure is outstanding;

(iii) if the Borrower cash collateralizes any portion of such Defaulting Lender’s LC Exposure pursuant to clause (ii) above, the Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure during the period such Defaulting Lender’s LC Exposure is cash collateralized;

(iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to clause (i) above, then the fees payable to the Lenders pursuant to Section 2.12(a) and Section 2.12(b) shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Percentages; and

(v) if all or any portion of such Defaulting Lender’s LC Exposure is neither reallocated nor cash collateralized pursuant to clause (i) or (ii) above, then, without prejudice to any rights or remedies of any Issuing Bank or any other Lender hereunder, all letter of credit fees payable under Section 2.12(b) with respect to such Defaulting Lender’s LC Exposure shall be payable to such Issuing Bank until and to the extent that such LC Exposure is reallocated and/or cash collateralized; and

(e) so long as such Lender is a Defaulting Lender, the Swingline Lender shall not be required to fund any Swingline Loan and the Issuing Banks shall not be required to issue, amend or increase any Letter of Credit, unless it is satisfied that the related exposure and the Defaulting Lender’s then outstanding LC Exposure will be 100% covered by the Commitments of the non-Defaulting Lenders and/or cash collateral will be provided by the Borrower in accordance with Section 2.22(c), and participating interests in any such newly made Swingline Loan or any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.22(c)(i) (and such Defaulting Lender shall not participate therein).

If (i) a Bankruptcy Event or a Bail-In Action with respect to a Lender Parent shall occur following the date hereof and for so long as such event shall continue or (ii) the Swingline Lender or the Issuing Banks have a good faith belief that any Lender has defaulted in fulfilling its obligations under one or more other agreements in which such Lender commits to extend credit, the Swingline Lender shall not be required to fund any Swingline Loan and any Issuing Bank shall not be required to issue, amend or increase any Letter of Credit, unless the Swingline Lender or such Issuing Bank, as the case may be, shall have entered into arrangements with the Borrower or such Lender, satisfactory to the Swingline Lender or such Issuing Bank, as the case may be, to defease any risk to it in respect of such Lender hereunder.

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

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers; Subsidiaries. Each of the Borrower and its Subsidiaries is duly organized or formed, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required. Schedule 3.01 hereto (as supplemented from time to time) identifies each Subsidiary, noting whether such Subsidiary is a Material Domestic Subsidiary, the jurisdiction of its incorporation or organization, as the case may be, the percentage of issued and outstanding shares of each class of its Equity Interests owned by the Borrower and the other Subsidiaries and, if such percentage is not 100% (excluding directors’ qualifying shares as required by law), a description of each class issued and outstanding.

SECTION 3.02. Authorization; Enforceability. The Transactions are within each Loan Party’s corporate or other organizational powers and have been duly authorized by all necessary corporate or other organizational and, if required, stockholder action. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (d) will not result in the creation or imposition of, or the requirement to create, any Lien on any asset of the Borrower or any of its Subsidiaries.

SECTION 3.04. Financial Condition; No Material Adverse Change. (a) The Borrower has heretofore furnished to the Lenders its consolidated balance sheet and statements of income, stockholders equity and cash flows (i) as of and for the fiscal year ended December 31, 2017 reported on by Ernst & Young, LLP, independent public accountants, and (ii) as of and for the fiscal quarter and the portion of the fiscal year ended June 30, 2018. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.

(b) Since December 31, 2017, there has been no event or circumstance, either individually or in the aggregate, that has had or could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.05. Properties. (a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, which is not subject to any Lien except for (i) Permitted Encumbrances and (ii) minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.

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

SECTION 3.06. Litigation, Environmental and Labor Matters. (a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect (other than Disclosed Matters) or (ii) that involve this Agreement or the Transactions.

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

(c) There are no strikes, lockouts or slowdowns against the Borrower or any of its Subsidiaries pending or, to their knowledge, threatened. The hours worked by and payments made to employees of the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law relating to such matters. All material 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 liabilities on the books of the Borrower or such Subsidiary. 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 under which the Borrower or any of its Subsidiaries is bound that could reasonably be expected to result in a Material Adverse Effect.

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

SECTION 3.07. Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.08. Investment Company Status. Neither the Borrower nor any of its Subsidiaries is an “investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940.

SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.

SECTION 3.11. Disclosure. Neither the confidential information memorandum nor any of the other reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender in connection with the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

SECTION 3.12. Margin Regulations. The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying Margin Stock, or extending credit for the purpose of purchasing or carrying Margin Stock, and no part of the proceeds of any Borrowing or Letter of Credit extension hereunder will be used to buy or carry any Margin Stock. Following the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more than 25% of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a consolidated basis) will be Margin Stock.

SECTION 3.13. Liens. There are no Liens on any of the real or personal properties of the Borrower or any Subsidiary except for Liens permitted by Section 6.02.

SECTION 3.14. No Default. No Default or Event of Default has occurred and is continuing.

SECTION 3.15. No Burdensome Restrictions. The Borrower is not subject to any Burdensome Restrictions except Burdensome Restrictions permitted under Section 6.09.

SECTION 3.16. Anti-Corruption Laws and Sanctions. The Borrower has implemented and maintains in effect policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower, its Subsidiaries and to the knowledge of the Borrower its officers, directors, employees and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower, any Subsidiary, or to the knowledge of the Borrower or such Subsidiary their respective directors, officers, employees or any agent of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No Borrowing or Letter of Credit, use of proceeds or other Transactions will violate any Anti-Corruption Law or applicable Sanctions.

SECTION 3.17. EEA Financial Institutions. No Loan Party is an EEA Financial Institution.

SECTION 3.18. Solvency. The Borrower and its Subsidiaries taken as a whole are Solvent.

SECTION 3.19. Plan Assets. None of the Borrower or any of its Subsidiaries is a Benefit Plan.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The effectiveness of this Agreement and the obligations of the Lenders to make Loans hereunder and any agreement of the Issuing Banks to issue, amend, renew or extend any Letter of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other legal opinions, certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request in connection with the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(b) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of Haynes & Boone, LLP, counsel for the Loan Parties, substantially in the form of Exhibit B , and covering such other matters relating to the Loan Parties, the Loan Documents or the Transactions as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinion.

(c) The Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.

(d) All governmental and third party approvals necessary in connection with the Loan Documents or the Transactions and the continuing operations of the Loan Parties (including shareholder approvals, if any) shall have been obtained on satisfactory terms and shall be in full force and effect.

(e) The Lenders shall have received reasonably satisfactory financial statement projections through and including the Borrower’s 2021 fiscal year, together with such information as the Administrative Agent and the Lenders shall reasonably request (including, without limitation, a detailed description of the assumptions used in preparing such projections).

(f) The Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President or a Financial Officer of the Borrower, certifying (i) that the representations and warranties contained in Article III are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materially, in all respects) as of such date and (ii) that no Default or Event of Default has occurred and is continuing as of such date.

(g) The Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including, to the extent invoiced, reimbursement or payment of all out-of-pocket expenses required to be reimbursed or paid by the Borrower hereunder.

(h) The Administrative Agent shall have received evidence satisfactory to it that prior to or substantially concurrently with the Effective Date, the Borrower shall separate from Trinity Industries, Inc., pursuant to a Separation and Distribution Agreement (or similar agreement) in form and substance reasonably satisfactory to the Administrative Agent to be executed by the Borrower and Trinity Industries, Inc. on or prior to the Closing Date.

(i) Upon the reasonable request of any Lender made in writing at least ten (10) days prior to the Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, in each case at least five (5) days prior to the Effective Date.

The Administrative Agent shall notify the Borrower and the Lenders of the Effective Date, and such notice shall be conclusive and binding.

SECTION 4.02. Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing, and of the Issuing Banks to issue, amend, renew or extend any Letter of Credit, is subject to the satisfaction of the following conditions:

(a) The representations and warranties of the Borrower set forth in the Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifiers set forth therein) on and as of the date of such Borrowing or the date of issuance, amendment, renewal or extension of such Letter of Credit, as applicable, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation or warranty already qualified by materially, in any respect) as of such earlier date, and except that the representations and warranties contained in Sections 3.04(a)(i) and (a)(ii) shall be deemed to refer to the most recent statements furnished pursuant to Sections 5.01(a) and (b), respectively.

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

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

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder shall have been paid in full and all Letters of Credit shall have expired or terminated or been cash collateralized, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Administrative Agent and each Lender:

(a) within ninety (90) days after the end of each fiscal year of the Borrower (or, if earlier, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form) (commencing with the fiscal year ended December 31, 2018), its audited consolidated balance sheet and related statements of 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 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 Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (or, if earlier, by the date that the Quarterly Report on Form 10‑Q of the Borrower for such fiscal quarter would be required to be filed under the rules and regulations of the SEC, giving effect to any automatic extension available thereunder for the filing of such form) (commencing with the fiscal quarter ended September 30, 2018, which shall be delivered on or before November 15, 2018), 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 one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of the Borrower, substantially in the form of Exhibit E , (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (ii) setting forth reasonably detailed calculations demonstrating compliance with Section 5.09 and Section 6.12 and (iii) stating whether any change in GAAP or in the application thereof has occurred since the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(d) concurrently with any delivery of the financial statements under clause (a) above, a copy of the internally prepared business plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of the Borrower for the upcoming fiscal year in form reasonably satisfactory to the Administrative Agent;

(e) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any Subsidiary with the SEC, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be;

(f) promptly after receipt thereof by the Borrower or any Subsidiary, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by the SEC or such other agency regarding financial or other operational results of the Borrower or any Subsidiary thereof;

(g) promptly following any request therefor, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or books of the Borrower or any Subsidiary, or any audit of any of them as the Administrative Agent or any Lender (through the Administrative Agent) may reasonably request; and

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

Documents required to be delivered pursuant to Section 5.01(a), (b) or (e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date (i) on which such materials are publicly available as posted on the Electronic Data Gathering, Analysis and Retrieval system (EDGAR); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether made available by the Administrative Agent); provided that: (A) upon written request by the Administrative Agent (or any Lender through the Administrative Agent) to the Borrower, the Borrower shall deliver paper copies 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 shall notify the Administrative Agent and each Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. 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 with any such 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 document to it and maintaining its copies of such documents Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section 5.01 to the Administrative Agent.

SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default;

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

(c) the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

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

(e) any material change in accounting or financial reporting practices by the Borrower or any Subsidiary; and

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

Each notice delivered under this Section shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

SECTION 5.03. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rights and to maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted except, in the case of clause (b), where the failure to do so could reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

SECTION 5.04. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith 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.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by the Borrower and its Subsidiaries prior to the Effective Date (as modified from time to time based on the nature of the Borrower’s and its Subsidiaries’ respective businesses).

SECTION 5.06. Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation to its business and activities. The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender, upon reasonable prior notice, to visit and inspect its properties, to examine and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all at such reasonable times and as often as reasonably requested. The Borrower acknowledges that the Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to the Borrower’s and its Subsidiaries’ assets for internal use by the Administrative Agent and the Lenders.

SECTION 5.07. Compliance with Laws. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws) except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

SECTION 5.08. Use of Proceeds and Letters of Credit. The proceeds of the Loans will be used only to finance the working capital needs, and for general corporate purposes, of the Borrower and its Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulations T, U and X. The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (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, (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, except to the extent permitted for a Person required to comply with Sanctions, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto.

SECTION 5.09. Subsidiary Guaranty. Within 30 days after the delivery of the certificate described in Section 5.01(c) for each fiscal quarter (and if requested by the Administrative Agent at any time a Default exists, as soon as reasonably practical, but in any event within 30 days after such request), the Borrower shall deliver to the Administrative Agent: (a) a Subsidiary Guaranty duly executed by each Material Domestic Subsidiary that has not previously executed and delivered to the Administrative Agent a Subsidiary Guaranty; (b) such resolutions, member or partner consents, certificates, legal opinions and such other related documents as the Administrative Agent may reasonably request with respect to each such Material Domestic Subsidiary, all in form and substance reasonably satisfactory to the Administrative Agent (and such Material Domestic Subsidiary shall become a subsidiary guarantor hereunder upon delivery of the items described in clauses (a) and (b)); and (c) an updated Schedule 3.01. Notwithstanding the foregoing, if, at the time the certificate described in Section 5.01(c) is delivered, the Material Domestic Subsidiaries are insufficient to satisfy each of the thresholds set forth in clause (ii) of the proviso of the definition of “Material Domestic Subsidiary”, the Borrower shall, no later than thirty (30) days after the date of delivery of such certificate, designate in writing to the Administrative Agent such additional Domestic Subsidiaries as “Material Domestic Subsidiaries” as are necessary to comply with such definition and deliver all of the deliverables set forth in this Section with respect to such designated Material Domestic Subsidiaries.

SECTION 5.10. Accuracy of Information. The Borrower will ensure that any information, including financial statements or other documents, furnished to the Administrative Agent or the Lenders in connection with this Agreement or any amendment or modification hereof or waiver hereunder contains no material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and the furnishing of such information shall be deemed to be a representation and warranty by the Borrower on the date thereof as to the matters specified in this Section.

SECTION 5.11. Keepwell. The Borrower hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Subsidiary Guarantor to honor all of its obligations under the Subsidiary Guaranty in respect of Specified Swap Obligations (provided, however, that the Borrower shall only be liable under this Section 5.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 5.11 voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The Borrower intends that this Section 5.11 constitute, and this Section 5.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Subsidiary Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in full and all Letters of Credit have expired or terminated or been cash collateralized, in each case, without any pending draw, and all LC Disbursements shall have been reimbursed, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Indebtedness. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except:

(a) the Obligations;

(b) Indebtedness existing on the date hereof and set forth in Schedule 6.01 and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof;

(d) Guarantees by the Borrower of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary;

(e) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed $75,000,000 at any time outstanding;

(f) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the aggregate principal amount of Indebtedness permitted by this clause (f) shall not exceed a Dollar Amount equal to $35,000,000, and extensions, renewals and replacements of any such Indebtedness with Indebtedness of a similar type that does not increase the outstanding principal amount thereof;

(g) Indebtedness of the Borrower or any Subsidiary as an account party in respect of trade letters of credit;

(h) Indebtedness of the Borrower or any Subsidiary secured by a Lien on any asset of the Borrower or any Subsidiary; provided that the aggregate outstanding principal amount of Indebtedness permitted by this clause (h) shall not in the aggregate exceed $15,000,000 at any time;

(i) Indebtedness under any Swap Agreement, provided that such Swap Agreement complies with Section 6.06;

(j) Subordinated Indebtedness; and

(k) In addition to Indebtedness permitted by the foregoing clauses of this Section 6.01, unsecured Indebtedness of the Borrower and its Subsidiaries; provided that after giving pro forma effect to such Indebtedness, the Borrower shall be in compliance with the financial covenants set out in Section 6.12 (including any increase in the maximum Leverage Ratio elected by the Borrower pursuant to and in accordance with Section 6.12(a)), as calculated for the fiscal year then most recently ended as if the Indebtedness had been incurred as of the first day of each such period (and to the extent such Indebtedness bears interest at a floating rate, using the rate in effect at the time of calculation for the entire period of calculation).

SECTION 6.02. Liens. The Borrower will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, or assign or sell any income or revenues (including accounts receivable) or rights in respect of any thereof, except:

(a) Permitted Encumbrances;

(b) any Lien on any property or asset of the Borrower or any Subsidiary existing on the date hereof and set forth in Schedule 6.02 ; provided that (i) such Lien shall not apply to any other property or asset of the Borrower or any Subsidiary and (ii) such Lien shall secure only those obligations which it secures on the date hereof and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(c) any Lien existing on any property or asset prior to the acquisition thereof by the Borrower or any Subsidiary or existing on any property or asset of any Person that becomes a Subsidiary after the date hereof prior to the time such Person becomes a Subsidiary securing Indebtedness permitted by Section 6.01(f); provided that (i) such Lien is not created in contemplation of or in connection with such acquisition or such Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not apply to any other property or assets of the Borrower or any Subsidiary and (iii) such Lien shall secure only those obligations which it secures on the date of such acquisition or the date such Person becomes a Subsidiary, as the case may be, and extensions, renewals and replacements thereof that do not increase the outstanding principal amount thereof;

(d) Liens on fixed or capital assets acquired, constructed or improved by the Borrower or any Subsidiary; provided that (i) such security interests secure Indebtedness permitted by clause (e) of Section 6.01, (ii) such security interests and the Indebtedness secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of the Borrower or any Subsidiary; and

(e) Liens on assets of the Borrower and its Subsidiaries not otherwise permitted above securing Indebtedness permitted by Section 6.01(h).

SECTION 6.03. Fundamental Changes (a) The Borrower will not, and will not permit any Subsidiary to, merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of all or substantially all/any substantial part of its assets, or all or substantially all of the Equity Interests of any of its Subsidiaries (including, in each case, pursuant to a Delaware LLC Division and, in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

(i) any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation;

(ii) any Subsidiary may merge into a Borrower or another Subsidiary; provided that any such merger involving (A) the Borrower must result in the Borrower as the surviving entity or (B) a Subsidiary Guarantor must result in a Subsidiary Guarantor as the surviving entity; provided , further that, if as a result of a merger between Subsidiaries that are not Loan Parties, the surviving Subsidiary qualifies as a Material Domestic Subsidiary (determined as of the date of such Disposition), the Borrower shall take, and shall cause such Material Domestic Subsidiary to take, the actions specified in Section 5.09 within the time limits set forth therein;

(iii) any Subsidiaries included in the “Other” component of the Borrower’s Energy Equipment Group having assets with a net book value not in excess of $10,000,000 in the aggregate may liquidate or dissolve; and

(iv) any Subsidiary that is not a Loan Party 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 is not materially disadvantageous to the Lenders;

provided that any such merger or consolidation involving a Person that is not a wholly-owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless it is also permitted by Section 6.05.

(b) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date of execution of this Agreement and businesses reasonably related thereto.

(c) The Borrower will not, nor will it permit any of its Subsidiaries to, change its fiscal year from the basis in effect on the Effective Date without the prior written consent of the Administrative Agent, such consent not to be unreasonably withheld or delayed.

SECTION 6.04. Dispositions . The Borrower will not, and will not permit any Subsidiary to, make any Disposition, except if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing:

(a) Dispositions of obsolete or worn out property in the ordinary course of business;

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

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property;

(d) Dispositions of property by any Subsidiary to the Borrower or another Subsidiary (provided that any such Disposition by a Loan Party must be to another Loan Party); provided that, if as a result of such Disposition, the Subsidiary acquiring such property qualifies as a Material Domestic Subsidiary (determined as of the date of such Disposition), the Borrower shall take, and shall cause such Material Domestic Subsidiary to take, the actions specified in Section 5.09 within the time limits set forth therein;

(e) Dispositions permitted by Section 6.03;

(f) leases, licenses, subleases or sublicenses (including the provision of open source software under an open source license) granted in the ordinary course of business and on ordinary commercial terms that do not interfere in any material respect with the business of the Borrower and its Subsidiaries;

(g) Dispositions of intellectual property rights that are no longer used or useful in the business of the Borrower and its Subsidiaries;

(h) the discount, write-off or Disposition of accounts receivable deemed doubtful or uncollectible, in each case in the ordinary course of business;

(i) Restricted Payments permitted by Section 6.08 and investments permitted by Section 6.05;

(j) Dispositions of Equity Interests in any Subsidiaries included in the “Other” component of the Borrower’s Energy Equipment Group having assets with a net book value not in excess of $10,000,000 in the aggregate or any of such Subsidiaries’ properties or assets; and

(k) Dispositions by the Borrower and its Subsidiaries not otherwise permitted under this Section; provided that the aggregate book value of all property Disposed of pursuant to this clause (k) shall not exceed ten percent (10%) of the Borrower’s Consolidated Net Worth during the term of this Agreement.

SECTION 6.05. Investments, Loans, Advances, Guarantees and Acquisitions. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger or consolidation with any Person that was not a wholly owned Subsidiary prior to such merger or consolidation) any Equity Interests, evidences of indebtedness or other securities (including any option, warrant or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person (other than Equity Interests exercisable or convertible into, or exchangeable for, Equity Interests of the Borrower and its Subsidiaries), or purchase or otherwise acquire (in one transaction or a series of transactions) any Person or any assets of any other Person constituting a business unit, except:

(a) Permitted Investments;

(b) Permitted Acquisitions;

(c) investments by the Borrower and its Subsidiaries existing on the date hereof in the Equity Interests of its Subsidiaries;

(d) investments, loans or advances made by the Borrower in or to any Subsidiary and made by any Subsidiary in or to the Borrower or any other Subsidiary;

(e) Guarantees constituting Indebtedness permitted by Section 6.01;

(f) Swap Agreements permitted by Section 6.06; and

(g) in addition to investments permitted by the foregoing clauses of this Section 6.05, any other investments as long as at the time of and immediately after giving effect to any such investment, (i) no Default has occurred and is continuing or would result and (ii) the Leverage Ratio, on a pro forma basis, is less than 2.5 to 1.00; provided that in the event that the Leverage Ratio is equal to or greater than 2.5 to 1.00 at the time an investment is made, then the aggregate amount measured at cost of the investments made under this Section 6.04(g) during the entire term of this Agreement (including the investment in question) may not exceed the greater of (A) $50,000,000 or (B) 2.5% of the Borrower's consolidated current assets as determined in accordance with GAAP as reflected in the then-most recent financial statements provided by the Borrower at the time an investment is made pursuant to this Section 6.04(g).

SECTION 6.06. Swap Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any Swap Agreement, except (a) Swap Agreements entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary has actual exposure or in connection with the repurchase of any Equity Interests of the Borrower to the extent permitted by Section 6.08, and (b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Borrower or any Subsidiary.

SECTION 6.07. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions 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 the Borrower and its wholly owned Subsidiaries not involving any other Affiliate and (c) any Restricted Payment permitted by Section 6.08.

SECTION 6.08. Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (a) the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock compensation plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Equity Interests with the proceeds received from the substantially concurrent issuance of Equity Interests of such Person, (e) the Borrower may declare and pay dividends in respect of its Equity Interests if, as of the date of the payment of such dividends and after giving effect to the payment thereof and any Indebtedness incurred in connection therewith, no Default has occurred and is continuing or would result and: (i) the Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to 1.00, or (ii) if the Leverage Ratio (as calculated on a pro forma basis) is equal to or greater than 2.5 to 1.00, then the aggregate amount of dividends paid under the permissions of this clause (e) during any fiscal year shall not exceed an amount equal to the greater of (A) $30,000,000, or (B) 25% of the Borrower’s Consolidated Net Income for the preceding fiscal year, and (f) in addition to the dividends permitted by clause (e) and the other Restricted Payments permitted by this Section 6.08, the Borrower may make other Restricted Payments (including repurchase of the Borrower’s Equity Interests) if, as of the date of the payment of such Restricted Payment and after giving effect to the payment thereof and any Indebtedness incurred in connection therewith, no Default has occurred and is continuing or would result and: (i) the Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to 1.00, and (ii) if the Leverage Ratio (as calculated on a pro forma basis) is equal to or greater than 2.5 to 1.00, then the aggregate cash amount of all Restricted Payments made under the permissions of this clause (f) during the then current fiscal year shall not exceed an amount equal $30,000,000.

SECTION 6.09. Restrictive Agreements. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to holders of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (ii) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.09 (but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a 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, (iv) clause (a) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (v) clause (a) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

SECTION 6.10. Subordinated Indebtedness and Amendments to Subordinated Indebtedness Documents. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly voluntarily prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Subordinated Indebtedness or any Indebtedness from time to time outstanding under the Subordinated Indebtedness Documents. Furthermore, the Borrower will not, and will not permit any Subsidiary to, amend the Subordinated Indebtedness Documents or any document, agreement or instrument evidencing any Indebtedness incurred pursuant to the Subordinated Indebtedness Documents (or any replacements, substitutions, extensions or renewals thereof) or pursuant to which such Indebtedness is issued where such amendment, modification or supplement provides for the following or which has any of the following effects:

(a) increases the overall principal amount of any such Indebtedness or increases the amount of any single scheduled installment of principal or interest;

(b) shortens or accelerates the date upon which any installment of principal or interest becomes due or adds any additional mandatory redemption provisions;

(c) shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness;

(d) increases the rate of interest accruing on such Indebtedness;

(e) provides for the payment of additional fees or increases existing fees;

(f) amends or modifies any financial or negative covenant (or covenant which prohibits or restricts the Borrower or any Subsidiary from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower or such Subsidiary or which is otherwise materially adverse to the Borrower, any Subsidiary and/or the Lenders or, in the case of any such covenant, which places material additional restrictions on the Borrower or such Subsidiary or which requires the Borrower or such Subsidiary to comply with more restrictive financial ratios or which requires the Borrower to better its financial performance, in each case from that set forth in the existing applicable covenants in the Subordinated Indebtedness Documents or the applicable covenants in this Agreement; or

(g) amends, modifies or adds any affirmative covenant in a manner which (i) when taken as a whole, is materially adverse to the Borrower, any Subsidiary and/or the Lenders or (ii) is more onerous than the existing applicable covenant in the Subordinated Indebtedness Documents or the applicable covenant in this Agreement.

SECTION 6.11. Sale and Leaseback Transactions. The Borrower will not, nor will it permit any Subsidiary to, enter into any Sale and Leaseback Transaction except for any such Sale and Leaseback Transaction of any fixed or capital assets that (i) is in accordance with, and permitted by, Section 6.01(e), (ii) is made for cash consideration in an amount not less than the cost of such fixed or capital asset and (iii) is consummated within 120 days after the Borrower or such Subsidiary acquires or completes the construction of such fixed or capital asset.

SECTION 6.12. Financial Covenants.

(a) Maximum Leverage Ratio . The Borrower will not permit the ratio (the “ Leverage Ratio ”), determined as of the end of each of its fiscal quarters ending on and after September 30, 2018, of (i) Consolidated Total Indebtedness to (ii) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be greater than 3.00 to 1.00; provided that as of the last day of the four (4) fiscal quarters following a Qualified Acquisition, the Borrower may elect to permit the Leverage Ratio to be greater than 3.00 to 1.00 but not greater than 3.50 to 1.00 so long as the Borrower has not previously made two such elections during the term of this Agreement.

(b) Minimum Interest Coverage Ratio . The Borrower will not permit the ratio (the “ Interest Coverage Ratio ”), determined as of the end of each of its fiscal quarters ending on and after September 30, 2018, of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense, in each case for the period of four (4) consecutive fiscal quarters ending with the end of such fiscal quarter, all calculated for the Borrower and its Subsidiaries on a consolidated basis, to be less than 2.50 to 1.00.

ARTICLE VII

Events of Default

SECTION 7.01. Events of Default. If any of the following events (“Events of Default”) shall occur:

(a) the Borrower shall fail to pay (including, but not limited to, any failure to pay any mandatory prepayment required by Section 2.11(b)) any principal of any Loan or any reimbursement obligation in respect of any LC Disbursement when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or otherwise;

(b) any Loan Party shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a) of this Section) payable under this Agreement or any other Loan Document, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of three (3) Business Days;

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect (or, in the case of any representation or warranty already qualified by materiality, in any respect) when made or deemed made;

(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Sections 5.01, 5.02, 5.03 (with respect to the Borrower’s existence) or 5.08, in Article VI ;

(e) the Borrower or any Subsidiary, as applicable, shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Section) or any other Loan Document, and such failure shall continue unremedied for a period of thirty (30) days after the earlier to occur of either (i) an Authorized Officer of the Borrower becoming aware of such default or (ii) notice thereof having been given to the Borrower by the Administrative Agent (which notice will be given at the request of any Lender);

(f) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable (after the expiration of any grace or notice periods, if any);

(g) any event or condition occurs that results in any Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness;

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) the Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (h) of this Section, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(j) the Borrower or any Subsidiary shall become unable, admit in writing its inability or fail generally to pay its debts as they become due;

(k) one or more judgments for the payment of money in an aggregate amount in excess of $50,000,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) shall be rendered against the Borrower, any Subsidiary or any combination thereof and the same shall remain undischarged for a period of thirty (30) consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result in a Material Adverse Effect;

(m) a Change in Control shall occur;

(n) the occurrence of any “default”, as defined in any Loan Document (other than this Agreement) or the breach of any of the terms or provisions of any Loan Document (other than this Agreement), which default or breach continues beyond any period of grace therein provided; or

(o) any material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms (or the Borrower or any Subsidiary shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is not valid, binding and enforceable in accordance with its terms);

then, and in every such event (other than an event with respect to the Borrower described in clause (h) or (i) of this Section), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, (ii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other Obligations of the Borrower accrued hereunder and under the other Loan Documents, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower, (iii) require cash collateral for the LC Exposure as required in Section 2.06(j) hereof, and (iv) exercise on behalf of itself, the Lenders and the Issuing Bank all rights and remedies available to it, the Lenders and the Issuing Banks under the Loan Documents and applicable law; and in case of any event with respect to the Borrower described in clause (h) or (i) of this Section, the Commitments shall automatically terminate and the principal of the Loans then outstanding and cash collateral for the LC Exposure, together with accrued interest thereon and all fees and other Obligations accrued hereunder and under the other Loan Documents, shall automatically become due and payable, and the obligation of the Borrower to cash collateralize the LC Exposure as provided in clause (iii) above shall automatically become effective, in each case, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or at law or equity.

SECTION 7.02. Application of Payments. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, and notice thereof to the Administrative Agent by the Borrower or the Required Lenders, all payments received on account of the Obligations shall, subject to Section 2.22, be applied by the Administrative Agent as follows:

(i) first , to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts payable to the Administrative Agent (including fees and disbursements and other charges of counsel to the Administrative Agent payable under Section 9.03 and amounts pursuant to Section 2.12(c) payable to the Administrative Agent in its capacity as such);

(ii) second , to payment of that portion of the Obligations constituting fees, expenses, indemnities and other amounts (other than principal, reimbursement obligations in respect of LC Disbursements, interest and Letter of Credit fees) payable to the Lenders and the Issuing Bank (including fees and disbursements and other charges of counsel to the Lenders and the Issuing Bank payable under Section 9.03) arising under the Loan Documents, ratably among them in proportion to the respective amounts described in this clause (ii) payable to them;

(iii) third , to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit fees and charges and interest on the Loans and unreimbursed LC Disbursements, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iii) payable to them;

(iv) fourth , (A) to payment of that portion of the Obligations constituting unpaid principal of the Loans and unreimbursed LC Disbursements any other Obligations owing to the Lender or any of their Affiliates under any Swap Agreement and (B) to cash collateralize that portion of LC Exposure comprising the undrawn amount of Letters of Credit to the extent not otherwise cash collateralized by the Borrower pursuant to Section 2.06 or 2.22, ratably among the Lenders and the Issuing Bank in proportion to the respective amounts described in this clause (iv) payable to them; provided that (x) any such amounts applied pursuant to subclause (B) above shall be paid to the Administrative Agent for the ratable account of the applicable Issuing Bank to cash collateralize Obligations in respect of Letters of Credit, (y) subject to Section 2.06 or 2.21, amounts used to cash collateralize the aggregate amount of Letters of Credit pursuant to this clause (iv) shall be used to satisfy drawings under such Letters of Credit as they occur and (z) upon the expiration of any Letter of Credit (without any pending drawings), the pro rata share of cash collateral shall be distributed to the other Obligations, if any, in the order set forth in this Section 7.02;

(v) fifth , to the payment in full of all other Obligations, in each case ratably among the Administrative Agent, the Lenders, the Issuing Bank and their respective Affiliates based upon the respective aggregate amounts of all such Obligations owing to them in accordance with the respective amounts thereof then due and payable; and

(vi) finally , the balance, if any, after all Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by law.

If any amount remains on deposit as cash collateral after all Letters of Credit have either been fully drawn or expired (without any pending drawings), such remaining amount shall be applied to the other Obligations, if any, in the order set forth above.

ARTICLE VIII

The Administrative Agent

SECTION 8.01. Authorization and Action. (a) Each Lender and the Issuing Banks hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns to serve as the administrative agent under the Loan Documents and each Lender and the Issuing Banks authorize the Administrative Agent to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting the foregoing, each Lender and the Issuing Banks hereby authorize the Administrative Agent to execute and deliver, and to perform its obligations under, each of the Loan Documents to which the Administrative Agent is a party, to exercise all rights, powers and remedies that the Administrative Agent may have under such Loan Documents.

(b) As to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked in writing, such instructions shall be binding upon each Lender and the Issuing Banks; provided , however, that the Administrative Agent shall not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification satisfactory to it from the Lenders and the Issuing Banks with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided , further , that the Administrative Agent may seek clarification or direction from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(c) In performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf of the Lenders and the Issuing Banks (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties are entirely mechanical and administrative in nature. Without limiting the generality of the foregoing:

(i)

the Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the agent, fiduciary or trustee of or for any Lender, Issuing Bank or holder of any other obligation other than as expressly set forth herein and in the other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and the transactions contemplated hereby;

(ii)

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

(d) The Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e) None of any Syndication Agent, any Co-Documentation Agent or any Joint Lead Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities provided for hereunder.

(f) In case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan or any other 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 (but not obligated) by intervention in such proceeding or otherwise:

(i)

to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, LC Disbursements and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the Issuing Banks and the Administrative Agent (including any claim under Sections 2.12, 2.13, 2.15, 2.17 and 9.03) allowed in such judicial proceeding; and

(ii)

to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each Issuing Bank to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due to it, in its capacity as the Administrative Agent, under the Loan Documents (including under Section 9.03). Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

(g) The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing Bank, and, except solely to the extent of the Borrower’s rights to consent pursuant to and subject to the conditions set forth in this Article, none of the Borrower or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under any such provisions. Each Lender or Affiliate of a Lender party to a Swap Agreement, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article.

SECTION 8.02. Administrative Agent’s Reliance, Indemnification, Etc. (a) Neither the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by it under or in connection with this Agreement or the other Loan Documents (x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise determined by a court of competent jurisdiction by a final and nonappealable judgment) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party to perform its obligations hereunder or thereunder.

(b) The Administrative Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof (stating that it is a “notice of default”) is given to the Administrative Agent by the Borrower, a Lender or the Issuing Bank, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default, (iv) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the Administrative Agent. Notwithstanding anything herein to the contrary, the Administrative Agent shall not be liable for, or be responsible for any loss, cost or expense suffered by the Borrower, any Subsidiary, any Lender or any Issuing Bank as a result of, any determination of the Revolving Credit Exposure, any of the component amounts thereof or any portion thereof attributable to each Lender or Issuing Bank, or any Exchange Rate or Dollar Amount.

(c) Without limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04(b), (iii) may consult with legal counsel (including counsel to the Borrower), independent public accountants and other experts selected by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts, (iv) makes no warranty or representation to any Lender or Issuing Bank and shall not be responsible to any Lender or Issuing Bank for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the Issuing Bank, may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Administrative Agent shall have received notice to the contrary from such Lender or Issuing Bank sufficiently in advance of the making of such Loan or the issuance of such Letter of Credit and (vi) shall be entitled to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice, consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the Loan Documents for being the maker thereof).

SECTION 8.03. Posting of Communications. (a) The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make any Communications available to the Lenders and the Issuing Banks by posting the Communications on IntraLinks™, DebtDomain, SyndTrak, ClearPar or any other electronic platform chosen by the Administrative Agent to be its electronic transmission system (the “Approved Electronic Platform”).

(b) Although the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies implemented or modified by the Administrative Agent from time to time (including, as of the Effective Date, a user ID/password authorization system) and the Approved Electronic Platform is secured through a per-deal authorization method whereby each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the Lenders, the Issuing Bank and the Borrower acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure, that the Administrative Agent is not responsible for approving or vetting the representatives or contacts of any Lender that are added to the Approved Electronic Platform, and that there are confidentiality and other risks associated with such distribution. Each of the Lenders, the Issuing Bank and the Borrower hereby approves distribution of the Communications through the Approved Electronic Platform and understands and assumes the risks of such distribution.

(c) THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. THE APPLICABLE PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE APPROVED ELECTRONIC PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE APPROVED ELECTRONIC PLATFORM AND THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE APPLICABLE PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, ANY JOINT LEAD ARRANGER, ANY CO-DOCUMENTATION AGENT, ANY SYNDICATION AGENT OR ANY OF THEIR RESPECTIVE RELATED PARTIES (COLLECTIVELY, “ APPLICABLE PARTIES ”) HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER, THE ISSUING BANK OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET OR THE APPROVED ELECTRONIC PLATFORM.

(d) “ Communications ” means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by the Administrative Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through an Approved Electronic Platform.

(e) Each Lender and Issuing Bank agrees that notice to it (as provided in the next sentence) specifying that Communications have been posted to the Approved Electronic Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender and Issuing Bank agrees (i) to notify the Administrative Agent in writing (which could be in the form of electronic communication) from time to time of such Lender’s or Issuing Bank’s (as applicable) email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

(f) Each of the Lenders, the Issuing Bank and the Borrower agrees that the Administrative Agent may, but (except as may be required by applicable law) shall not be obligated to, store the Communications on the Approved Electronic Platform in accordance with the Administrative Agent’s generally applicable document retention procedures and policies.

(g) Nothing herein shall prejudice the right of the Administrative Agent, any Lender or any Issuing Bank to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

SECTION 8.04. The Administrative Agent Individually. With respect to its Commitment, Loans, Letter of Credit Commitments and Letters of Credit, the Person serving as the Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender or Issuing Bank, as the case may be. The terms “Issuing Bank”, “Lenders”, “Required Lenders” and any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity as a Lender, Issuing Bank or as one of the Required Lenders, as applicable. The Person serving as the Administrative Agent and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust or other business with, the Borrower, any Subsidiary or any Affiliate of any of the foregoing as if such Person was not acting as the Administrative Agent and without any duty to account therefor to the Lenders or the Issuing Banks.

SECTION 8.05. Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders, the Issuing Bank and the Borrower, whether or not a successor Administrative Agent has been appointed. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders and the Issuing Banks, appoint a successor Administrative Agent, which shall be a bank with an office in New York, New York or an Affiliate of any such bank. In either case, such appointment shall be subject to the prior written approval of the Borrower (which approval may not be unreasonably withheld and shall not be required while an Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights as Administrative Agent under the Loan Documents.

(b) Notwithstanding paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative Agent may give notice of the effectiveness of its resignation to the Lenders, the Issuing Bank and the Borrower, whereupon, on the date of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents; and (ii) the Required Lenders shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the Administrative Agent shall directly be given or made to each Lender and Issuing Bank. Following the effectiveness of the Administrative Agent’s resignation from its capacity as such, the provisions of this Article and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative Agent.

SECTION 8.06. Acknowledgments of Lenders and Issuing Bank. (a) Each Lender represents that it is engaged in making, acquiring or holding commercial loans in the ordinary course of its business and that it has, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement as a Lender, and to make, acquire or hold Loans hereunder. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, any Joint Lead Arranger or any other Lender, or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public information within the meaning of the United States securities laws concerning the Borrower and its Affiliates) as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

(b) Each Lender, by delivering its signature page to this Agreement on the Effective Date, or delivering its signature page to an Assignment and Assumption or any other Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative Agent or the Lenders on the Effective Date.

SECTION 8.07. Certain ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments or this Agreement,

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

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

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has not provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and each Joint Lead Arranger 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 none of the Administrative Agent, or any Joint Lead Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (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 hereto or thereto).

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

(i) if to the Borrower, to it at Arcosa, Inc., 500 North Akard Street, Suite 400, Dallas, Texas 75201, Attention: Gail M. Peck;

(ii) if to the Administrative Agent or the Swingline Lender or, in its capacity as an Issuing Bank, to it at JPMorgan Chase Bank, N.A., 2200 Ross Avenue, 3rd Floor, Dallas, Texas, 75201, Attention: Gregory Martin (Email: gregory.t.martin@jpmorgan.com ; Telecopy No.: 214-965-2044; Telephone No: 214-965-2171), with a copy to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 10 South Dearborn Street, Floor L2, Chicago, IL 60603, Attn: Leonida Mischke (Email: leonida.g.mischke@jpmorgan.com ; Telecopy No.: 888-292-9533 ; Telephone No.: 312-385-7055 ) ; and

(iii) if to any other Lender or Issuing Bank (other than JPMorgan Chase Bank, N.A.), to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through Electronic Systems, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Notices and other communications to the Lenders and the Issuing Banks hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Article II unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient.

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

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder 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 Issuing Banks 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 the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing Bank may have had notice or knowledge of such Default at the time.

(b) Except as provided in Section 2.20 with respect to an increase in the Commitments, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required Lenders or by the Borrower and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or LC Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby, (iv) change Section 2.09(c) or 2.18(b) or (d) in a manner that would alter the pro rata sharing of payments or pro rata reduction of Commitments required thereby, without the written consent of each Lender affected thereby, (v) change the payment waterfall provisions of Section 2.22(b) or 7.02 without the written consent of each Lender affected thereby, (vi) change any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender, (vii) change any of the provisions of the definition of “Agreed Currencies” without the written consent of each Lender or (viii) (x) release the Borrower from its obligations under Section 5.11 or (y) release all or substantially all of the Subsidiary Guarantors from their obligations under the Subsidiary Guaranty, in each case, without the written consent of each Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, the Issuing Banks or the Swingline Lender hereunder without the prior written consent of the Administrative Agent, the Issuing Banks or the Swingline Lender, as the case may be (it being understood that any change to Section 2.23 shall require the consent of the Administrative Agent, the Issuing Banks and the Swingline Lender); provided further that no such agreement shall amend or modify the provisions of Section 2.06 or any letter of credit application and any bilateral agreement between the Borrower and any Issuing Bank regarding such Issuing Bank’s Letter of Credit Commitment or the respective rights and obligations between the Borrower and such Issuing Bank in connection with the issuance of Letters of Credit without the prior written consent of the Administrative Agent and such Issuing Bank, respectively. Notwithstanding the foregoing, no consent with respect to any amendment, waiver or other modification of this Agreement shall be required of any Defaulting Lender, except with respect to any amendment, waiver or other modification referred to in clause (i), (ii) or (iii) of the first proviso of this paragraph and then only in the event such Defaulting Lender shall be directly affected by such amendment, waiver or other modification.

(c) Notwithstanding the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower (x) to add one or more credit facilities to this Agreement and to permit 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 Revolving Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of the Required Lenders and Lenders.

(d) If the Administrative Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to this Agreement.

(e) If, in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is not obtained (any such Lender whose consent is necessary but has not been obtained being referred to herein as a “ Non-Consenting Lender ”), then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently with such replacement, (i) another bank or other entity (other than any Ineligible Institution) which is reasonably satisfactory to the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Bank shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, and (ii) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender. Each party hereto agrees that (a) an assignment required pursuant to this paragraph may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and such parties are participants), and (b) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided that any such documents shall be without recourse to or warranty by the parties thereto.

(f) Notwithstanding anything to the contrary contained herein, the parties hereto hereby agree that all Swap Agreements in effect from time to time between any Lender (or any of its Affiliates) and the Borrower or any of the Subsidiaries are independent agreements governed by the written provisions of such Swap Agreements, which will remain in force and effect, notwithstanding any repayment, prepayment, acceleration, reduction, increase, or change in the terms of this Agreement or any other Loan Document except as otherwise expressly provided in any such Swap Agreement, and any payoff statement from the Administrative Agent relating to the Obligations hereunder shall not apply to any such Swap Agreement unless otherwise expressly consented or agreed to by the applicable Lender (or its Affiliate) and the Borrower

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates, including the reasonable fees, charges and disbursements of outside counsel for the Administrative Agent, in connection with the syndication and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by the Issuing Banks in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses incurred by the Administrative Agent, any Issuing Bank or any Lender, including the fees, charges and disbursements of any outside counsel for the Administrative Agent, any Issuing Bank or any Lender, in connection with the enforcement or protection of its rights in connection with this Agreement and any other Loan Document, including its rights under this Section, or in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit.

(b) The Borrower shall indemnify the Administrative Agent, each Issuing Bank and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any outside counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any Property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not such claim, litigation, investigation or proceeding is brought by the Borrower or any other Loan Party or its or their respective equity holders, Affiliates, creditors or any other third Person and whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have (x) resulted from the material breach by such Indemnitee of its obligations under the Loan Documents or the gross negligence or willful misconduct of such Indemnitee or (y) arisen out of disputes solely between and among Indemnitees (other than (1) as a result of any act or omission by the Borrower or any of its Affiliates and (2) any dispute involving an Indemnitee acting in its capacity or fulfilling its role as Administrative Agent, Lead Arranger, Co-Documentation Agent or Syndication Agent). This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

(c) Each Lender severally agrees to pay any amount required to be paid by the Borrower under paragraph (a) or (b) of this Section 9.03 to the Administrative Agent, the Issuing Bank and the Swingline Lender, and each Related Party of any of the foregoing Persons (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 Applicable Percentage in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all losses, claims, damages, liabilities and related expenses, including the fees, charges and disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent Indemnitee in its capacity as such; provided further 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 or willful misconduct. The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

(d) To the extent permitted by applicable law, (i) the Borrower shall not assert, and hereby waives, any claim against any Indemnitee 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), and (ii) no party hereto shall assert, and each such party hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof; provided that, nothing in this clause (d)(ii) shall relieve the Borrower of any obligation it may have to indemnify an Indemnitee against special, indirect, consequential or punitive damages asserted against such Indemnitee by a third party.

(e) All amounts due under this Section shall be payable not later than fifteen (15) days after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of the Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more Persons (other than an Ineligible Institution) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of:

(A) the Borrower (provided that 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 five (5) Business Days after having received notice thereof); provided , further , that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and is continuing, any other assignee;

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

(D) the Swingline Lender.

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

(A) except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans of any Class, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $5,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(B) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one Class of Commitments or Loans;

(C) the parties to each assignment shall execute and deliver to the Administrative Agent (x) an Assignment and Assumption or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, together with a processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and

(D) the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about 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.

For the purposes of this Section 9.04(b), the terms “Approved Fund” and “Ineligible Institution” have the following meanings:

“ Approved Fund ” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“ Ineligible Institution ” means (a) a natural person, (b) a Defaulting Lender or its Lender Parent, (c) the Borrower, any of its Subsidiaries or any of its Affiliates, or (d) a company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person or relative(s) thereof.

(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section.

(iv) The Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitment of, and principal amount (and stated interest) of the Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof from time to time (the “ Register ”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent, the Issuing Banks and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, any Issuing Bank and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of (x) a duly completed Assignment and Assumption executed by an assigning Lender and an assignee or (y) to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to an Approved Electronic Platform as to which the Administrative Agent and the parties to the Assignment and Assumption are participants, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required to be made by it pursuant to Section 2.05(c), 2.06(d) or (e), 2.07(b), 2.18(e) or 9.03(c), the Administrative Agent shall have no obligation to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.

(c) Any Lender may, without the consent of the Borrower, the Administrative Agent, the Issuing Banks or the Swingline Lender, sell participations to one or more banks or other entities (a “ Participant ”), other than an Ineligible Institution, in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); 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 Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 9.02(b) that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the requirements and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation required under Section 2.17(f) 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 2.18 and 2.19 as if it were an assignee under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Sections 2.15 or 2.17, 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 2.19(b) with respect to any Participant. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.18(d) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “ Participant Register ”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any Commitments, Loans, Letters of Credit or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such Commitment, Loan, Letter of Credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans and issuance of any Letters of Credit, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent, any Issuing Bank or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or any other Loan Document is outstanding and unpaid or any Letter of Credit is outstanding and so long as the Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17 and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Letters of Credit and the Commitments or the termination of this Agreement or any other Loan Document or any provision hereof or thereof.

SECTION 9.06. Counterparts; Integration; Effectiveness; Electronic Execution. This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to any document to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, 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 .

SECTION 9.07. Severability. Any provision of any Loan Document 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 thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the Issuing Bank, and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final and in whatever currency denominated) at any time held, and other obligations at any time owing, by such Lender, such Issuing Bank or any such Affiliate, to or for the credit or the account of the Borrower or any Subsidiary Guarantor against any and all of the Obligations now or hereafter existing under this Agreement or any other Loan Document to such Lender or such Issuing Bank or their respective Affiliates, irrespective of whether or not such Lender, Issuing Bank or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations may be contingent or unmatured or are owed to a branch office or Affiliate of such Lender or such Issuing Bank different from the branch office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.22 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Issuing Banks, and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each Issuing Bank and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, such Issuing Bank or their respective Affiliates may have. Each Lender and Issuing Bank agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application; provided that the failure to give such notice shall not affect the validity of such setoff and application.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be construed in accordance with and governed by the law of the State of New York.

(b) Each of the Lenders and the Administrative Agent hereby irrevocably and unconditionally agrees that, notwithstanding the governing law provisions of any applicable Loan Document, any claims brought against the Administrative Agent by any Lender relating to this Agreement, any other Loan Document or the consummation or administration of the transactions contemplated hereby or thereby shall be construed in accordance with and governed by the law of the State of New York.

(c) The Borrower hereby irrevocably and unconditionally submits, for itself and its Property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(d) The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (c) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(e) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Administrative Agent, the Issuing Banks and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its, and its Affiliates’, directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential), (b) to the extent requested by any Governmental Authority (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its obligations, (g) on a confidential basis to (1) any rating agency in connection with rating the Borrower or its Subsidiaries or the credit facilities provided for herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the credit facilities provided for herein, (h) with the consent of the Borrower or (i) to the extent such Information (1) becomes publicly available other than as a result of a breach of this Section or (2) becomes available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis from a source other than the Borrower. For the purposes of this Section, “Information” means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Administrative Agent, any Issuing Bank or any Lender on a nonconfidential basis prior to disclosure by the Borrower and other than information pertaining to this Agreement routinely provided by arrangers to data service providers, including league table providers, that serve the lending industry; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section 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 LENDER ACKNOWLEDGES THAT INFORMATION AS DEFINED IN THE IMMEDIATELY PRECEDING PARAGRAPH FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC INFORMATION CONCERNING THE BORROWER AND ITS 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 WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT THE BORROWER, THE OTHER LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE BORROWER AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW.

SECTION 9.13. USA PATRIOT Act. Each Lender that is subject to the requirements of the Patriot Act hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Patriot Act.

SECTION 9.14. Releases of Subsidiary Guarantors.

(a) A Subsidiary Guarantor shall automatically be released from its obligations under the Subsidiary Guaranty upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary; provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) 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 pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.

(b) Further, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if such Subsidiary Guarantor is no longer a Material Domestic Subsidiary.

(c) At such time as the principal and interest on the Loans, all LC Disbursements, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than obligations under any Swap Agreement and other Obligations expressly stated to survive such payment and termination) shall have been paid in full in cash, the Commitments shall have been terminated and no Letters of Credit shall be outstanding (unless cash collateralized), the Subsidiary Guaranty and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.

SECTION 9.15. Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

SECTION 9.16. No Fiduciary Duty, etc.. The Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that no Credit Party will have any obligations except those obligations expressly set forth herein and in the other Loan Documents and each Credit Party is acting solely in the capacity of an arm’s length contractual counterparty to the Borrower with respect to the Loan Documents and the transactions contemplated therein and not as a financial advisor or a fiduciary to, or an agent of, the Borrower or any other person. The Borrower agrees that it will not assert any claim against any Credit Party based on an alleged breach of fiduciary duty by such Credit Party in connection with this Agreement and the transactions contemplated hereby. Additionally, the Borrower acknowledges and agrees that no Credit Party is advising the Borrower as to any legal, tax, investment, accounting, regulatory or any other matters in any jurisdiction. The Borrower shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Credit Parties shall have no responsibility or liability to the Borrower with respect thereto.

The Borrower further acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party, together with its Affiliates, is a full service securities or banking firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, any Credit Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, the Borrower and other companies with which it may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Credit Party or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion.

In addition, the Borrower acknowledges and agrees, and acknowledges its Subsidiaries’ understanding, that each Credit Party and its affiliates may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which the Borrower or its Subsidiaries may have conflicting interests regarding the transactions described herein and otherwise. No Credit Party will use confidential information obtained from the Borrower by virtue of the transactions contemplated by the Loan Documents or its other relationships with the Borrower in connection with the performance by such Credit Party of services for other companies, and no Credit Party will furnish any such information to other companies. The Borrower also acknowledges that no Credit Party has any obligation to use in connection with the transactions contemplated by the Loan Documents, or to furnish to the Borrower, confidential information obtained from other companies.

SECTION 9.17. Acknowledgment and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document 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 party hereto that is an EEA Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(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 entity, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of any EEA Resolution Authority.

[Signature Pages Follow]

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

	ARCOSA, INC.,
	as the Borrower

	By	/s/ Gail M. Peck

	Name:	Gail M. Peck
	Title:	Senior Vice President, Finance and Treasurer