Exhibit 10.1

Execution Version

Published CUSIP Number: 03063RAG3

CREDIT AGREEMENT

among

AMERICOLD REALTY OPERATING PARTNERSHIP, L.P.,

AMERICOLD REALTY TRUST,

The Several Lenders and Letter of Credit Issuers from Time to Time Parties Hereto,

BANK OF AMERICA, N.A.,

as Administrative Agent,

JPMORGAN CHASE BANK, N.A.,

ROYAL BANK OF CANADA

and

COÖOPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Syndication Agents

and

COMPASS BANK,

CITIZENS BANK, NATIONAL ASSOCIATION,

REGIONS BANK

and

SUNTRUST BANK,

as Documentation Agents

Dated as of January 23, 2018

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

JPMORGAN CHASE BANK, N.A.,

RBC CAPITAL MARKETS

and

COÖOPERATIEVE RABOBANK U.A., NEW YORK BRANCH,

as Joint Lead Arrangers

and

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED,

as Sole Bookrunner

TABLE OF CONTENTS

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

The parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. Defined Terms . As used in this Agreement, the terms listed in this Section  1.1 shall have the respective meanings set forth in this Section  1.1 .

“ Acceptable Appraisal ”: a written appraisal (a) prepared by a qualified professional independent MAI appraiser selected by the Administrative Agent and who is not an employee of any Group Member or any of their Affiliates, the Administrative Agent or any Lender, (b) reasonably acceptable to the Administrative Agent as to form, assumptions, substance and appraisal date and (c) prepared in compliance with FIRREA and all other applicable federal and state laws and regulations applicable to the Lenders, appraisals and/or valuations of Real Property.

“ Acceptable Portfolio Appraisal ”: an appraisal that meets the requirements of an Acceptable Appraisal that appraises all Eligible Owned Assets and Eligible Ground Leased Assets on a portfolio basis and that includes a premium for the value of such assets on a portfolio basis as compared to the sum of the individual values of such assets.

“ Addition Conditions ”: as defined in Section  8.17 .

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

“ Administrative Agent ”: Bank of America, as the administrative agent for the Lenders and the Letter of Credit Issuers under this Agreement and the other Loan Documents, together with any of its successors.

“ Administrative Agent’s Office ”: the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 12.2 , or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders.

“ Administrative Questionnaire ” means an Administrative Questionnaire in substantially the form of Exhibit D-2 or any other form approved by the Administrative Agent.

“ Advance Percentage ”: with respect to: (a) Eligible Owned Assets, 65%; (b) Eligible Ground Leased Assets, 65%; (c) Eligible Capital Leased Assets, 35%; (d) Eligible Operating Leased Assets, 35%; and (e) the Eligible Managed Segment, 35%.

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

“ Agent Indemnitee ”: as defined in Section  11.7 .

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

“ Aggregate Borrowing Base Amount ”: as of any date of determination, the sum of the Borrowing Base Amount for each Qualified Asset; provided that (i) the aggregate amount contributed to the Aggregate Borrowing Base Amount by Eligible Capital Leased Assets, Eligible Operating Leased Assets and the Eligible Managed Segment, collectively, shall not exceed 10% of the Aggregate Borrowing Base Amount at any time, (ii) the aggregate amount contributed to the Aggregate Borrowing Base Amount by Eligible Capital Leased Assets, Eligible Ground Leased Assets, Eligible Operating Leased Assets and the Eligible Managed Segment, collectively, shall not exceed 25% of the Aggregate Borrowing Base Amount at any time (and accordingly, Eligible Owned Assets must at all times equal or exceed 75% of the Aggregate Borrowing Base Amount), (iii) the aggregate amount contributed to the Aggregate Borrowing Base Amount by Eligible Ground Leased Assets shall not exceed 20% of the Aggregate Borrowing Base Amount at any time and (iv) any single Qualified Asset shall not constitute greater than 10% of the Aggregate Borrowing Base Amount at any time; provided that, to the extent such limitation is exceeded, only such portion of the value of such Qualified Asset or Qualified Assets shall be excluded from the calculation of the Aggregate Borrowing Base Amount to the extent necessary to comply with the foregoing limitations.

“ Agreement ”: as defined in the preamble hereto.

“ Anti-Corruption Laws ”: the United States Foreign Corrupt Practices Act of 1977 and all laws, rules and regulations of any other jurisdiction applicable to the Company, the Borrower or their respective Subsidiaries concerning or relating to bribery or corruption.

“ Anti-Terrorism Laws ”: any Requirement of Law related to terrorism financing, economic sanctions or money laundering, including: 18 U.S.C. §§ 1956 and 1957; The Currency and Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act”, 31 U.S.C. §§ 5311-5332 and 12 U.S.C. §§ 1818(s), 1820b and 1951-1959), as amended by the Patriot Act, and their implementing regulations; the Trading With the Enemy Act (50 U.S.C. § 1 et seq., as amended), the International Emergency Economic Powers Act (50 U.S.C. § 1701 et seq., as amended) and Executive Order 13224 (effective September 24, 2001), and their implementing regulations.

“ Applicable Margin ”: for any day, with respect to any Eurodollar Loan, Base Rate Loan and Letter of Credit Fee, as the case may be, the applicable rate per annum set forth below, based upon the range into which the Total Leverage Ratio then falls in accordance with the following table:

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The Total Leverage Ratio shall be determined as of the end of each fiscal quarter based on the Compliance Certificate delivered pursuant to Section  8.2(a) in respect of such fiscal quarter, and each change in rates resulting from a change in the Total Leverage Ratio shall be effective as of the first Business Day immediately following the date on which the Administrative Agent receives a Compliance Certificate indicating such change. Notwithstanding the foregoing, if the Compliance Certificate is not delivered when due in accordance with Section  8.2(a) , then the highest pricing shall apply as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and shall continue to apply until the first Business Day immediately following the date such Compliance Certificate is delivered whereupon the Applicable Margin shall be adjusted based upon the calculation of the Total Leverage Ratio contained in such Compliance Certificate. The Applicable Margin in effect from the Closing Date through the first Business Day immediately following the date a Compliance Certificate is required to be delivered pursuant to Section  8.2(a) for the first full fiscal quarter ending after the Closing Date shall be determined based on the Total Leverage Ratio as set forth in the Pro Forma Closing Date Compliance Certificate. Notwithstanding anything to the contrary contained in this definition, the determination of the Applicable Margin for any period shall be subject to the provisions of Section  5.5(b) .

“ Applicable Percentage ” (a) in respect of the Total Revolving Credit Commitment, with respect to any Revolving Credit Lender at any time, such Lender’s Revolving Credit Commitment Percentage and (b) in respect of the Term Loan Facility, with respect to any Term Loan Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is such Lender’s Term Loans at such time and the denominator of which is the amount of the Term Loan Facility at such time, subject to adjustment as provided in Section  2.17 . The initial Applicable Percentages of each Lender are set forth opposite the name of such Lender on Schedule 1.1A or in the Assignment and Assumption or Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable.

“ Applicable Qualified Asset ”: each type of Qualified Asset other than Eligible Owned Assets and Eligible Ground Leases Assets.

“ Applicable Qualified EBITDA ”: with respect to any Applicable Qualified Asset, as of any date of determination, an amount equal to the portion of EBITDA attributable to such Applicable Qualified Asset for the most recently ended four fiscal quarter period of the Borrower for which financial statements have been received pursuant to Section  8.1(a) or Section  8.1(b) , as applicable.

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“ Appraised Value ”: with respect to each Eligible Owned Asset and Eligible Ground Leased Asset, at any time, the “as is” market value of going concern for such Qualified Asset set forth in the most recent Acceptable Appraisal of such Qualified Asset delivered to the Administrative Agent; provided that, (a) with respect to each Qualified Asset for which the Administrative Agent has consented, in its sole discretion, to accept an Acceptable Appraisal as described in clause (ii) of Section  7.1(p) , during the 45 day period commencing on the Closing Date, the Appraised Value of such Qualified Asset shall be the “as is” market value of going concern for such Qualified Asset set forth in such Acceptable Appraisal and thereafter the Appraised Value of such Qualified Asset shall be zero unless and until a new Acceptable Appraisal for such Qualified Asset has been received by the Administrative Agent, and (b) if such Qualified Asset was included in the most recent Acceptable Portfolio Appraisal, the Appraised Value of such Qualified Asset shall be the product of (x) the “as is” market value of going concern for such Qualified Asset set forth in the most recent Acceptable Portfolio Appraisal and (y) the Portfolio Premium.

“ Approved Electronic Communications ”: any notice, demand, communication, information, document or other material provided by or on behalf of any Loan Party to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to Lenders by means of electronic communications pursuant to Section  12.2(b) .

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

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

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

“ Available Commitment ”: an amount equal to the excess, if any, of (i) the amount of the Total Revolving Credit Commitment over (ii) the sum of the aggregate principal amount of (a) all Revolving Credit Loans then outstanding and (b) the aggregate L/C Obligations at such time, subject to adjustment as provided in Section  2.16 . For the avoidance of doubt, the aggregate principal amount of Swing Line Loans shall not be counted towards or considered usage of the Total Revolving Credit Commitment for purposes of determining the Available Commitment and the Unused Fee.

“ Availability ”: at any time, an amount equal to (a) the Borrowing Base as of such time minus (b) the Total Extensions of Credit.

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

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

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“ Bail-In Legislation ”: with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule.

“ Bank of America ”: Bank of America, N.A. and its successors.

“ Bankruptcy Code ”: the provisions of Title 11 of the United States Code, 11 USC §§ 101 et seq., as amended, or any similar federal or state law for the relief of debtors.

“ Base Rate ”: for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change.

“ Base Rate Loan ”: a Loan that bears interest based on the Base Rate.

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

“ Benefitted Lender ”: as defined in Section  12.7(a) .

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

“ Bookrunner ”: MLPFS in its capacity as sole bookrunner for the credit facilities under this Agreement.

“ Borrower ”: as defined in the preamble hereto.

“ Borrower Materials ” as defined in Section  8.2 .

“ Borrowing ”: Loans of the same Class and Type made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Base ”: as of any date of determination, the Aggregate Borrowing Base Amount in effect as of such date.

“ Borrowing Base Amount ”: as of any date of determination, with respect to any Qualified Asset, (i) the Eligible Value of such Qualified Asset multiplied by (ii) the Advance Percentage applicable to such Qualified Asset.

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“ Borrowing Base Certificate ”: a certificate substantially in the form of Exhibit B .

“ Borrowing Base Coverage Ratio ”: as of the last day of any Reference Period, the ratio of (a) the Borrowing Base in effect as of such date to (b) the sum of Total Extensions of Credit as of such date.

“ Borrowing Base Debt Service Coverage Ratio ”: as of the last day of any Reference Period, the ratio of (a) the EBITDA of all Qualified Assets as of such date to (b) the Interest Expense as of such date attributable to Indebtedness under the Loan Documents.

“ Business ”: as defined in Section  6.15(b) .

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

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

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

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

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

“ Capitalization Rate ”: 8.25%.

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

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

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

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

“ Cash Management Bank ”: with respect to any Cash Management Agreement with the Borrower or any of its Subsidiaries, any provider of Cash Management Services thereunder that (a) is the Administrative Agent, the Bookrunner, a Lead Arranger or an Affiliate of the foregoing, (b) at the time it entered into such Cash Management Agreement, was the Administrative Agent, the Bookrunner, a Lead Arranger, a Lender or an Affiliate of the foregoing, (c) with respect to any such Cash Management Agreement entered into on or prior to the Closing Date, is a Lender or an Affiliate of a Lender on the Closing Date and (d) with respect to any such Cash Management Agreement entered into after the Closing Date, is a Lender or an Affiliate of a Lender at the time such Cash Management Agreement is entered into, in each case, in its capacity as a party to such Cash Management Agreement.

“ Cash Management Services ”: the treasury management services (including controlled disbursements, zero balance arrangements, cash sweeps, automated clearinghouse transactions, return items, overdrafts, temporary advances, interest and fees and interstate depository network services), commercial credit cards, merchant card services, purchase or debit cards, including non-card e-payable services, or electronic funds transfer services and any other demand deposit or operating account relationship service provided to the Borrower or any of its Subsidiaries.

“ Change in Law ”: the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated

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

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

“ Charges ”: as defined in Section  12.14 .

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

“ Closing Date ”: the date on which the conditions precedent set forth in Section  7.1 shall have been satisfied or waived in accordance with Section  12.1 , which date is January 23, 2018.

“ CMBS Financing ”: any loans or notes incurred by or issued to certain Excluded Subsidiaries of the Borrower as borrowers under commercial mortgage-backed securities financing transactions from time to time.

“ Code ”: the Internal Revenue Code of 1986.

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

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

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

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“ Committed Loan Notice ”: a notice of a (a) Borrowing of Term Loans or Revolving Credit Loans, (b) conversion of Term Loans or Revolving Credit Loans from one Type to the other, or (c) continuation of Eurocurrency Loans, pursuant to Section  2.2(a) , which shall be substantially in the form of Exhibit G-1 or such other form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.

“ Commodity Exchange Act ”: the Commodity Exchange Act (7 U.S.C. § 1 et seq.).

“ Company ”: as defined in the preamble hereto.

“ Compliance Certificate ”: a certificate substantially in the form of Exhibit I .

“ Connection Income Taxes ”: Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“ Consolidated Secured Recourse Indebtedness ”: at any time, Secured Recourse Indebtedness of the Company and its Subsidiaries on a consolidated basis.

“ Consolidated Tangible Net Worth ”: as of any date of determination, the following determined in accordance with GAAP: (a) Shareholders’ Equity on such date determined on a consolidated basis, less (b) the Intangible Assets of the Company and its Subsidiaries on such date determined on a consolidated basis, plus (c) all accumulated depreciation and amortization of the Company and its Subsidiaries on such date determined on a consolidated basis.

“ Contractual Obligation ”: as to any Person, any provision of any security issued by such Person or of any legally binding contract, agreement, indenture, note, bond, loan, instrument, lease, conditional sales contract, mortgage, license, franchise agreement, binding commitment or other arrangement, whether written or oral, to which such Person is a party or by which it or any of its property is bound other than the Obligations.

“ Customary Non-Recourse Carve-Outs ”: with respect to any Non-Recourse Indebtedness, exclusions from the exculpation provisions with respect to such Non-Recourse Indebtedness for fraud, misrepresentation, misapplication of funds, waste, environmental claims and liabilities, voluntary bankruptcy, collusive involuntary bankruptcy, prohibited transfers, violations of single purpose entity covenants and other circumstances customarily excluded by institutional lenders from exculpation provisions and/or included in separate indemnification agreements or guaranties in non-recourse or tax-exempt financings of commercial real estate.

“ Debtor Relief Laws ”: the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States of America or other applicable jurisdictions from time to time in effect.

“ Default ”: any of the events specified in Section  10.1 , whether or not any requirement for the giving of notice, the lapse of time, or both, in each case, as set forth in such section, has been satisfied.

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

“ Default Rate ”: as defined in Section  2.8(c) .

“ Designation Notice ”: a notice substantially in the form of Exhibit H from a Lender or an Affiliate of a Lender to the Administrative Agent asserting that such Lender or Affiliate is a Qualified Counterparty or a Cash Management Bank.

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

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“ Disposition ”: with respect to any business, assets or property of any kind of the Company or any of its Subsidiaries, any sale, lease, sub-lease, sale and leaseback, assignment, conveyance, transfer, exclusive license or other disposition or exchange thereof, with or without recourse. The terms “ Dispose ” and “ Disposed of ” shall have correlative meanings.

“ Disregarded Domestic Person ”: any direct or indirect Domestic Subsidiary that has no material assets other than (i) the equity or indebtedness of one or more Foreign Subsidiaries and/or other Disregarded Domestic Persons and (ii) an immaterial amount of Cash and Cash Equivalents.

“ Documentation Agents ”: Compass Bank, Citizens Bank, National Association, Regions Bank and SunTrust Bank, each in its capacity as a documentation agent under this Agreement.

“ Dollars ” and “ $ ”: dollars in lawful currency of the United States.

“ Domestic Subsidiary ”: any Subsidiary that is not a Foreign Subsidiary.

“ EBITDA ”: with respect to the Company and its consolidated Subsidiaries, for any Reference Period, earnings before interest, tax, depreciation, depletion and amortization calculated in accordance with GAAP, as may be adjusted in accordance with the definition of Pro Forma Basis and at all times excluding, without duplication, (i) impairment and other non-cash charges or gains including, for the avoidance of doubt, equity in earnings (but excluding any non-cash charge in respect of an item that was included in EBITDA in a prior period and any charges that result in a write-down or write-off of inventory and excluding amortization expense attributable to a prepaid cash item that was paid in a prior period), (ii) stock-based compensation expense, (iii) gains or losses from sales of previously depreciated assets, (iv) extraordinary gains or losses from foreign exchange, (v) extraordinary gains or losses from derivative instruments and (vi) other extraordinary or non-recurring gains, losses or charges; provided , however , that notwithstanding anything to the contrary in this Agreement, for the purposes of determining the contribution to EBITDA of, or portion of EBITDA attributable to, any Real Property or Qualified Asset, EBITDA shall equal revenues in respect of such Real Property or such Qualified Asset, less , without duplication, (A) operating expenses in respect of such Real Property or Qualified Asset (exclusive of corporate-level general and administrative expenses, impairment on intangibles and long-lived assets and depreciation, depletion and amortization expenses), (B) rent expenses in respect of such Real Property or Qualified Asset, and (C) the interest component of any capital lease expenses or similar fixed charges and debt service charges in respect of such Real Property or Qualified Asset, and shall at all times exclude extraordinary or non-recurring gains, losses or charges.

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

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

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

“ Eligibility Criteria ”: Capital Leased Asset Eligibility Criteria, Ground Leased Asset Eligibility Criteria, Managed Segment Eligibility Criteria, Operating Leased Asset Eligibility Criteria or Owned Asset Eligibility Criteria, as applicable.

“ Eligible Capital Leased Assets ”: any asset that satisfies the following criteria (collectively, the “ Capital Leased Asset Eligibility Criteria ”):

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

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

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

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

(e) No default or event of default has occurred or with the passage of time or the giving of notice would occur under the Capital Lease regarding such asset.

(f) The Administrative Agent shall have received and completed a satisfactory review of such due diligence as the Administrative Agent may reasonably require with respect to such asset (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including, without limitation, a copy of the Capital Lease with respect to such property.

(g) Such asset is used in a business permitted under Section  8.3 .

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

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“ Eligible Ground Leased Assets ”: any Real Property that satisfies the following criteria (collectively, the “ Ground Leased Asset Eligibility Criteria ”):

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

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

(c) Such Real Property is improved with one or more completed warehouse/distribution buildings that are used as dry and/or cold storage facilities and such improvements are owned by such Qualified Asset Guarantor.

(d) None of such leasehold interest or such improvements is directly or indirectly subject to any Lien or any Negative Pledge (other than (x) Liens and Negative Pledges created under the Loan Documents and (y) Permitted Encumbrances) and the Capital Stock of such Qualified Asset Guarantor is not directly or indirectly subject to any Lien or any Negative Pledge (other than Permitted Equity Encumbrances).

(e) No default or event of default has occurred or with the passage of time or the giving of notice would occur under the ground lease regarding such Real Property.

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

(g) The lessee under the ground lease has the right to sublease, mortgage and encumber (subject to customary terms and limitations) its interest in such Real Property without the consent of the lessor.

(h) The ground lease regarding such Real Property has a remaining term (inclusive of any unexercised extension options as to which there is no condition precedent to the exercise thereof other than compliance of lessee with the terms of the applicable ground lease and the giving of a notice of exercise by the lessee) of 25 years or more at any time.

(i) Such Real Property is free of any material defects and any material Environmental Liabilities and is in material compliance with all Environmental Laws.

(j) The Administrative Agent shall have received and completed a satisfactory review of such due diligence as the Administrative Agent may reasonably require with respect to such Real Property (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including, without limitation: (w) an Acceptable Appraisal with respect to such Real Property, (x) a copy of a title search run at most 90 days prior to eligibility (or such longer period as the Administrative Agent may agree in writing in its sole discretion) or other evidence of the status of title to such Real Property reasonably satisfactory to the Administrative Agent, (y) a copy of the ground lease with respect to such Real Property and (z) such other information and documents as may be reasonably requested by the Administrative Agent to the extent necessary to comply with FIRREA.

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(k) Such Real Property is used in a business permitted under Section  8.3 .

(l) The Borrower has delivered a certificate of a Responsible Officer certifying that such Real Property satisfies the foregoing requirements.

“ Eligible Managed Segment ”: any business that satisfies the following criteria (collectively, the “ Managed Segment Eligibility Criteria ”):

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

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

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

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

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

(f) Such business is used in a business permitted under Section  8.3 .

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

“ Eligible Operating Leased Assets ”: any asset that satisfies the following criteria (collectively, the “ Operating Leased Asset Eligibility Criteria ”):

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

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

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

(d) No default or event of default has occurred or with the passage of time or the giving of notice would occur under the operating lease regarding such property.

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

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

(g) Such asset is used in a business permitted under Section  8.3 .

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

“ Eligible Owned Asset ”: any Real Property that satisfies the following criteria (collectively, the “ Owned Asset Eligibility Criteria ”):

(a) Such Real Property is owned in fee simple by a Qualified Asset Guarantor, such Qualified Asset Guarantor has guaranteed the Obligations pursuant to the Guarantee and Collateral Agreement and the Capital Stock of such Qualified Asset Guarantor is pledged as Collateral pursuant to the Guarantee and Collateral Agreement.

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

(c) Such Real Property is free of any material defects and any material Environmental Liabilities and is in material compliance with all Environmental Laws.

(d) Such Real Property is improved with one or more completed warehouse/distribution buildings that are used as dry and/or cold storage facilities.

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

(f) The Administrative Agent shall have received and completed a satisfactory review of such due diligence as the Administrative Agent may reasonably require with respect to such Real Property (which diligence the Administrative Agent shall (to the extent same is in writing) promptly make available to the Lenders), including, without limitation: (x) an Acceptable Appraisal with respect to such Real Property, (y) a copy of the owner’s title insurance policy or other evidence of the status of title to the Real Property reasonably satisfactory to the Administrative Agent and (z) such other information and documents as may be reasonably requested by the Administrative Agent to the extent necessary to comply with FIRREA .

(g) Such Real Property is used in a business permitted under Section  8.3 .

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

“ Eligible Value ”: as of any date of determination, with respect to:

(a) each Eligible Owned Asset, the Appraised Value of such Eligible Owned Asset;

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

(c) each Applicable Qualified Asset, the product of the Applicable Qualified EBITDA with respect to such Applicable Qualified Asset multiplied by (ii) 8.0.

“ Environmental Laws ”: any and all foreign, Federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, judgments, notices or binding agreements issued by or entered into with any Governmental Authority, requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning pollution, air emissions, the management, use or Release of Materials of Environmental Concern or protection of human health (to the extent such relates to Materials of Environmental Concern) or the environment, as now or may at any time hereafter be in effect.

“ Environmental Liability ”: all liabilities, obligations, damages, losses, claims, actions, suits, judgments, orders, fines, penalties, fees, expenses and costs (including administrative oversight costs, natural resource damages, monitoring and remediation costs and reasonable fees and expenses of attorneys and consultants), whether contingent or otherwise, including those arising out of or relating to: (a) compliance or non-compliance with any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment, recycling, disposal (or arrangement for such activities) of any Materials of Environmental Concern, (c) exposure to any Materials of Environmental Concern, (d) the presence or release of any Materials of Environmental Concern or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

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

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

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

“ Escrow Agreement ”: that certain Escrow Agreement, dated as of December 26, 2017, among the Borrower, the Company, the Guarantors, the Lenders, the Administrative Agent, each of the Letter of Credit Issuers and the Escrow Agent.

“ ERISA Event ”: (a) any Reportable Event; (b) the existence with respect to any Plan of a Prohibited Transaction that could be reasonably expected to result in liability to any Group Member; (c) any failure by any Pension Plan to satisfy the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA, applicable to such Pension Plan), whether or not waived; (d) the filing by any Group Member or any ERISA Affiliate of an application for a waiver of the minimum funding standard with respect to any Pension Plan, the failure by any Group Member or any ERISA Affiliate to make by its due date a required installment under Section 430(j) of the Code with respect to any Pension Plan (unless such failure is cured within 30 days following the due date thereof) or the failure by any Group Member or any ERISA Affiliate to make any required contribution to a Multiemployer Plan (unless such failure is cured within 30 days following the due date thereof); (e) the incurrence by any Group Member or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Pension Plan, including but not limited to the imposition of any Lien on any Group Member or any ERISA Affiliate in favor of the PBGC or any Pension Plan; (f) a determination that any Pension Plan is in “at risk” status (within the meaning of Title IV of ERISA); (g) the receipt by any Group Member or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan under Section 4042 of ERISA; (h) the incurrence by any Group Member or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal of any Group Member or any ERISA Affiliate from any Pension Plan or Multiemployer Plan; or (i) the receipt by any Group Member of any notice (A)  concerning the imposition of Withdrawal Liability on it or (B)  a determination that a Multiemployer Plan is in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 of ERISA.

“ EU Bail-In Legislation Schedule ”: the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

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

“ Eurodollar Rate ”:

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

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

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to LIBOR, at or about 11:00 a.m., London time determined two business days prior to such date for U.S. dollar deposits with a term of one month commencing that day;

provided that (i) to the extent a comparable or successor rate is approved by the Administrative Agent (after consultation with the Borrower) in connection herewith, the approved rate shall be applied in a manner consistent with market practice; (ii) to the extent such market practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent and (iii) if the Eurodollar Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“ Event of Default ”: any of the events specified in Section  10.1 ; provided that any requirement for the giving of notice, the lapse of time, or both, has been satisfied without cure or waiver.

“ Event of Loss ”: with respect to any Qualified Asset, any of the following: (a) any loss or destruction of, or damage to, all or any material portion of such Qualified Asset; (b) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Qualified Asset, or confiscation of such Qualified Asset or the requisition of such Qualified Asset by a Governmental Authority or any Person having the power of eminent domain, or any voluntary transfer of such Qualified Asset or any material portion thereof in lieu of any such condemnation, seizure or taking; or (c) any Disposition of such Qualified Asset.

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

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

“ Excluded Swap Guarantor ”: any Loan Party all or a portion of whose Guarantee Obligation of, or grant of a security interest to secure, any Secured Swap Obligation (or any Guarantee Obligation thereof) is or becomes an Excluded Swap Obligation; provided that such Guarantor shall be deemed to be an Excluded Swap Guarantor only with respect to that portion of its Guarantee Obligation or grant of a security interest that constitutes an Excluded Swap Obligation.

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

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

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

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“ Existing Letters of Credit ”: as defined in Section  3.1(a) .

“ Extension Effective Date ”: as defined in Section  2.17(b) .

“ Facility ”: the Term Loan Facility or the Total Revolving Credit Commitment, as the context may require (and “ Facilities ” means a collective reference to the foregoing).

“ FASB ASC ”: means the Accounting Standards Codification of the Financial Accounting Standards Board.

“ FATCA ”: Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any intergovernmental agreements with respect thereto.

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

“ Fee Letters ”: means, collectively, all agreements entered into by the Borrower (on the one hand) and one or more of the Lead Arrangers (on the other hand) with respect to fees payable to such Lead Arranger and/or the Lenders in connection with the Facilities.

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

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

“ Financial Officer ”: as to any Person, the chief financing officer, principal accounting officer, treasurer or controller of such Person.

“ FIRREA ”: the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

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

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

“ Foreign Subsidiary ”: any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than any state of the United States or the District of Columbia.

“ Fronting Exposure ”: at any time there is a Defaulting Lender, (a) with respect to any Letter of Credit Issuer, such Defaulting Lender’s Revolving Credit Commitment Percentage of the outstanding L/C Obligations, other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swing Line Lender, such Defaulting Lender’s Revolving Credit Commitment Percentage of Swing Line Loans other than Swing Line Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders in accordance with the terms hereof.

“ Fronting Fee ”: as defined in Section  4.1(d) .

“ GAAP ”: generally accepted accounting principles in the United States as in effect from time to time.

“ Governing Documents ”: (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction), (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“ Governmental Authority ”: the government of the United States or any other nation, or of any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank), any securities exchange and any self-regulatory organization.

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“ Group Members ”: the collective reference to the Company, the Borrower and their respective Subsidiaries.

“ Guarantee and Collateral Agreement ”: the Guarantee and Collateral Agreement to be executed and delivered by the Loan Parties on the Closing Date, substantially in the form of Exhibit A .

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

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

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

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

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

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

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

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

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

“ Indebtedness ”: of any Person at any date, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, excluding those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors, (d) all obligations of such Person in respect of the deferred purchase price of property or services (excluding those incurred in the ordinary course of its business that would constitute ordinarily a trade payable to trade creditors), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, provided that, as to such Person, recourse is limited to such property, (f) all Guarantee Obligations by such Person of Indebtedness of others, but only to the extent of the amount of Indebtedness guaranteed, (g) all Capital Lease Obligations of such Person, (h) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty (other than such obligations with respect to letters of credit and letters of guaranty to support workers’ compensation insurance programs, which shall only constitute Indebtedness when such letter of credit or letter of guaranty is drawn), (i) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (j) all Off-Balance Sheet Obligations of such Person, (k) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Capital Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends (other than any obligation of such Person if such Person, in its sole discretion, may satisfy such obligation by delivering (or causing to be delivered) common Capital Stock in the Company or any Excluded Subsidiary, as applicable), (l) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (other than any obligation of such Person if such Person, in its sole discretion, may satisfy such obligation by delivering (or causing to be delivered) common Capital Stock in the Company or any Excluded Subsidiary, as applicable), and (m) net obligations under any Swap Agreements in an amount equal to the Swap Termination Value thereof. The Indebtedness of any Person shall include the Indebtedness (other than (i) Qualified JV Debt and (ii) any Indebtedness of China Merchants Americold Logistics Company, Limited and China Merchants Americold Holdings Company, Limited outstanding as of the Closing Date) of any other entity (including any partnership in which such Person is a general partner) to the extent such Person, by operation of the documentation evidencing such Indebtedness or by law, is liable therefor as a result of such Person’s ownership interest in or other

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relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor. For the avoidance of doubt, Indebtedness shall not include (i) prepaid or deferred revenue arising in the ordinary course of business and (ii) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase price of an asset to satisfy warrants or other unperformed obligations of the seller of such asset.

“ Indemnified Liabilities ”: as defined in Section  12.5 .

“ Indemnified Taxes ”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in (a), Other Taxes.

“ Indemnitee ”: as defined in Section  12.5 .

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

“ Insolvent ”: pertaining to a condition of Insolvency.

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

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

“ Interest Expense ”: for any Reference Period, an amount equal to the sum of the following with respect to Total Indebtedness: (i) total interest expense, accrued in accordance with GAAP plus (ii) all capitalized interest determined in accordance with GAAP (including in the case of (i) and (ii), the Borrower’s pro rata share thereof for Unconsolidated Affiliates, other than with respect to Qualified JV Debt), and excluding non-cash amortization or write-off of deferred financing costs or debt discount (including the Borrower’s pro rata share thereof for Unconsolidated Affiliates).

“ Interest Period ”: as to any Eurodollar Loan, the period commencing on the date such Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter (in each case, subject to availability), as selected by the Borrower in its Committed Loan Notice given with respect thereto, or, if agreed to by all Lenders of the Class participating therein and the Administrative Agent, such other period that is twelve (12) month or less; provided that:

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(i) if any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and

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

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

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

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

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

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

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

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“ L/C Borrowing ”: an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the applicable Reimbursement Date or refinanced as a Borrowing.

“ L/C Credit Extension ”: with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.

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

“ L/C Maturity Date ”: the date that is five Business Days prior to the Revolving Loan Maturity Date; provided that the L/C Maturity Date may be extended beyond such date as provided in Section  3.1(b) .

“ L/C Obligations ”: on any date of determination, the sum of (i) the aggregate Stated Amount of all outstanding Letters of Credit and (ii) the aggregate amount of all Unpaid Drawings, including all L/C Borrowings. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standby Practices (ISP98), such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.

“ L/C Participant ”: as defined in Section  3.3(a) .

“ L/C Participation ”: as defined in Section  3.3(a) .

“ Lead Arrangers ”: the collective reference to MLPFS, JPMorgan Chase Bank, N.A., RBC Capital Markets and Coöoperatieve Rabobank U.A., New York Branch, each in their capacity as a joint lead arranger for the credit facilities under this Agreement.

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

“ Lender ”: each Person that, at any time, holds a Loan or a Commitment hereunder and, unless the context requires otherwise, includes the Swing Line Lender.

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

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

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“ Letter of Credit Application ”: an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable Letter of Credit Issuer.

“ Letter of Credit Subfacility ”: means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Letter of Credit Issuers’ Letter of Credit Sublimits at such time, as the same may be reduced from time to time pursuant to Article III , and (b) the Total Revolving Credit Commitment at such time. The Letter of Credit Subfacility is part of, and not in addition to, the Total Revolving Credit Commitments. On the Closing Date, the Letter of Credit Subfacility is $80,000,000.

“ Letter of Credit Sublimit ”: means, as to each Letter of Credit Issuer, its agreement as set forth in Article III to issue, amend and extend Letters of Credit in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1A under the caption “Letter of Credit Sublimit” or in the Assignment and Assumption or Joinder Agreement or other documentation, which other documentation shall be in form and substance satisfactory to the Administrative Agent, pursuant to which such Lender becomes a Letter of Credit Issuer hereunder, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

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

“ Letter of Credit Fee ”: as defined in Section  4.1(b) .

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

“ LIBOR ”: as defined in the definition of Eurodollar Rate.

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

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

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

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

“ Loan Documents ”: the collective reference to this Agreement, the Collateral Documents, the Notes, each Issuer Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section  2.16 , the Fee Letter, the Guaranty, any Joinder Agreement and any agreement designating a Lender as a Letter of Credit Issuer, and any amendment, waiver, supplement or other modification to any of the foregoing.

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

“ Maintenance Capital Expenditures ”: for any Reference Period, all capital expenditures actually made by the Company, the Borrower and their consolidated Subsidiaries (and the pro rata share of capital expenditures made by Unconsolidated Affiliates) during such period for the maintenance of Capital Assets of such Person, excluding capital expenditures for modernization.

“ Majority in Interest ”: when used in reference to Lenders holding Loans or Commitments of any Class, at any time, (a) in the case of the Revolving Credit Lenders, Lenders (other than Defaulting Lenders) having Revolving Credit Exposures and unused Revolving Credit Commitments representing more than 50% of the sum of the aggregate Revolving Credit Exposure and the unused aggregate Revolving Credit Commitment at such time and (b) in the case of the Term Lenders of any Class, Lenders (other than Defaulting Lenders) holding outstanding Term Loans of such Class representing more than 50% of the aggregate principal amount of all Term Loans of such Class outstanding at such time.

“ Master Agreement ”: any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, together with any related schedules.

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

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

“ Material Disposition ”: any Disposition or series of related Dispositions with respect to any Qualified Asset that yields gross proceeds to the Company or any of its Subsidiaries in excess of $3,000,000 or that causes such Qualified Asset to cease to meet any of the Eligibility Criteria with respect to such Qualified Asset.

“ Materials of Environmental Concern ”: any substances, materials or wastes defined in or regulated under any Environmental Law, including any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products, asbestos, anhydrous ammonia, ozone-depleting substances, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Maturity Date ”: the applicable Term Loan Maturity Date or Revolving Loan Maturity Date.

“ Maximum Rate ”: as defined in Section  12.14 .

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

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

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

“ MLPFS ”: Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of America Corporation’s or any of its subsidiaries’ investment banking, commercial lending services or related businesses may be transferred following the date of this Agreement).

“ Moody ’ s ”: Moody’s Investors Service, Inc., and any successor to its rating agency business.

“ Multiemployer Plan ”: a multiemployer plan as defined in Section 4001(a)(3) of ERISA which is or was contributed to by (or to which there is or was an obligation to contribute to or any other obligation or liability with respect to) any Group Member or any ERISA Affiliate.

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

“ Non-Bank Tax Certificate ”: as defined in Section  5.4(e)(ii)(B)(3) .

“ Non-Consenting Lender ”: as defined in Section  2.15(b) .

“ Non-Defaulting Lender ”: each Lender other than a Defaulting Lender.

“ Non-Extension Notice Date ”: as defined in Section  3.2(d) .

“ Non-Qualified Asset Subsidiaries ”: Subsidiaries of the Borrower that are not Qualified Asset Guarantors.

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

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

“ Notes ”: the collective reference to any promissory note evidencing Loans.

“ Normalized Adjusted FFO ”: “funds from operations” as defined in accordance with the standards established by the Board of Governors of the National Association of Real Estate Investment Trusts as in effect from time to time; provided that Normalized Adjusted FFO shall (i) be based on net income after payment of distributions to holders of preferred partnership units in the Borrower and distributions necessary to pay holders of preferred stock of the Company, and (ii) at all times exclude, without duplication, (a) impairment charges, restructuring charges, acquisition related costs and stock based compensation expense and (b) gains or losses from sales of previously depreciated non-real estate assets, non-real estate depreciation, depletion and amortization, amortization of deferred financing costs, amortization of debt discount, amortization of above or below market leases, adjustments for straight line rents, non-cash or extraordinary gains or losses from foreign exchange, non-cash or extraordinary gains or losses from derivative instruments, and other extraordinary or non-recurring charges.

“ Obligations ”: the collective reference to (a) the Loan Document Obligations, (b) the Secured Swap Obligations and (c) the Secured Cash Management Obligations. Notwithstanding the foregoing, (i) unless otherwise agreed to by the Borrower and any Cash Management Bank or Qualified Counterparty, as applicable, the obligations of any Loan Party under any Specified Cash Management Agreement or Specified Swap Agreement shall be secured and guaranteed pursuant to the Collateral Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed, and (ii) any release of Collateral or Guarantors effected in the manner permitted by this Agreement and any other Loan Document shall not require the consent (solely in their capacity as such) of the holders of Secured Cash Management Obligations or Secured Swap Obligations under Specified Swap Agreements.

“ OFAC ”: the U.S. Department of the Treasury Office of Foreign Assets Control.

“ Off-Balance Sheet Obligations ”: liabilities and obligations of the Company, any Subsidiary of the Company or any other Person in respect of “off-balance sheet arrangements” (as defined in the SEC Off-Balance Sheet Rules) which the Company would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of a report on Form 10-Q or Form 10-K (or their equivalents) (but, for the avoidance of doubt, excluding operating leases and ordinary course contracts for the purchase of power). As used in this definition, the term “SEC Off-Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR Parts 228, 229 and 249).

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

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

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

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

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

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

“ Patriot Act ”: the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, Oct. 26, 2001).

“ Payment in Full ”: all Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under this Agreement or any other Loan Document have been paid in full (other than (a) Secured Cash Management Obligations as to which arrangements satisfactory to the applicable Cash Management Bank have been made, (b) Secured Swap Obligations as to which arrangements satisfactory to the applicable Qualified Counterparty have been made and (c) any contingent obligations or contingent indemnification obligations not then due or asserted) and all Letters of Credit (other than Letters of Credit as to which other arrangements satisfactory to the Administrative Agent and the applicable Letter of Credit Issuer have been made) have expired or been terminated or Cash Collateralized in an amount reasonably acceptable to each applicable Letter of Credit Issuer and all Unpaid Drawings have been reimbursed.

“ PBGC ”: the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).

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“ Pension Plan ”: any Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Group Member or any ERISA Affiliate is (or, if such Plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Perfection Certificate ”: a certificate substantially in the form of Exhibit C .

“ Permitted Acquisition ”: any acquisition, whether by purchase, merger, amalgamation, consolidation or otherwise, of (x) all or substantially all of the assets of any Person, or a business line or unit or a division of any Person, or any parcel of Real Property and improvements thereto, (y) the Capital Stock of any Person such that such Person becomes a Subsidiary; provided that:

(a) no Event of Default shall have occurred and be continuing or would result therefrom;

(b) before and after giving effect thereto, the Company and its Subsidiaries are in compliance on a Pro Forma Basis with the Financial Covenants;

(c) after giving effect thereto, the Company and its Subsidiaries are in compliance on a Pro Forma Basis with Section  8.3 ;

(d) to the extent any such acquired property or asset (including any asset or property owned by an acquired Person) is to be designated a Qualified Asset and reflected in the Borrowing Base, any such asset or property shall be subject to the satisfaction of all Eligibility Criteria applicable to the relevant category of Qualified Assets, including, for the avoidance of doubt, that such property or asset shall be owned, operated or leased by a Qualified Asset Guarantor (or the Person that owns, operates or leases such property or asset shall become a Qualified Asset Guarantor and all of such Person’s Capital Stock shall be pledged as Collateral under the Loan Documents) and the other conditions set forth in Section  8.17 ; and

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

“ Permitted Encumbrances ”:

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

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

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

(d) easements, restrictions, rights-of-way, use restrictions, rights of first refusal and similar encumbrances on Real Property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the applicable Group Member;

(e) Liens arising from precautionary UCC financing statement or similar filings made in respect of operating leases entered into by the Borrower or any of its Subsidiaries;

(f) any zoning or similar law or right reserved to, or vested in, any Governmental Authority to control or regulate the use of any real property that do not materially detract from the value of the affected property or interfere with the ordinary course of conduct of the business of the applicable Group Member;

(g) Liens affecting title on Real Property that have been fully paid off and satisfied and which remain of record through no fault of the Person that owns such Real Property and that, in any event do not have a material and adverse effect with respect to the use, operations or marketability of the affected Real Property or with respect to the ownership of the affected Real Property, and do not interfere with the ordinary conduct of business of the applicable Group Member;

(h) Liens securing Indebtedness consisting of Capital Lease Obligations of the Borrower or any Qualified Asset Guarantor in an aggregate principal amount not to exceed $20,000,000 at any time outstanding;

(i) Liens securing Indebtedness consisting of Capital Lease Obligations of any Qualified Asset Guarantor in respect of any Eligible Capital Leased Assets;

(j) rights of lessors under Eligible Ground Leased Assets; and

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

“ Permitted Equity Encumbrances ”:

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

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

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

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

“ Person ”: an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“ Plan ”: any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Group Member or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an employer” as defined in Section 3(5) of ERISA.

“ Platform ”: as defined in Section  8.2 .

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

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

“ Private-Side Information ”: any information with respect to the Company and its Subsidiaries that is not Public-Side Information.

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

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

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

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

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

“ Prohibited Transaction ”: a non-exempt prohibited transaction as defined in Section 406 of ERISA or Section 4975(c) of the Code.

“ Properties ”: as defined in Section  6.15(a) .

“ PTE ”: a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“ Public Lenders ”: Lenders that do not wish to receive Private-Side Information.

“ Public-Side Information ”: information that is either (a) available to all holders of Traded Securities of the Company, the Borrower and their respective Subsidiaries or (b) not material non-public information (for purposes of United States federal, state or other applicable securities laws).

“ Qualified Asset ”: any Eligible Owned Asset, Eligible Ground Leased Asset, Eligible Capital Leased Asset, Eligible Operating Leased Asset or Eligible Managed Segment, in each case which shall be initially listed as of the Closing Date on Schedule  1.1B , plus any property or asset which subsequently becomes a Qualified Asset in accordance with Section  8.17 , but excluding (i) any Qualified Asset which is removed by the Administrative Agent in accordance with Section  8.16 or (ii) any Qualified Asset which is released in accordance with Section  8.15 .

“ Qualified Asset Guarantors ”: each Wholly-Owned Domestic Subsidiary of the Borrower, whether existing on the Closing Date or formed or acquired thereafter, that guarantees the Obligations pursuant to the Guarantee and Collateral Agreement and that owns, leases or operates a Qualified Asset. To the extent that all of the Qualified Assets owned, leased or operated by any such Wholly-Owned Domestic Subsidiary are removed or released from the Borrowing Base pursuant to Section  8.15 or Section  8.16 of this Agreement, such Subsidiary shall no longer be deemed to be a Qualified Asset Guarantor for the purposes of this Agreement.

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“ Qualified Counterparty ”: with respect to any Swap Agreement entered into by the Borrower or any of its Subsidiaries, any counterparty thereto that (a) is the Administrative Agent, the Bookrunner, a Lead Arranger or any Affiliate of the foregoing, (b) at the time it entered into such Swap Agreement with the Borrower or any of its Subsidiaries, was the Administrative Agent, the Bookrunner, a Lead Arranger or an Affiliate of the foregoing, (c) with respect to any such Swap Agreement entered into on or prior to the Closing Date, is a Lender or an Affiliate of a Lender on the Closing Date and (d) with respect to any such Swap Agreement entered into after the Closing Date, is a Lender or an Affiliate of a Lender at the time such Swap Agreement is entered into; provided that in the case of a Specified Swap Agreement with a Person that is no longer a Lender (or an Affiliate of a Lender), such Person shall be considered a Qualified Counterparty only through the stated termination date (without extension or renewal) of such Specified Swap Agreement.

“ Qualified ECP Guarantor ”: in respect of any Secured Swap Obligation, each Loan Party that has total assets exceeding $10,000,000 at the time the relevant Guarantee Obligation or grant of the relevant security interest becomes or would become effective with respect to such Secured Swap Obligation and each other Loan Party that constitutes an “ eligible contract participant ” under the Commodity Exchange Act and can cause another person to qualify as an “ eligible contract participant ” at such time by guaranteeing or entering into a keepwell in respect of obligations of such other person under Section la(18)(A)(v)(II) of the Commodity Exchange Act.

“ Qualified JV Debt ”: Indebtedness of an Unconsolidated Affiliate that is secured by cash collateral provided by the holders of Capital Stock in such Unconsolidated Affiliate.

“ Real Property ”: collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Group Member, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures incidental to the ownership or lease thereof.

“ Recipient ”: (a) the Administrative Agent, (b) any Letter of Credit Issuer, (c) any Lender and (d) any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder, as applicable.

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

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

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

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

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

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“ Reimbursement Obligations ”: the Borrower’s obligations to reimburse Unpaid Drawings pursuant to Section  3.4(a) .

“ REIT ”: as defined in Section  6.9 .

“ REIT IPO ”: as defined in Section  7.1(n) .

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

“ Release ”: any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into or through the indoor or outdoor environment.

“ Release Conditions ”: as defined in Section  8.15 .

“ Release Request ”: as defined in Section  8.15 .

“ Reportable Event ”: any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty (30) day notice period is waived under applicable regulations, with respect to a Pension Plan.

“ Required Lenders ”: at any time, the Lenders that are not Defaulting Lenders having or holding more than 50% of the aggregate Revolving Credit Exposure, unused Commitments and outstanding principal amount of the Term Loans of Lenders that are not Defaulting Lenders at such time; provided , that the amount of any participation in any Swing Line Loan and unreimbursed amounts owed to any Letter of Credit Issuer that any Defaulting Lender has failed to fund that have not been reallocated and funded by another Lender shall be deemed to be held by the Swing Line Lender (in the case of a Swing Line Loan) or the applicable Letter of Credit Issuer (in the case of unreimbursed amounts owed to such Letter of Credit Issuer) in making such determination.

“ Required Revolving Credit Lenders ”: at any time, Lenders that are not Defaulting Lenders having or holding more than 50% of the aggregate Revolving Credit Exposure and unused Revolving Credit Commitments of Lenders that are not Defaulting Lenders at such time; provided , that the amount of any participation in any Swing Line Loan and unreimbursed amounts owed to any Letter of Credit Issuer that any Defaulting Lender has failed to fund that have not been reallocated and funded by another Lender shall be deemed to be held by the Swing Line Lender (in the case of a Swing Line Loan) or the applicable Letter of Credit Issuer (in the case of unreimbursed amounts owed to such Letter of Credit Issuer) in making such determination.

“ Required Term Loan Lenders ”: at any time, Lenders that are not Defaulting Lenders having or holding more than 50% of the aggregate principal amount of Term Loans of Lenders that are not Defaulting Lenders outstanding at such time.

“ Requirement of Law ”: as to any Person, the certificate of incorporation and by-laws or other organizational or Governing Documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

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“ Resignation Effective Date ”: as defined in Section  11.19 .

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

“ Restricted Payments ”: as defined in Section  9.5 .

“ Revolving Credit Commitment ”: as to each Revolving Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower pursuant to Section  2.1(b) , (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1A under the caption “Revolving Credit Commitment” or in the Assignment and Assumption or Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“ Revolving Credit Commitment Percentage ”: with respect to any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place) the numerator of which is such Lender’s Revolving Credit Commitment at such time and the denominator of which is the amount of the Total Revolving Credit Commitment at such time, subject to adjustment as provided in Section  2.16 ; provided that if the commitment of each Revolving Credit Lender to make Revolving Credit Loans and the obligation of each Letter of Credit Issuer to make L/C Credit Extensions have been terminated pursuant to Section  10.1 or if the Total Revolving Credit Commitments have expired, then the Revolving Credit Commitment Percentage of each Lender shall be determined based on the Revolving Credit Commitment Percentage of such Lender most recently in effect, giving effect to any subsequent assignments. The initial Revolving Credit Commitment Percentage of each Lender is set forth opposite the name of such Lender on Schedule 1.1A or in the Assignment and Assumption or Joinder Agreement pursuant to which such Lender becomes a party hereto, as applicable.

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

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

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

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

“ Revolving Credit Termination Date ”: the date on which the Revolving Credit Commitments shall have terminated, no Revolving Credit Loans shall be outstanding and the L/C Obligations shall have been reduced to zero or Cash Collateralized.

“ Revolving Loan Extension Notice ”: as defined in Section  2.17(a) .

“ Revolving Loan Maturity Date ”: initially, January 23, 2021 (such date, the “ Initial Revolving Loan Maturity Date ”), or, upon extension of the Initial Revolving Loan Maturity Date in accordance with Section  2.17 , January 23, 2022.

“ S&P ”: S&P Global Ratings, a division of S&P Global Inc., and any successor to its rating agency business.

“ Sanctioned Country ”: at any time, a country, region or territory which is, or the government of which is, the subject or target of any Sanctions.

“ Sanctioned Person ”: at any time, (a) any Person that is the subject of Sanctions or listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the European Union, the United Nations or Her Majesty’s Treasury, (b) any Person operating, organized or resident in a Sanctioned Country, (c) is publicly identified as prohibited from doing business with the United States under the International Emergency Economic Powers Act, the Trading With the Enemy Act, or any other Requirement of Law or (d) any Person owned or controlled by any such Person or Persons.

“ Sanctions ”: economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by OFAC or the U.S. Department of State, the European Union, the United Nations, Her Majesty’s Treasury and sanctions under other similar Requirements of Law of other jurisdictions in which a Person conducts its business.

“ SEC ”: the Securities and Exchange Commission, any successor thereto and any analogous Governmental Authority.

“ Secured Cash Management Obligations ”: all obligations of any Loan Party (whether absolute or contingent and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)), as applicable, under any Specified Cash Management Agreement.

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“ Secured Parties ”: collectively, the Bookrunner, the Lead Arrangers, the Administrative Agent, the Letter of Credit Issuers, the Lenders, the Qualified Counterparties that are party to Specified Swap Agreements, the Cash Management Banks that are party to Specified Cash Management Agreements, and the successors and permitted assigns of each of the foregoing.

“ Secured Indebtedness ”: with respect to any Person, all Indebtedness of such Person that is secured by a Lien.

“ Secured Recourse Indebtedness ”: with respect to any Person, all Recourse Indebtedness of such Person that constitutes Secured Indebtedness.

“ Secured Swap Obligations ”: all obligations of any Loan Party (whether absolute or contingent and whenever created, arising, evidenced or acquired (including all renewals, extensions and modifications thereof and substitutions therefor)), as applicable, under any Specified Swap Agreement; provided that, in the case of any Excluded Swap Guarantor, “Secured Swap Obligations” shall not include any Excluded Swap Obligations of such Excluded Swap Guarantor.

“ Securities ”: any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“ Shareholders’ Equity ”: as of any date of determination, consolidated shareholders’ equity of the Company and its Subsidiaries as of that date determined in accordance with GAAP.

“ Single Asset Entity ”: a Person (other than an individual) that (a) only owns a single real property and/or cash and other assets of nominal value incidental to such Person’s ownership of such real property; (b) is engaged only in the business of owning, developing and/or leasing such real property and activities incidental thereto; and (c) receives substantially all of its gross revenues from such real property. In addition, if the assets of a Person consist solely of (i) Capital Stock in one or more other Single Asset Entities and (ii) cash and other assets of nominal value incidental to such Person’s ownership of the other Single Asset Entities, such Person shall also be deemed to be a Single Asset Entity for purposes of this Agreement (such an entity, a “ Single Asset Holding Company ”).

“ Single Asset Holding Company ”: as defined in the definition of Single Asset Entity.

“ Solvent ”: with respect to any Person, as of any date of determination, (a) the amount of the “present fair saleable value” (determined on a going concern basis) of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations of the insolvency of debtors, (b) the present fair saleable value

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(determined on a going concern basis) of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured in the ordinary course, (c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business as contemplated on the date hereof, and (d) such Person will be able to pay its debts as they mature in the ordinary course.

“ Specified Cash Management Agreement ”: any Cash Management Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Cash Management Bank, which is specified in a Designation Notice delivered to the Administrative Agent by such Cash Management Bank and acknowledged in writing by the Borrower, as constituting a Specified Cash Management Agreement hereunder.

“ Specified Swap Agreement ”: any Swap Agreement that is entered into by and between the Borrower or any of its Subsidiaries and any Qualified Counterparty, which is specified in a Designation Notice delivered to the Administrative Agent by such Qualified Counterparty and acknowledged in writing by the Borrower, as constituting a Specified Swap Agreement hereunder. For purposes of the preceding sentence, one Designation Notice designating all Swap Agreements entered into pursuant to a specified Master Agreement as “Specified Swap Agreements” may be delivered to the Administrative Agent.

“ Stabilized Property ”: has the meaning specified in the definition of “Development Property”.

“ Stated Amount ”: with respect to any Letter of Credit, the maximum amount from time to time available to be drawn thereunder, determined without regard to whether any conditions to drawing could then be met; provided , however , that with respect to any Letter of Credit that by its terms or the terms of any Issuer Document provides for one or more automatic increases in the stated amount thereof, the Stated Amount shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.

“ Subsidiary ”: as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Summary Information Memorandum ”: the Summary Information Memorandum dated October 19, 2017, relating to the Transactions.

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

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

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

“ Swing Line Lender ”: Bank of America in its capacity as provider of Swing Line Loans, or any successor swing line lender hereunder.

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

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

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

“ Swing Line Sublimit ”: an amount equal to the lesser of (a) $25,000,000 and (b) the Total Revolving Credit Commitments. The Swing Line Sublimit is part of, and not in addition to, the Total Revolving Credit Commitments.

“ Syndication Agents ”: JPMorgan Chase Bank, N.A., Royal Bank of Canada and Coöoperatieve Rabobank U.A., New York Branch, each in its capacity as a syndication agent under this Agreement.

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

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

“ Term Lender ”: a Lender with a Term Commitment or an outstanding Term Loan.

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

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

“ Term Loan Maturity Date ”: January 23, 2023.

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

“ Total Extensions of Credit ”: at any time, the sum of (a) the aggregate principal amount of Loans outstanding at such time and (b) the aggregate amount of L/C Obligations at such time.

“ Total Indebtedness ”: without duplication, all Indebtedness of the Company, the Borrower and their consolidated Subsidiaries.

“ Total Leverage Ratio ”: as of the last day of any Reference Period, the ratio of (a) Total Indebtedness on such day to (b) Total Asset Value for such Reference Period.

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

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“ Traded Securities ”: any debt or equity Securities issued pursuant to a public offering or Rule 144A offering or other similar private placement.

“ Transaction Costs ”: all fees, costs and expenses incurred by the Borrower and its Subsidiaries in connection with the Transactions.

“ Transactions ”: the collective reference to (a) the execution, delivery and performance by the Borrower and each Loan Party of the Loan Documents (including this Agreement), the borrowing of the Loans, the use of proceeds thereof and the issuance of Letters of Credit hereunder, (b) the repayment in full of all obligations under the Existing Credit Agreement, the termination of all commitments to lend thereunder and the termination and release of all Guarantee Obligations and Liens in respect thereof and (c) the payment of the Transaction Costs.

“ Transferee ”: any Assignee or Participant.

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

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

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

“ United States ”: the United States of America.

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

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

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

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

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“ U.S. Person ”: any Person that is a “United States person” within the meaning of Section 7701(a)(30) of the Code.

“ Wholly-Owned ”: with respect to a Subsidiary of a Person, a Subsidiary of such Person all of the outstanding Capital Stock of which (other than director’s qualifying shares and nominal holdings) are owned by such Person and/or by one or more Wholly-Owned Subsidiaries of such Person.

“ Withdrawal Liability ”: any liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Title IV of ERISA.

“ Withholding Agent ”: any Loan Party, the Administrative Agent and, in the case of any U.S. Federal withholding Tax, any other applicable withholding agent.

“ Write-Down and Conversion Powers ”: with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule.

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

(b) As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto or thereto, (i) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iii) the word “will” shall be construed to have the same meaning and effect as the word “shall”, and (iv) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract rights.

(c) The words “hereof”, “herein”, “hereto” and “hereunder” and words of similar import, when used in any Loan Document, shall refer to such Loan Document as a whole and not to any particular provision thereof, and Section, Schedule and Exhibit references are to the Loan Document in which such references appear unless otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.

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

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replacements, renewals, increases or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns and (iii) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

(f) All references to “knowledge” or “awareness” of any Loan Party or any Subsidiary thereof are to the actual knowledge of a Responsible Officer of such Loan Party or such Subsidiary.

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

(h) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.

Section 1.3. Classifications of Loans . For purposes of this Agreement, Loans and Commitments may be classified and referred to by Class ( e.g. , a “Revolving Credit Loan” or “Term Loan”) or by Type ( e.g. , a “Base Rate Loan” or “Eurodollar Loan”).

Section 1.4. Accounting Terms; GAAP .

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

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

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

(c) Consolidation of Variable Interest Entities . All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Company and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Company is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein.

Section 1.5. Pro Forma Calculations . With respect to any period during which any Permitted Acquisition or any sale, transfer or other Disposition of any material assets outside the ordinary course of business occurs, or any operational change or operational initiative is commenced, for purposes of determining compliance with the Financial Covenants or otherwise for purposes of determining the Total Leverage Ratio, EBITDA and Interest Expense, calculations with respect to such period shall be made on a Pro Forma Basis.

Section 1.6. Rounding . Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number).

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

Section 1.8. Times of Day; Rates . (a) Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

(b) The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to any comparable or successor rate thereto.

ARTICLE II

AMOUNT AND TERMS OF CREDIT

Section 2.1. Commitments .

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

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

(b) The Total Revolving Credit Commitment . Subject to and upon the terms and conditions herein set forth, each Revolving Credit Lender severally agrees to make Revolving Credit Loans denominated in Dollars to the Borrower (each such loan, a “ Revolving Credit Loan ”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment; provided that (x) any of the foregoing such Revolving Credit Loans (i) shall be made at any time and from time to time during the Availability Period, (ii) may, at the option of the Borrower be incurred and maintained as, and/or converted into, Base Rate Loans or Eurodollar Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (iii) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (iv) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment at such time and (v) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the aggregate Revolving Credit Commitment and (y) after giving effect to any such Revolving Credit Loans, Availability shall be greater than or equal to $0.

Section 2.2. Borrowings , Continuations and Conversions of Loans .

(a) Each Borrowing of Term Loans and Revolving Credit Loans, each conversion of Term Loans or Revolving Credit Loans from one Type to the other, and each continuation of Eurodollar Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Loans or of any conversion of Eurodollar Loans to Base Rate Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans; provided , however , that if the Borrower wishes to request Eurodollar Rate Loans having an Interest Period other than one, two, three or six months in duration as provided in the definition of “Interest Period,” the applicable notice must be received by the Administrative Agent not later than 11:00 a.m. four Business Days prior to the requested date of such Borrowing, conversion or continuation, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them. Not later than 11:00 a.m., three Business Days before the requested date of such Borrowing,

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

(b) Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing of Term Loans or Revolving Credit Loans, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section  7.2 (and, if such Borrowing is the initial Borrowing, Section  7.1 ), the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided , however , that if, on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first , shall be applied to the payment in full of any such L/C Borrowings, and second , shall be made available to the Borrower as provided above.

(c) Except as otherwise provided herein, a Eurodollar Loan may be continued or converted only on the last day of an Interest Period for such Eurodollar Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Loans without the consent of the Required Lenders.

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(d) The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Interest Period for Eurodollar Loans upon determination of such interest rate.

(e) More than one Borrowing may be incurred on any date; provided that after giving effect to all Borrowings of Term Loans and Revolving Credit Loans, all conversions of Term Loans and Revolving Credit Loans from one Type to the other, and all continuations of Term Loans and Revolving Credit Loans as the same Type, there shall not be more than 10 Interest Periods in effect with respect to the Loans.

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

(g) Without in any way limiting the obligation of the Borrower to confirm in writing any notice it shall give hereunder by telephone (which such obligation is absolute), the Administrative Agent may act prior to receipt of written confirmation without liability upon the basis of such telephonic notice believed by the Administrative Agent in good faith to be from a Responsible Officer of the Borrower.

(h) Borrowings to reimburse Unpaid Drawings shall be made upon the notice specified in Section  3.4(a) .

Section 2.3. Swing Line Loans .

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

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

(c) Refinancing of Swing Line Loans .

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

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

(ii) If for any reason any Swing Line Loan cannot be refinanced by such a Borrowing of Revolving Credit Loans in accordance with Section  2.3(c)(i) , the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request by the Swing Line Lender that each of the Revolving Credit Lenders fund its risk participation in the relevant Swing Line Loan and each Revolving Credit Lender’s payment to the Administrative Agent for the account of the Swing Line Lender pursuant to Section  2.3(c)(i) shall be deemed payment in respect of such participation.

(iii) If any Lender fails to make available to the Administrative Agent for the account of the Swing Line Lender any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section  2.3(c) by the time specified in Section  2.3(c)(i) , the Swing Line Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum equal to the Overnight Rate, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in connection with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Revolving Credit Loan included in the relevant Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of the Swing Line Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii)  shall be conclusive absent manifest error.

(iv) Each Revolving Credit Lender’s obligation to make Revolving Credit Loans or to purchase and fund risk participations in Swing Line Loans pursuant to this Section  2.3(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against the Swing Line Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided , however , that each Revolving Credit Lender’s obligation to make Revolving Credit Loans pursuant to this Section  2.3(c) is subject to the conditions set forth in Section  7.2 . No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrower to repay Swing Line Loans, together with interest as provided herein.

(d) Repayment of Participations .

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

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

(e) Interest for Account of Swing Line Lender . The Swing Line Lender shall be responsible for invoicing the Borrower for interest on the Swing Line Loans. Until each Revolving Credit Lender funds its Base Rate Loan or risk participation pursuant to this Section  2.3 to refinance such Lender’s Revolving Credit Commitment Percentage of any Swing Line Loan, interest in respect of such Revolving Credit Commitment Percentage shall be solely for the account of the Swing Line Lender.

(f) Payments Directly to Swing Line Lender . The Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line Lender.

Section 2.4. Administrative Agent ’ s Clawback .

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

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

(b) Payments by Borrower; Presumptions by Administrative Agent . Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or an Letter of Credit Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the applicable Lenders or Letter of Credit Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the applicable Lenders or such Letter of Credit Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such applicable Lender or such Letter of Credit Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at a rate per annum equal to the Overnight Rate.

(c) Notice . A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under clause (a)  or (b) shall be conclusive, absent manifest error.

(g) Failure to Satisfy Conditions Precedent . If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Loan set forth in Article VII are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

(d) Obligations of Lenders Several .

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

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(ii) Nothing in this Section  2.4 , including any payment by the Borrower, shall be deemed to relieve any Lender from its obligation to, fulfill its commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to fulfill its commitments hereunder).

(e) Funding Source . Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner.

Section 2.5. Repayment of Loans .

(a) Term Loans . The Borrower shall repay to the Administrative Agent, for the benefit of the applicable Lenders, on the Term Loan Maturity Date, the then-outstanding Term Loans.

(b) Revolving Credit Loans . The Borrower shall repay to the Administrative Agent for the benefit of the Revolving Credit Lenders, on the Revolving Loan Maturity Date, the then-outstanding Revolving Credit Loans.

(c) Swing Line Loans . The Borrower shall repay each Swing Line Loan on the earlier to occur of (i) the date five Business Days after such Loan is made and (ii) the Revolving Loan Maturity Date.

Section 2.6. Evidence of Debt .

(a) The Loans and other extensions of credit made by each Lender to the Borrower shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The entries made in the Register and the accounts or records maintained by the Administrative Agent and each Lender shall, to the extent permitted by applicable law, be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded; provided , however , that the failure of any Lender or the Administrative Agent to maintain such account, such Register or subaccount, as applicable, or any error therein, shall not in any manner affect the obligation of the Borrower to repay (with applicable interest) the Loans made to the Borrower by such Lender in accordance with the terms of this Agreement. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(b) The Borrower hereby agrees that, upon request of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent), at the Borrower’s own expense, a promissory note, substantially in the form of Exhibit E or Exhibit F , as applicable, which shall evidence the Term Loans and/or Revolving Credit Loans, respectively, owing to such Lender in addition to the accounts or records described in clause (a) . Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.

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

Section 2.7. [Reserved] .

Section 2.8. Interest .

(a) Subject to the provisions of paragraph (c)  below, the unpaid principal amount of each Base Rate Loan (including any Swing Line Loan) shall bear interest from the date of the Borrowing thereof until maturity (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for Base Rate Loans plus the Base Rate, in each case, in effect from time to time.

(b) Subject to the provisions of paragraph (c)  below, the unpaid principal amount of each Eurodollar Loan shall bear interest from the date of the Borrowing thereof until maturity thereof (whether by acceleration or otherwise) at a rate per annum that shall at all times be the Applicable Margin for Eurodollar Loans plus the relevant Eurodollar Rate.

(c) (i) While any Event of Default arising under Section  10.1(a)(i) or (h)  exists the principal amount of all outstanding Obligations hereunder shall bear interest at a fluctuating rate per annum (the “ Default Rate ”) that is (x) in the case of any Loan, the rate that would otherwise be applicable thereto plus 2.00%, (y) in the case of Letter of Credit Fees, a rate equal to the Applicable Margin then applicable to Letter of Credit Fees plus 2.00% and (z) in the case of any other Obligations, including interest, to the extent permitted by applicable law, the rate described in Section  2.8(a) plus 2.00%.

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

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

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

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(e) All computations of interest hereunder shall be made in accordance with Section  5.5 .

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

Section 2.9. LIBOR Successor Rate . (a) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders, a copy to the Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:

(i) adequate and reasonable means do not exist for ascertaining LIBOR for any requested Interest Period, including because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or

(ii) the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans (such specific date, the “ Scheduled Unavailability Date ”), or

(iii) syndicated loans currently being executed, or that include language similar to that contained in this Section  2.9 , are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR,

then, reasonably promptly after such determination by the Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the Borrower may amend this Agreement to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks (any such proposed rate, a “ LIBOR Successor Rate ”), together with any proposed LIBOR Successor Rate Conforming Changes (as defined below) and, notwithstanding anything to the contrary in Section  12.1(a)(iv) , any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders do not accept such amendment.

(b) If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended, (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) the Eurodollar Rate component shall no longer be utilized in determining the Base Rate. Upon receipt of such notice,

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

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

As used above:

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

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

Section 2.10. Increased Costs, Illegality, Etc .

(a) In the event that (w) in the case of clause  (i)(A) and (B)  below, the Administrative Agent, (x) in the case of clause  (i)(C) below, the Administrative Agent or the Required Lenders, (y) in the case of clauses  (ii) below, the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) and (z) in the case of clause (iii)  below, any Lender, shall have reasonably determined (in each case, which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):

(i) on any date for determining the Eurodollar Rate for any Interest Period that (A) deposits in the principal amounts and currencies of the Loans comprising such Borrowing of Eurodollar Loans are not generally available in the relevant market, (B) adequate and reasonable means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate or (C) for any reason the Eurodollar Rate for any requested Interest Period with respect to such proposed Eurodollar Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Loan; or

(ii) at any time, that such Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (including any increased costs or reductions attributable to Taxes, other than any increase or reduction attributable to (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (C) Connection Income Taxes) because of any Change in Law; or

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(iii) in good faith that any law, governmental rule, regulation, guideline or order (in each case whether or not having the force of law) has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Loan or to determine or charge interest rates based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the interbank Eurodollar market;

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

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Notwithstanding the foregoing, if the Administrative Agent has made the determination described in Section  2.10(a)(i) (A) , the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause  (A) of Section  2.10(a)(i) , (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof.

(b) At any time that any Eurodollar Loan is affected by the circumstances described in Section  2.10(a)(ii) or (iii), the Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section  2.10(a)(iii) shall) (x) if a Committed Loan Notice with respect to an affected Eurodollar Loan has been submitted pursuant to Section  2. 2 but the affected Eurodollar Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date that the Borrower was notified by Lenders pursuant to Section  2.10(a)(ii) or (iii)  or (y) if an affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice (or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Loan) to the Administrative Agent, require the affected Lender to convert each such Eurodollar Loan into a Base Rate Loan (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate); provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section  2.10(b) .

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

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

(d) Reserves on Eurodollar Loans . The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice.

(e) Each party’s obligations under this Section  2.10 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Letter of Credit Issuer, termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder.

Section 2.11. Compensation . Upon written demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate each Lender for and hold each Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Eurodollar Loan on a day other than the last day of the Interest Period for such Eurodollar Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise), (b) any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower, (c) any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrower pursuant to Section  2.15 , including any losses, costs or expenses that such Lender may reasonably incur as a result of such payment, failure to convert, failure to continue or failure to prepay, including any loss, cost or expense (excluding loss of anticipated profits) actually incurred, including by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Eurodollar Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. A certificate of a Lender setting forth the amount or amounts necessary to compensate

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such Lender as specified in this Section  2.11 and setting forth in reasonable detail the manner in which such amount or amounts were determined shall be delivered to the Borrower and shall be conclusive, absent manifest error. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section  2.11 , each Lender shall be deemed to have funded each Eurodollar Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Loan was in fact so funded. The agreements in this Section  2.11 shall survive the resignation of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or Letter of Credit Issuer, termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder.

Section 2.12. Change of Lending Office . Each Lender may make any Loans, L/C Credit Extensions and other extensions of credit to the Borrower through any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Obligations in accordance with the terms of this Agreement. Each Lender agrees that, upon the occurrence of any event giving rise to the operation of Section  2.10(a)(ii) , 2.10(a)(iii) , 2.10(c) , 3.5 or 5.4 with respect to such Lender (including, for the avoidance of doubt, the requirement to pay any Indemnified Taxes or additional amounts to any Recipient pursuant to such sections), it will, if requested by the Borrower use reasonable efforts (subject to overall policy considerations of such Lender) to designate another Lending Office for any Loans affected by such event; provided that such designation is made on such terms that such Lender and its Lending Office suffer no unreimbursed cost or other material economic, legal or regulatory disadvantage, with the object of avoiding the consequence of the event giving rise to the operation of any such Section. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or Letter of Credit Issuer in connection with any such designation or assignment. Nothing in this Section  2.12 shall affect or postpone any of the obligations of the Borrower or the right of any Lender provided in Section  2.10 , 3 .5 or 5 .4 .

Section 2.13. Notice of Certain Costs . Notwithstanding anything in this Agreement to the contrary, to the extent any notice required by Section  2.10 , 2.11 , 3 .5 or 5 .4 is given by any Lender more than 120 days after such Lender has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, or other additional amounts described in such Sections, such Lender shall not be entitled to compensation under Section  2.10 , 2.11 , 3 .5 or 5 .4 , as the case may be, for any such amounts incurred or accruing prior to the 121 ^st day prior to the giving of such notice to the Borrower (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof).

Section 2.14. Increase in Facilities .

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

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Incremental Revolving Increase, and Incremental Term Loan Increase are collectively referred to as “ Incremental Facilities ”); provided that (i) any such request for an increase shall be in a minimum amount of $25,000,000 or any lesser amount if such amount represents all remaining availability under the aggregate limit in respect of the increases set forth above (or such lesser amount as the Borrower and the Administrative Agent may agree), (ii) all Incremental Revolving Increases and Incremental Term Loan Increases shall be on the same terms as the Class of the Facilities being increased, and (iii) all incremental commitments and loans provided as part of an Additional TL Tranche shall be on terms agreed to by the Borrower and the Lenders providing such Additional TL Tranche; provided , that (x) the final maturity date therefor may not be earlier than the latest maturity date (including any extension option) of any then existing Term Facility and (y) if the terms of such Additional TL Tranche (other than final maturity) are not the same as the terms of the Term Loan or a then existing Additional TL Tranche, such new Additional TL Tranche shall be on terms reasonably acceptable to the Administrative Agent and the Lenders providing such Additional TL Tranche. The Borrower may approach any Lender or any Person that meets the requirements to be an Assignee under Section  12.6(b)(i) and (ii)(B) to provide all or a portion of the requested increase; provided that (x) any Lender offered or approached to provide all or a portion of the requested increase may elect or decline, in its sole discretion, to provide all or a portion of such increase, (y) no Person approached shall become a Lender without the written consent of the Administrative Agent, the Letter of Credit Issuers and the Swing Line Lender, in each case, if required pursuant to Section  12.6(b) and (z) the Borrower shall not be obligated to offer any existing Lender the opportunity to provide any portion of a requested increase. At the time of sending its notice, the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender and other Person approached by the Borrower is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to such Lenders).

(b) Elections to Increase . Each Lender and other Person approached by the Borrower shall notify the Administrative Agent within the specified time period whether or not it agrees to provide all or a portion of such increase and, if so, the amount of such requested increase that it proposes to provide. Any Lender not responding within such time period shall be deemed to have declined to provide any portion of the requested increase. Any Person providing any portion of the requested increase that is not an existing Lender shall become a Lender pursuant to a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent and its counsel (each, a “ Joinder Agreement ”). The Administrative Agent shall promptly notify the Borrower and each Lender of the responses to each request made hereunder.

(c) Effective Date and Allocations . If the Facilities are increased pursuant to an Incremental Facility in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such Incremental Facility and promptly notify the Lenders thereof and, (x) in the case of an Incremental Revolving Increase, the amount of the Revolving Credit Commitment and Revolving Credit Commitment Percentage of each Revolving Credit Lender as a result thereof and (y) in the case of an Incremental Term Loan Increase or an Additional TL Tranche, the amount of the Term Loan and Applicable Percentage of each Term Lender as a result thereof.

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