8-K - GATX - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 31, 2025

GATX Corporation

(Exact name of registrant as specified in its charter)

New York	1-2328	36-1124040
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)

233 South Wacker Drive

Chicago, Illinois 60606-7147

(Address of principal executive offices, including zip code)

(312) 621-6200

(Registrant’s telephone number, including area code)

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

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of Each Exchange<br>on Which Registered
Common Stock	GATX	New York Stock Exchange
(indicate by check mark)
		NYSE Texas, Inc

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

Emerging growth company ☐

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

Explanatory Note

Completion of the Acquisition

As previously disclosed in GATX Corporation’s Current Report on Form 8-K filed on May 30, 2025 (the “Signing 8-K”), on May 29, 2025, GATX Corporation (“GATX” or the “Company”) entered into a definitive purchase agreement (the “Purchase Agreement”) to acquire, through a newly formed joint venture with Brookfield Infrastructure Partners L.P. and its institutional partners (collectively, “Brookfield”), approximately 101,000 railcars from Wells Fargo Bank, N.A. (“Wells Fargo”), for approximately $4.2 billion. The joint venture entity is GABX Leasing LLC (“GABX” or the “JV”), initially owned 30% by GATX and 70% by Brookfield. As further described below, the transactions contemplated by the Purchase Agreement closed on January 1, 2026 (the “Closing Date”).

Item 1.01	Entry Into A Material Definitive Agreement

Credit Agreement and Guaranty Agreement

On December 31, 2025, GABX entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo, as administrative agent (the “Agent”), and the lenders and issuing banks party thereto. The Credit Agreement provides for (i) an unsecured term loan facility in an aggregate principal amount of approximately $3.0 billion and (ii) an unsecured revolving credit facility in an aggregate principal amount of $250 million, which includes a $50 million letter of credit sub-facility and a $50 million swingline sub-facility. The facilities mature on December 31, 2030, subject to customary extension and refinancing mechanics.

Borrowings under the Credit Agreement bear interest, subject to the terms specified therein, at either (i) a rate based on the Secured Overnight Financing Rate (SOFR) plus a margin or (ii) an alternative base rate plus a margin. The term loan bears interest at SOFR plus 1.35% (or, if based on the alternative base rate, that base rate plus 0.25%). Revolving loans are priced by reference to a grid based initially on GATX’s public credit rating. The JV’s obligations under the Credit Agreement are initially guaranteed by GATX, pursuant to the Guaranty Agreement, dated as of December 31, 2025, between GATX and Wells Fargo, as administrative agent (the “Guaranty Agreement”), as further detailed below. The Credit Agreement includes an automatic 0.50% increase in certain applicable margins following specified events, including, subject to certain conditions, if GATX ceases to own, directly or indirectly, any portion of the JV.

The Credit Agreement contains customary affirmative and negative covenants, including a negative pledge, limitations on additional indebtedness, liens, fundamental changes, transactions with affiliates and restricted payments. The Credit Agreement also contains customary financial maintenance provisions, customary provisions for letters of credit and swingline borrowings and optional prepayments.

The Credit Agreement also provides for customary events of default, including, among others, non-payment of obligations; bankruptcy or insolvency events; failure to comply with covenants; breach of representations or warranties; defaults on other material indebtedness; invalidity of the Guaranty Agreement (or any replacement guaranty, as applicable) and change of control. The occurrence of an event of default could result in the acceleration of obligations under the Credit Agreement, termination of the commitments and the requirement to cash collateralize outstanding letters of credit.

In connection with the closing of the transaction, GABX drew down approximately $3.0 billion from the term loan facility and no funds from the revolver. The term loan proceeds were used, together with equity contributions by GATX and by an affiliate of Brookfield, to fund the consideration for the acquisition under the Purchase Agreement and to pay related fees and expenses. The revolving credit facility is available for working capital and other general corporate purposes of the JV.

Concurrently with the entry by the parties into the Credit Agreement, GATX entered into the Guaranty Agreement, pursuant to which GATX irrevocably and unconditionally guaranteed, as a primary obligor, the payment and performance of GABX’s obligations under the Credit Agreement until the earlier of the time that (i) the Guaranty Agreement is released in accordance with the terms of the Guaranty Agreement and the Credit Agreement or (ii) GABX’s obligations are paid in full and commitments under the Credit Agreement are terminated. The Guaranty Agreement includes customary waivers and consents and contains customary revival provisions.

The foregoing descriptions of the Credit Agreement and the Guaranty Agreement do not purport to be complete and are qualified in their entirety by reference to the complete terms of the Credit Agreement and the Guaranty Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Amended and Restated JV LLC Agreement

On the Closing Date, GATX, Brookfield and the JV entered into an Amended and Restated Limited Liability Company Agreement of the JV (the “A&R JV LLC Agreement”). Under the A&R JV LLC Agreement, during the GATX Founder Period (as defined therein), GATX has the right to appoint three directors to the JV’s board of directors and Brookfield has the right to appoint two directors, with director appointment rights thereafter adjusting as provided in the agreement. The A&R JV LLC Agreement includes customary protective provisions requiring unanimous member approval for specified fundamental matters, including incurrence or refinancing of indebtedness that would deviate from the JV’s leverage policy and transactions involving all or substantially all of the JV’s assets. In addition, certain matters require separate approval of Brookfield, including asset dispositions exceeding $50 million in a single transaction or $100 million in the aggregate in any fiscal year and material amendments to the management services agreement between the JV and GATX. The A&R JV LLC Agreement also contains customary transfer restrictions (including right of first offer, tag-along and drag-along rights), preemptive rights on future issuances and distribution provisions.

The foregoing summary of the A&R JV LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the A&R JV LLC Agreement, a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Call Option Agreement

On the Closing Date, the JV, GATX and Michigan U.S. Holdings LP, an affiliate of Brookfield, entered into a Call Option Agreement (the “Call Option Agreement”), providing GATX a series of annual call options that if exercised in full is expected to result in GATX acquiring full ownership of the JV. The Call Option Agreement is substantially as described in the Signing 8-K, and includes pricing and timing inputs and related make-up option and regulatory approval mechanics. The foregoing summary is qualified in its entirety by reference to the Call Option Agreement, filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.01	Completion of Acquisition or Disposition of Assets

On the Closing Date, following the satisfaction of the closing conditions of the Purchase Agreement, GATX and the other parties thereto consummated the closing of the transaction.

On the Closing Date, the parties entered, inter alia, into (i) the A&R JV LLC Agreement; (ii) a management services agreement pursuant to which the JV appointed GATX as the exclusive manager of the rail portfolio and the day-to-day operations of the JV, (iii) a management services agreement pursuant to which GATX will provide management services to affiliates of Brookfield for other assets they purchased from Wells Fargo pursuant to the Purchase Agreement, outside of the JV, and (iv) the Call Option Agreement.

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

The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Credit Agreement and the Guaranty Agreement is incorporated by reference into this Item 2.03.

Item 7.01.	Regulation FD Disclosure

On January 5, 2026, GATX issued a press release announcing the closing of the acquisition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits.

10.1*	Credit Agreement, dated as of December 31, 2025, by and among GABX Leasing LLC, as borrower, the lenders party thereto from time to time, and Wells Fargo Bank, N.A., as administrative agent.
10.2	Guaranty Agreement, dated as of December 31, 2025, by and between GATX Corporation and Wells Fargo Bank, N.A., as administrative agent.
10.3*	Amended and Restated Limited Liability Company Agreement, dated as of January 1, 2026, by and among GABX Leasing LLC, GABX Leasing Holding LLC and GATX Corporation.
10.4*	Call Option Agreement, dated as of January 1, 2026, by and among Michigan U.S. Holdings LP, GATX Corporation and GABX Leasing Holding LLC.
99.1	Press Release of GATX Corporation, dated January 5, 2026.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Schedules and certain portions of this exhibit have been omitted pursuant to Item 601(a)(5) and Item 601(b)(10)(iv) of Regulation S-K.
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SIGNATURE

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

GATX CORPORATION
(Registrant)
/s/ Thomas A. Ellman
Thomas A. Ellman<br> <br>Executive Vice President and Chief Financial Officer

Date: January 5, 2026

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CREDIT AGREEMENT

Dated as of December 31, 2025

Among

GABX LEASING LLC

as Borrower

and

THE INITIALLENDERS NAMED HEREIN

as Initial Lenders

and

WELLS FARGO BANK, N.A.

as Administrative Agent

and

WELLS FARGO BANK, N.A.

and

BOFA SECURITIES,INC.

and

MUFG BANK,LTD.

and

SUMITOMOMITSUI BANKING CORPORATION

as Joint Lead Arrangers and Joint Bookrunners

and

CREDIT AGRICOLECORPORATE & INVESTMENT BANK

and

PNC BANK, NATIONAL ASSOCIATION

and

U.S. BANK NATIONALASSOCIATION

as Co-Documentation Agents

ARTICLE 1 DEFINITIONS AND ACCOUNTING TERMS		1
Section 1.01	Certain Defined Terms	1
Section 1.02	Computation of Time Periods	38
Section 1.03	Accounting Terms	38
Section 1.04	Divisions	38
Section 1.05	Rates	39
Section 1.06	Limited Condition Transactions	39
Section 1.07	Other Definitional Provisions; Rules of Construction	40
Section 1.08	Cashless Rollovers	41
ARTICLE 2 AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT		41
Section 2.01	The Advances and Letters of Credit	41
Section 2.02	Making the Advances	43
Section 2.03	Issuance of and Drawings and Reimbursement Under Letters of Credit	46
Section 2.04	Fees	49
Section 2.05	Termination or Reduction of Commitments	50
Section 2.06	Repayment	50
Section 2.07	Interest on Advances	51
Section 2.08	Interest Rate Determination	52
Section 2.09	Optional Conversion of Advances	53
Section 2.10	Prepayments of Advances	53
Section 2.11	Increased Costs	54
Section 2.12	Illegality	56
Section 2.13	Payments and Computations	56
Section 2.14	Taxes	57
Section 2.15	Sharing of Payments, Etc.	61
Section 2.16	Evidence of Debt	62
Section 2.17	Use of Proceeds	62
Section 2.18	Reserved	62
Section 2.19	Refinancing; Extension	63
Section 2.20	Defaulting Lender	70
Section 2.21	Replacement of Lenders	72
Section 2.22	Benchmark Replacement Setting	74
Section 2.23	Additional Advances	78
ARTICLE 3 CONDITIONS TO EFFECTIVENESS AND LENDING		83
Section 3.01	Conditions Precedent to Escrow Funding	83
Section 3.02	Escrow Release Conditions	84
Section 3.03	Conditions Precedent to Future Advances and Letter of Credit Issuances	85
ARTICLE 4 REPRESENTATIONS AND WARRANTIES		86
Section 4.01	Representations and Warranties	86

ARTICLE 5 COVENANTS		90
Section 5.01	Affirmative Covenants	90
Section 5.02	Negative Covenants	93
Section 5.03	Financial Covenant	105
ARTICLE 6 EVENTS OF DEFAULT		106
Section 6.01	Events of Default	106
Section 6.02	Right to Cure	110
ARTICLE 7 THE AGENT		111
Section 7.01	Appointment and Authority	111
Section 7.02	Rights as a Lender	111
Section 7.03	Exculpatory Provisions	112
Section 7.04	Reliance by Agent	113
Section 7.05	Indemnification	113
Section 7.06	Delegation of Duties	114
Section 7.07	Resignation of Agent	114
Section 7.08	Non-Reliance on Agent and Other Lenders	115
Section 7.09	No Other Duties, etc.	116
Section 7.10	Lender ERISA Matters	116
Section 7.11	Erroneous Payments	117
ARTICLE 8 MISCELLANEOUS		120
Section 8.01	Amendments, Etc.	120
Section 8.02	Notices, Etc.	123
Section 8.03	No Waiver; Remedies	125
Section 8.04	Costs and Expenses	125
Section 8.05	Right of Set-off	127
Section 8.06	Binding Effect	127
Section 8.07	Assignments and Participations	128
Section 8.08	Confidentiality	134
Section 8.09	Governing Law	135
Section 8.10	Execution in Counterparts	135
Section 8.11	Jurisdiction, Etc.	136
Section 8.12	No Advisory or Fiduciary Responsibility	136
Section 8.13	Patriot Act	137
Section 8.14	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	137
Section 8.15	WAIVER OF JURY TRIAL	139
Section 8.16	Guaranty Matters	139
Section 8.17	Disqualified Lenders and Defaulting Lenders	141
Section 8.18	No Liability of the Issuing Banks	144
Section 8.19	Acknowledgment Regarding Any Supported QFCs	145
Section 8.20	Termination and Return of the Escrowed Facilities Amount	145

iii

Schedules
Schedule I	Commitments
Schedule 4.01(f)	Disclosed Litigation
Schedule 5.02(c)(vi)	Closing Date Transactions
Schedule 8.02	Agent’s Contact Information
Exhibits
Exhibit A	Form of Note
Exhibit B-I	Form of Notice of Term Borrowing
Exhibit B-II	Form of Notice of Revolving Credit Borrowing
Exhibit B-III	Form of Notice of Swing Line Borrowing
Exhibit C	Forms of Assignment and Assumption
Exhibit D	Form of Solvency Certificate
Exhibit 5.02(f)(iii)	Form of Subordination Terms

CREDIT AGREEMENT

Dated as of December 31, 2025

GABX LEASING LLC, a Delaware limited liability company (the “Borrower”), the banks, financial institutions and other institutional lenders (the “Initial Lenders”) and initial issuing banks (the “Initial Issuing Banks”) listed on the signature pages hereof, WELLS FARGO BANK, N.A. (“Wells Fargo”), BOFA SECURITIES, INC., MUFG BANK, LTD., and SUMITOMO MITSUI BANK CORPORATION, as joint lead arrangers and joint bookrunners, CREDIT AGRICOLE CORPORATE & INVESTMENT BANK, PNC BANK, NATIONAL ASSOCIATION, and U.S. BANK NATIONAL ASSOCIATION as co-documentation agents and Wells Fargo, as administrative agent (in such capacity, “Agent”) for the Lenders (as hereinafter defined), agree as follows:

ARTICLE 1

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Act” has the meaning specified in Section 8.13.

“Additional Facility Limit” has the meaning specified in Section 2.23(c).

“Additional Lender” means, at any time, any bank, other financial institution or institutional lender or investor that, in any case, is not an existing Lender and that agrees to provide any portion of any (a) Incremental Advance in accordance with Section 2.23, or (b) Advances pursuant to a Refinancing Amendment in accordance with Section 2.19(a); provided that each Additional Lender (other than any Person that is a Lender, an Affiliate of a Lender or an Approved Fund of a Lender at such time) shall be subject to the approval of the Agent, each Issuing Bank and each Swing Line Bank, solely to the extent that any such consent would be required from the Agent, each Issuing Bank and each Swing Line Bank under Section 8.07(b)(iii)(B) or under Section 8.07(b)(iii)(C), as applicable, for an assignment of Advances to such Additional Lender.

“Administrative Questionnaire” means an Administrative Questionnaire in a form supplied by the Agent.

“Advance” means an extension of credit under Article 2 by a Lender to the Borrower in the form of (a) a Term Advance, (b) a Revolving Credit Advance or (c) a Swing Line Advance.

“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“Affiliated Lender” means, at any time, any Permitted Holder or an Affiliate of a Permitted Holder (other than (a) the Borrower or any Subsidiary, (b) any Debt Fund Affiliate or (c) any natural person (or a holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of a natural person)).

“Affiliated Lender Cap” has the meaning specified in Section 8.07(g)(i)(D).

“Agent Parties” has the meaning specified in Section 8.02(d)(ii).

“Agent’s Account” means the account of the Agent maintained by the Agent at Wells Fargo Bank, N.A. at its offices at (1) 1525 West WT Harris Blvd. 1B1, Charlotte, NC 28262 and (2) 4101 Wiseman Blvd., Bldg. 108, Floor 1, San Antonio, TX 78251; ABA #: 121000248; Acct. #: 01104331628807; Acct. Name: Agency Services Clearing A/C, Attn: Financial Cash Controls.

“Agreement” means this Credit Agreement (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its Subsidiaries from time to time concerning or relating to money laundering, bribery or corruption, including but not limited to the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, and the UK Bribery Act 2010.

“Applicable Indebtedness” has the meaning specified in the definition “Weighted Average Life to Maturity”.

“Applicable Lending Office” means, with respect to each Lender, the office of such Lender specified as its “Lending Office” in its Administrative Questionnaire delivered to the Agent, or such other office of such Lender as such Lender may from time to time specify in writing to the Borrower and the 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.

“Applicable Margin” means, as of any date,

(a) (x) with respect to any Term Advances that are SOFR Advances, 1.35% and (y) with respect to any Term Advances that are Base Rate Advances, 0.25%; and

(b) with respect to any (i) Revolving Credit Advances, (ii) Unused Revolving Credit Commitments under a Revolving Credit Facility, (iii) Letter of Credit Fees and (iv) Revolving Commitment Fees, a percentage per annum determined by reference to the Public Debt Rating in effect on such date as set forth below:

Public Debt Rating S&P/Moody’s
Level 1	1.100	%	0.090	%	0.090	%
A- / A3 or above
Level 2	1.225	%	0.125	%	0.100	%
BBB+ / Baa1
Level 3	1.350	%	0.250	%	0.125	%
BBB / Baa2
Level 4	1.600	%	0.500	%	0.200	%
BBB- / Baa3
Level 5	1.850	%	0.750	%	0.250	%
Lower than Level 4

Notwithstanding the foregoing clauses (a) and (b), if (i) the GATX Guarantor no longer owns, directly or indirectly, Equity Interests in any portion of the Borrower, (ii) the Brookfield Control Event has occurred, (iii) the Borrower does not maintain any investment grade rating from an external rating agency that is not an Affiliate of the Borrower at such time, and (iv) the Brookfield Guarantor Election has not occurred, then the foregoing Applicable Margins for (x) SOFR Advances and Letter of Credit Fees and (y) Base Rate Advances (but not, for the avoidance of doubt, for Revolving Commitment Fees) shall automatically be increased by 0.50% until the earlier of the date that either (x) the Borrower obtains any investment grade rating from an external rating agency that is not an Affiliate of the Borrower or (y) the Brookfield Guarantor Election occurs.

“Applicable Margin for SOFR Advances” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date under the caption “Applicable Percentage for Term SOFR Advances” in the definition “Applicable Margin”.

“Applicable Percentage” means, as of any date, a percentage per annum determined by reference to the Public Debt Rating in effect on such date under the caption “Applicable Percentage for Commitment Fees” in the definition “Applicable Margin”.

“Applicable Tax Rate” means the sum of the highest marginal U.S. federal and state and local income Tax rates applicable to individuals or corporations (whichever is greater) resident of New York, New York on ordinary income or capital gains, as applicable to the character of the income in question (taking into account the deductibility of state and local Taxes for U.S. federal income Tax purposes).

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Asset Coverage Ratio” means, for any day, the ratio of (i) Total Debt as of such day to (ii) Total Assets as of the last day of the Test Period of the Borrower most recently ended on or prior to such day.

“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee, and accepted by each Person required pursuant to Section 8.07, in substantially the form of Exhibit C hereto (or such other form as agreed by the Agent and the Borrower).

“Auto-Extension Letter of Credit” has the meaning specified in Section 2.03(a).

“Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing).

“Available Tenor” has the meaning specified in Section 2.22(f).

“Bail-In Action” has the meaning specified in Section 8.14.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the highest of (a) the Prime Rate; (b) ^1^⁄2 of one percent per annum above the Federal Funds Rate; and (c) Term SOFR for a one-month tenor plus 1.10%; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement.

“Base Rate Advance” means an Advance that bears interest as provided in Section 2.07(a)(i).

“Benchmark” has the meaning specified in Section 2.22(f).

“Benchmark Replacement” has the meaning specified in Section 2.22(f).

“Benchmark Replacement Adjustment” has the meaning specified in Section 2.22(f).

“Benchmark Replacement Date” has the meaning specified in Section 2.22(f).

“Benchmark Transition Event” has the meaning specified in Section 2.22(f).

“Benchmark Transition Start Date” has the meaning specified in Section 2.22(f).

“Benchmark Unavailability Period” has the meaning specified in Section 2.22(f).

“Beneficial Ownership Certification” means a certification regarding individual beneficial ownership solely to the extent required by the Beneficial Ownership Regulation.

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

“Borrower Information” has the meaning specified in Section 8.08.

“Borrowing” means a borrowing consisting of simultaneous Advances of the same Class and Type made, converted or continued on the same date and, in the case of SOFR Advances, having the same Interest Period.

“Brookfield Control Event” means (a) the Brookfield Sponsor acquires ownership, directly or indirectly, beneficially or of record, of Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower and (b) the GATX Guarantor no longer owns, directly or indirectly, Equity Interests in any portion of the Borrower.

“Brookfield Guarantor” has the meaning specified in Section 8.16(b).

“Brookfield Guarantor Election” has the meaning specified in Section 8.16(b).

“Brookfield Sponsor” means, collectively, Brookfield Asset Management, Brookfield Infrastructure Partners L.P., or Brookfield Infrastructure Fund V and any of their respective Affiliates, and any trust, fund, company, partnership or person owned, managed, sponsored or advised, directly or indirectly, by Brookfield Asset Management, Brookfield Infrastructure Partners L.P., Brookfield Super-Core Infrastructure Partners L.P. or Brookfield Infrastructure Fund V or any direct or indirect subsidiaries of any such trust, fund, company, partnership or person, but, for the avoidance of doubt, excluding any of the respective portfolio companies of any of the foregoing.

“Bulk Sale” means (a) any single sale, transfer or other disposition of the Borrower’s assets, that is not in the ordinary course of the Borrower’s business, where the book value of the assets sold, transferred, or disposed of in such transaction exceeds twenty percent (20%) of the aggregate book value of all of the Borrower’s assets as of the Bulk Sale Date or (b) a series of related or unrelated sales, transfers, or other dispositions of the Borrower’s assets, that is not in the ordinary course of the Borrower’s business, where the aggregate book value of the assets sold, transferred, or disposed of in such transactions during any fiscal year of the Borrower exceeds thirty percent (30%) of the aggregate book value of all of the Borrower’s assets.

“Bulk Sale Date” means the date of the relevant Bulk Sale, determined at the Borrower’s option (which option shall be exercised on the date of the consummation of such sale), the (x) definitive agreement relating to such sale or (y) the consummation of such sale, if, on the date so selected, the purchasers of the assets the subject of the Bulk Sale have notice or, after reasonable inquiry would have had notice, that the Borrower will not continue to operate the business it operated on the Closing Date or any Similar Business after the consummation of such sale.

“Business Day” means a day of the year other than a Saturday or Sunday or a day on which banks are not required or authorized by law to close in New York, New York.

“Capital Lease Obligations” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that, notwithstanding anything to the contrary in any Loan Document,, no obligations under any operating lease (or lease that would have been characterized as an operating lease prior to giving effect to ASC 842 (Leases), regardless of whether such lease was entered into prior to or after such time) (whether or not required to be capitalized and reflected as a liability on a balance sheet) shall be Capital Lease Obligations.

“Cash Collateralize” means, in respect of an obligation, to provide and pledge (as a first priority perfected security interest) cash collateral in U.S. dollars, at a location and pursuant to documentation in form and substance satisfactory to the Agent, each Issuing Bank and each Swing Line Bank (and “Cash Collateralization” and “Cash Collateralized” have a corresponding meaning).

“Cash Flow” means, for any Test Period, the sum, for the GATX Guarantor and its consolidated subsidiaries, of the following: (a) net income, plus (b) income Taxes, plus (c) non-cash provisions for, or actual write-offs or impairments of, assets (without duplication in respect of any prior period), plus (d) Fixed Charges.

“Change of Control” means, from and after the Closing Date (after giving effect to the Closing Date Transactions):

(a) at any time prior to the consummation of an initial public offering of the Borrower (or a direct or indirect parent company that owns 100% of the Equity Interests of the Borrower), consummation of a transaction that results in the Permitted Holders and any employee benefit plan of the Borrower and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan collectively, ceasing to own, directly or indirectly, beneficially or of record, Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower;

(b) at any time after the consummation of an initial public offering of the Borrower (or a direct or indirect parent company that owns 100% of the Equity Interests of the Borrower), consummation of a transaction that results in any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder), other than Permitted Holders, any underwriters in connection with such initial public offering, and any employee benefit plan of the Borrower and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan collectively, acquiring ownership, directly or indirectly, beneficially or of record, of Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower;

(c) at any time that the GATX Guarantor Controls the Borrower and the Borrower does not maintain any external investment grade rating:

(i) consummation of a transaction that results in any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder), other than Permitted Holders, any underwriters in connection with an initial public offering of the Borrower (or a direct or indirect parent company that owns 100% of the Equity Interests of the Borrower), and any employee benefit plan of the Borrower and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, collectively, acquiring ownership, directly or indirectly, beneficially or of record, of Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the GATX Guarantor; and

(ii)

(A) the GATX Guarantor ceases to have any external investment grade rating within 45 days after the event described in clause (i) above that is not, within such period, subsequently obtained or upgraded to an external investment grade rating (the day immediately following such 45 day period, the “Rating Trigger Date”), and

(B) the relevant rating agency announces publicly or confirms in writing to the GATX Guarantor that the downgrade or withdrawal of an external investment grade rating resulted, in whole or in part, from the occurrence of the event described in clause (i) above; and

(iii) within 60 days after the Rating Trigger Date, neither a New Guarantor Election shall have been made, nor shall the Borrower have obtained any external investment grade rating; or

(d) at any time after the occurrence of the Brookfield Control Event (other than in connection with a transaction or series of transactions that results in a Specified Permitted Holder, any underwriters in connection with an initial public offering of the Borrower (or a direct or indirect parent company that owns 100% of the Equity Interests of the Borrower), and any employee benefit plan of the Borrower and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, collectively acquiring, directly or indirectly, ownership of 100% of the Equity Interests of the Borrower), solely to the extent that (i) the Borrower does not maintain any external investment grade rating at such time and (ii) a New Guarantor Election has not occurred or does not occur substantially simultaneously with the closing of such transaction, consummation of a transaction that results in any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder), other than any underwriters in connection with an initial public offering of the Borrower (or a direct or indirect parent company that owns 100% of the Equity Interests of the Borrower), and any employee benefit plan of the Borrower and its Subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan, collectively, acquiring ownership, directly or indirectly, beneficially or of record, of Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower;

provided that, notwithstanding the foregoing, if, following the sale of Equity Interests of the Borrower, (1) the GATX Guarantor no longer owns, directly or indirectly, Equity Interests in any portion of the Borrower, (2) a Specified Permitted Holder owns Equity Interests representing more than fifty percent (50%) of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower, (3) the Borrower does not maintain any external investment grade rating on a pro forma basis immediately after giving effect to such transaction and (4) a New Guarantor Election has not occurred or does not occur substantially simultaneously with the closing of such transaction, then the Specified Permitted Holder shall be excluded from the definition of Permitted Holders for purposes of clauses (a) and (b) above.

“Class” means (a) with respect to Commitments or Advances, those of such Commitments or Advances that have the same terms and conditions (without regard to differences in the Type of Advance, Interest Period, upfront fees, original issue discount or similar fees paid or payable in connection with such Commitments or Advances, or differences in Tax treatment (e.g., “fungibility”)) and (b) with respect to Lenders, those of such Lenders that have Commitments or Advances of a particular Class.

“Closing Cash Consideration” means cash consideration required to be paid by the Borrower on the Escrow Release Date to consummate the Closing Date Transactions, which payment shall be made from the release of amounts in escrow in accordance with the terms of the Escrow Agreement.

“Closing Date” means the date (which date is not a Business Day) that the Closing Date Transactions are consummated (but for the payment of the purchase price therefor).

“Closing Date Material Adverse Effect” means a “Material Adverse Effect” as that term is defined in the Purchase Agreement.

“Closing Date Transaction Expenses” means any fees, expenses, costs or charges incurred or paid by the Sponsors, the GATX Guarantor, the Borrower or any Subsidiary in connection with the Closing Date Transactions including any expenses in connection with hedging transactions, payments to officers, employees and directors as change of control payments, severance payments, special or retention bonuses and charges for repurchase or rollover of, or modifications to, stock options or restricted stock.

“Closing Date Transactions” means, collectively, (a) the Equity Contribution and transactions related or incidental to, or in connection, therewith, (b) the transactions contemplated by Section 2.1 and Section 2.5 of the Purchase Agreement and transactions related or incidental to, or in connection, therewith, (c) the funding of the Escrow Funding Date Advances, and (d) the payment of Closing Date Transaction Expenses.

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

“Commitment” means any Term Commitment, Revolving Credit Commitment, Letter of Credit Commitment, Swing Line Commitment, Incremental Commitment or Extended Commitment, as the context may require.

“Commitment Letter” means that certain amended and restated commitment letter, including all exhibits and annexes thereto, dated June 27, 2025, by and among Wells Fargo Bank, National Association, Wells Fargo Securities, LLC, Bank of America, N.A., BofA Securities, Inc., MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, Credit Agricole Corporate & Investment Bank, PNC Bank, National Association, U.S. Bank National Association, The Huntington National Bank, ING Capital LLC, Regions Bank, and the Borrower.

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” has the meaning specified in Section 8.02(d)(ii).

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

“Consenting Lender” means any Lender that is not a Non-Consenting Lender.

“consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

“Convert”, “Conversion” and “Converted” each refers to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.08 or 2.09.

“Covered Entity” means any of the following:

(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party” has the meaning assigned to it in Section 8.19.

“Cure Amount” has the meaning specified in Section 6.02(a).

“Cure Expiration Date” has the meaning specified in Section 6.02(a)(i).

“Customary Bridge Facility” means bridge financings, escrow or other similar arrangements, the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the Latest Maturity Date in effect at the time such Customary Bridge Facility becomes effective.

“Debt Fund Affiliate” means, with respect to any Permitted Holder, any Affiliate of such Permitted Holder that (i) is primarily engaged in making, purchasing, holding or trading commercial loans, bonds or similar extensions of credit in the ordinary course, (ii) is managed or advised by such Permitted Holder or an Affiliate thereof, (iii) maintains customary information barriers reasonably designed to prevent the sharing of borrower or facility non-public information with the Permitted Holder and its controlled Affiliates (other than the applicable investment adviser), and (iv) is not a Disqualified Lender; provided that no investment fund, account or vehicle shall be a Debt Fund Affiliate solely by virtue of a passive, non-controlling investment by a Permitted Holder or its Affiliates, and no person shall be a Debt Fund Affiliate if any Permitted Holder or its controlled Affiliates, directly or indirectly, has the right to direct or approve such person’s investment decisions in respect of the loans or Commitments hereunder.

“Debtor Relief Laws” means the Bankruptcy Code of the United States, 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 or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.

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

“Default Interest” has the meaning specified in Section 2.07(b).

“Defaulting Lender” means, at any time, subject to Section 2.20(c), (i) any Lender that has failed for three (3) or more Business Days to comply with its obligations under this Agreement to make an Advance, make a payment to an Issuing Bank in respect of a drawing under a Letter of Credit, make a payment to a Swing Line Bank in respect of a Swing Line Advance or make any other payment due hereunder (each, a “funding obligation”), unless such Lender has notified the Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding has not been satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing), (ii) any Lender that has notified the Agent, the Borrower, an Issuing Bank or a Swing Line Bank in writing, or has stated publicly, that it does not intend to comply with its funding obligations hereunder, unless such writing or statement states that such position is based on such

Lender’s determination that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with the applicable default, if any, will be specifically identified in such writing or public statement), (iii) any Lender that has defaulted on its funding obligations under other loan agreements or credit agreements generally under which it has commitments to extend credit or that has notified, or whose Parent Company has notified, the Agent or the Borrower in writing, or has stated publicly, that it does not intend to comply with its funding obligations under loan agreements or credit agreements generally, (iv) any Lender that has, for three (3) or more Business Days after written request of the Agent or the Borrower, failed to confirm in writing to the Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender will cease to be a Defaulting Lender pursuant to this clause (iv) upon the Agent’s and the Borrower’s receipt of such written confirmation), or (v) any Lender with respect to which, or with respect to the Parent Company of which, a Lender Insolvency Event has occurred and is continuing; provided that a Lender Insolvency Event shall not be deemed to occur with respect to a Lender or its Parent Company solely as a result of the acquisition or maintenance of an ownership interest in such Lender or Parent Company by a Governmental Authority or instrumentality thereof where such action 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 or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Agent that a Lender is a Defaulting Lender under any of clauses (i) through (v) above will be conclusive and binding absent manifest error, and such Lender will be deemed to be a Defaulting Lender (subject to Section 2.20(c)) upon notification of such determination by the Agent to the Borrower, the Issuing Banks, the Swing Line Banks and the Lenders.

“Disclosed Litigation” means litigation set forth on Schedule 4.01(f) hereto.

“Disqualified Equity Interest” means any Equity Interest that, by its terms (or the terms of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening of any event or condition (a) matures or is mandatorily redeemable (other than solely for Equity Interests that are not Disqualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control, asset sale or other requirement to make a customary offer to repurchase upon a “fundamental change” (or similar event) that is customary at the time of incurrence or issuance so long as any rights of the holders thereof upon the occurrence of such event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder thereof, in whole or in part, (c) provides for scheduled payments of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests (except as a result of a change of control, asset sale or other requirement to make a customary offer to repurchase upon a “fundamental change” (or similar event) that is customary at the time of incurrence or issuance so long as any rights of the holders thereof upon the occurrence of such event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in each case, prior to the date that is ninety-one days after the latest Maturity Date in effect at the time of the incurrence or issuance thereof (measured at the time of the incurrence or issuance thereof); provided that if such Equity Interests are issued pursuant to a plan for the benefit of employees of the Borrower or any Subsidiary or by any such plan to such employees, such Equity Interests shall not constitute Disqualified Equity Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability.

“Disqualified Lenders” means (a) any natural person, and any holding company, investment vehicle or trust for, or owned and operated by or for the primary benefit of, a natural person; (b) those Persons identified in writing by the Borrower to the Lead Arrangers from time to time prior to the Closing Date or to the Agent on or after the Closing Date; (c) any person that is a competitor of any of the Sponsors, the Borrower, its Subsidiaries, or the Sellers (as that term is defined in the Purchase Agreement) or the Seller’s (as that term is defined in the Purchase Agreement) subsidiaries, and any person Controlling or Controlled by any of the foregoing, in each case that is identified in writing by the Borrower to the Lead Arrangers prior to the Closing Date or to the Agent on or after the Closing Date; and (d) any Affiliate of any Person identified in clauses (b) or (c) above that is (i) identified in writing by the Borrower from time to time or (ii) clearly identifiable as an Affiliate solely on the basis of the similarity of its name (other than bona fide debt funds that purchase commercial loans in the ordinary course of business). For the avoidance of doubt, any designation by the Borrower of a Disqualified Lender shall not apply retroactively.

“Dollar” and “$” mean lawful money of the United States.

“Eligible Assignee” means (a) a Lender; (b) an Affiliate of a Lender that is in the business of making and/or buying loans of the type described herein; (c) an Approved Fund; and (d) any other Person approved by the Agent, each Issuing Bank and each Swing Line Bank and, unless a Specified Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 8.07, the Borrower, such approvals not to be unreasonably withheld or delayed; provided, however, that none of (i) the Borrower, (ii) an Affiliate of the Borrower (other than a Debt Fund Affiliate or, subject to Section 8.07(g), any other Affiliated Lender), (iii) a Defaulting Lender, or (iv) a Disqualified Lender shall qualify as an Eligible Assignee.

“Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, written notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or (with respect to exposure to Hazardous Materials) to health and safety matters.

“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any of its Subsidiaries directly or indirectly resulting from or based upon (a) violation of any applicable Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“Equity Contribution” means the direct or indirect contribution to the Borrower, by the Sponsors, of an aggregate amount of cash equity in the form of common equity of the Borrower (or in such other form that is reasonably acceptable to the Lead Arrangers) that represents not less than twenty-five percent (25%) of the sum of (a) the aggregate principal amount of the Escrow Funding Date Advances, and (b) the aggregate amount of such equity investment in the Borrower by the Sponsors on the Escrow Funding Date.

“Equity Interests” means shares, shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the notice period is waived); (b) with respect to any Plan, the failure to satisfy the minimum funding standard described in Section 412 of the Code or Section 302 of ERISA, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal (within the meanings of Section 4203 or 4205 of ERISA) from any Multiemployer Plan; or (g) a determination that a Multiemployer Plan is insolvent within the meaning of Title IV of ERISA or is in “endangered” or “critical” status within the meaning of Section 432 of the Code or Section 305 of ERISA.

“Erroneous Payment” has the meaning specified in Section 7.11(a).

“Erroneous Payment Deficiency Assignment” has the meaning specified in Section 7.11(d).

“Erroneous Payment Return Deficiency” has the meaning specified in Section 7.11(d).

“Escrow Agent” means U.S. Bank National Association, in its capacity as escrow agent under the Escrow Agreement.

“Escrow Agreement” means that certain Escrow Agreement, dated as of the date hereof, by and among the Borrower, Wells Fargo Bank, N.A. in its capacity as Seller (as defined in the Purchase agreement), the Agent, the Escrow Agent and certain other parties.

“Escrow Funding Date Advances” means Advances made by Lenders on the Escrow Funding Date.

“Escrow Funding Date” means the Business Day on which the conditions precedent set forth in Section 3.01 are satisfied (or waived by the Lead Arrangers).

“Escrow Release Date” means the Closing Date.

“Escrow Recipient” means (solely to the extent provided in the Escrow Agreement) the Seller (as defined in the Purchase Agreement) (or its designee), the Borrower (or its designee), and/or any Subsidiary of the Borrower (or any such Subsidiary’s designee), as applicable.

“Events of Default” has the meaning specified in Section 6.01.

“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty **** of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such 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 Guaranty of such Guarantor, or the grant by such Guarantor of a security interest, becomes effective with respect to such Swap Obligation; provided that, for the avoidance of doubt, in determining whether any Guarantor is an “eligible contract participant” under the Commodity Exchange Act, any applicable “keepwell, support or other agreement” for the benefit of such Guarantor shall be taken into account. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to hedging transactions for which such Guaranty is or becomes illegal.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) Taxes imposed on (or measured by) net income (however denominated), franchise Taxes and branch profit Taxes, in each case, (i) imposed by the United States of America (or any political subdivision thereof), or by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, (b) in the case of a Lender, any United States withholding Tax that is imposed on amounts payable to such Lender at the time such Lender (i) acquires such interest in a Loan or Commitment or otherwise becomes a party to this Agreement (other than an assignee pursuant to a request by the Borrower under Section 2.21), (ii) makes an Advance from a new Applicable Lending Office, or (iii) designates a new lending office, except in each case to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding Taxes pursuant to Section 2.14, (c) is attributable to such Lender’s failure or inability to comply with Section 2.14(g), (d) any Taxes imposed pursuant to FATCA and (e) all liabilities, penalties, and interest incurred with respect to any of the foregoing.

“Extended Advances” means Advances made by an Extending Lender.

“Extended Commitments” means the Commitments held by an Extending Lender.

“Extending Lender” means each Lender accepting an Extension Offer.

“Extension” has the meaning specified in Section 2.19(b)(i).

“Extension Amendment” has the meaning specified in Section 2.19(b)(ii).

“Extension Offer” has the meaning specified in Section 2.19(b)(i).

“Facility” means any Term Facility, Revolving Credit Facility, Letter of Credit Facility, Swing Line Facility, any Extended Advances, any Extended Commitments, any Refinancing Advances, and any Incremental Facility, as the context may require.

“FATCA” means Sections 1471 through 1474 of the Code, as in effect as of the Closing Date (or any amended or successor version or similar requirement of law that is substantively comparable and not materially more onerous to comply with), any U.S. Treasury Regulations or other administrative guidance promulgated thereunder, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules, practice or official guidance adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal to the rates on overnight Federal funds transactions with members of the Federal Reserve System, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it; provided, further, that if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.

“Fed Funds Swing Line Advance” means a Swing Line Advance that bears interest as provided in Section 2.07(a)(iii).

“Fee Letter” means that certain amended and restated fee letter dated as of June 27, 2025 among Borrower, Wells Fargo, Bank of America, N.A., MUFG Bank, Ltd., Sumitomo Mitsui Banking Corporation, Credit Agricole Corporate & Investment Bank, PNC Bank, National Association, U.S. Bank National Association, The Huntington National Bank, ING Capital LLC and Regions Bank (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Financial Covenant” has the meaning specified in Section 5.03.

“Fixed Charge Coverage Ratio” means, for any day, the ratio of (a) Cash Flow for the Test Period of the GATX Guarantor and its consolidated subsidiaries most recently ended on or prior to such day to (b) Fixed Charges for such Test Period of the GATX Guarantor and its consolidated subsidiaries most recently ended on or prior to such day.

“Fixed Charges” means the sum, for any period for the GATX Guarantor and its consolidated subsidiaries, of the following: (a) Interest Expense for such period plus (b) an estimate of that portion of minimum rents under operating leases representing the interest factor for such period, as calculated by the GATX Guarantor in its reasonable discretion.

“Floor” has the meaning specified in Section 2.22(f).

“Foreign Lender” means any Lender that is not a U.S. Person.

“Fronting Exposure” means, at any time there is a Revolving Lender that is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Ratable Share of the aggregate Available Amount of outstanding Letters of Credit and Revolving Credit Advances made by an Issuing Bank in accordance with Section 2.03 with respect to Letters of Credit issued by such Issuing Bank that have not been funded by the Revolving Lenders (collectively, the “L/C Exposure”) other than L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to any Swing Line Bank, such Defaulting Lender’s Ratable Share of outstanding Swing Line Advances made by such Swing Line Bank other than Swing Line Advances as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders.

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.

“GAAP” means generally accepted accounting principles set forth in the Financial Accounting Standards Board (FASB) Accounting Standards Codification (as amended from time to time) or in such other statements by such other authoritative entity as may be approved by a significant segment of the accounting profession in the United States, which are applicable to the circumstances as of the date of determination.

“GATX Guarantor” means GATX Corporation, a New York corporation.

“GATX Guaranty” means that certain Guaranty Agreement, dated as of even date herewith and entered by the GATX Guarantor in favor of Agent (as amended, amended and restated, revised, replaced, supplemented or otherwise modified from time to time).

“GATX Sponsor” means, collectively, GATX Corporation, a New York corporation, and any Affiliate thereof.

“Governmental Authority” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (including, but not limited to, obligations in respect of any Hedging Agreement) or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.

“Guaranteed Obligations” means any and all of the obligations of the Borrower, whether for principal, interest, premiums, fees, indemnities, damages, costs, expenses or otherwise, incurred or arising under (x) this Agreement and any of the other Loan Documents (including all renewals, extensions, amendments, refinancings and other modifications thereof and all costs, attorneys’ fees and expenses incurred by the Agent and the Lenders in connection with the collection or enforcement thereof (including any interest, premiums, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code or any other Debtor Relief Laws)) and (y) any Hedging Agreement (a “Guaranteed Hedge Agreement”), in the case of such Hedging Agreement, between the Borrower and any Person that is a Lender or an Affiliate of a Lender on the Closing Date (in the case of any Hedging Agreement in effect on the Closing Date) or at the time that it becomes a party to such Hedging Agreement (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise; provided, that “Guaranteed Obligations” of a Guarantor shall exclude any Excluded Swap Obligations of such Guarantor.

“Guarantors” has the meaning specified in Section 8.16(c).

“Guaranty” means the GATX Guaranty and any Guarantee of the Guaranteed Obligations delivered pursuant to Section 8.16.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Agreement” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, 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 (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Incremental Advances” has the meaning specified in Section 2.23(a).

“Incremental Amendment” has the meaning specified in Section 2.23(e).

“Incremental Commitment” means any Incremental Term Commitment or Incremental Revolving Commitment.

“Incremental Facility” has the meaning specified in Section 2.23(a).

“Incremental Fixed Basket” has the meaning specified in Section 2.23(c)(i).

“Incremental Revolving Advances” has the meaning specified in Section 2.23(a).

“Incremental Revolving Commitment” means the commitment of a Lender to make or otherwise fund an Incremental Revolving Advance and “Incremental Revolving Commitments” means such commitments of all Lenders in the aggregate.

“Incremental Revolving Facility” has the meaning specified in Section 2.23(a).

“Incremental Revolving Lender” has the meaning specified in Section 2.23(i).

“Incremental Term Advances” has the meaning specified in Section 2.23(a).

“Incremental Term Commitment” means the commitment of a Lender to make or otherwise fund an Incremental Term Commitment and “Incremental Term Commitments” means such commitments of all Lenders in the aggregate.

“Incremental Term Facility” has the meaning specified in Section 2.23(a).

“Indebtedness” of any Person means, without duplication:

(a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind;

(b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

(d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;

(e) all obligations of such Person in respect of the deferred purchase price of property or services (other than (x) trade and other accounts payables and other accrued liabilities incurred in the ordinary course of business, (y) deferred compensation arrangements and (z) earn-out obligations, until such obligation becomes a liability on the balance sheet of such Person in accordance with GAAP and is not paid within 60 days after becoming due and payable following expiration of any dispute resolution mechanics set forth in any agreement governing the applicable transaction) which purchase price is due more than 6 months from the date of incurrence of the obligation in respect thereof);

(f) all Indebtedness of others secured by any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

(g) all Guarantees by such Person of Indebtedness of others; provided that the amount of any such Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith;

(h) all Capital Lease Obligations of such Person; provided that, notwithstanding anything to the contrary in any Loan Document, any lease, concession or license of property (or guarantee thereof) that would be considered an operating lease under GAAP without giving effect to ASC 842 (Leases), regardless of whether such lease was entered into prior to or after the time that ASC 842 (Leases) went into effect, shall not be Indebtedness;

(i) all obligations of such Person in respect of Disqualified Equity Interests;

(j) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty; and

(k) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances,

provided, however, that “Indebtedness” shall not include (x) Secured Nonrecourse Obligations, (y) nonrecourse obligations incurred in connection with leveraged lease transactions as determined in accordance with GAAP or (z) loans or advances made by the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries to the extent that such loans or advances are made or issued in the ordinary course of business and have a term of 364 days or less (inclusive of any rollover or extension of the term).

“Indemnified Costs” has the meaning specified in Section 7.05(a).

“Indemnified Party” has the meaning specified in Section 8.04(b).

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

“Inside Maturity Exception” means Indebtedness that is (a) a Customary Bridge Facility, or (b) Indebtedness incurred pursuant to the Inside Maturity Exception in accordance with the terms of this Agreement in an aggregate amount not to exceed the greater of (x) $500,000,000 and (y) twenty percent (20%) of the book value of Total Assets as of the applicable date of determination.

“Interest Expense” means, for any period, the sum, for the GATX Guarantor and its consolidated Subsidiaries, of the following: (a) all interest in respect of Indebtedness (including the interest component of any payments in respect of Capital Lease Obligations) accrued or capitalized during such period (whether or not actually paid during such period) plus (b) the net amount payable (or minus the net amount receivable) under hedging agreements relating to interest during such period (whether or not actually paid or received during such period).

“Interest Period” means, for each SOFR Advance comprising part of the same Borrowing, the period commencing on the date of such SOFR Advance or the date of the Conversion of any Base Rate Advance into such SOFR Advance and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, three or six months, as the Borrower may, upon notice not later than 1:00 pm (New York City time) on the third U.S. Government Securities Business Day prior to the first day of such Interest Period to the Agent (which shall promptly notify each of the Lenders), select; provided, however, that:

(a) the Borrower may not select any Interest Period that ends after the Maturity Date;

(b) Interest Periods commencing on the same date for SOFR Advances comprising part of the same Borrowing shall be of the same duration;

(c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day, provided, however, that, in the case of an Interest Period measured in months, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day;

(d) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month; and

(e) if the Borrower does not select an Interest Period for any such SOFR Advance, the Interest Period for such Advance will be deemed to be three months.

“IRS” has the meaning specified in Section 2.14(g).

“Issuing Bank” means an Initial Issuing Bank, an Additional Lender that is a Revolving Lender or any Eligible Assignee to which a portion of the Letter of Credit Commitment hereunder has been assigned pursuant to Section 8.07 or any other Revolving Lender so long as such Eligible Assignee or Revolving Lender expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Agent of its Applicable Lending Office and its Letter of Credit Commitment (which information shall be recorded by the Agent in the Register), for so long as the Initial Issuing Bank, Additional Lender that is a Revolving Lender, Eligible Assignee or Revolving Lender, as the case may be, shall have a Letter of Credit Commitment. Any Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to any Letter of Credit issued by such Affiliate.

“JV Guarantors” has the meaning specified in Section 8.16(b).

“L/C Cash Collateral Account” means an interest bearing cash collateral account to be established and maintained by the Agent, over which the Agent shall have sole dominion and control, upon terms as may be satisfactory to the Agent.

“L/C Exposure” has the meaning specified in the definition “Fronting Exposure”.

“L/C Related Documents” has the meaning specified in Section 2.06(b)(i).

“Latest Maturity Date” means, at any date of determination, the latest maturity or expiration date applicable to any Advance or Commitment hereunder at such time, including the latest maturity or expiration date of any Incremental Advances, any Refinancing Advances or any Extended Advances, in each case as extended in accordance with this Agreement from time to time.

“LCT Election” has the meaning specified in Section 1.06.

“LCT Test Date” has the meaning specified in Section 1.06.

“Lead Arrangers” means, collectively, Wells Fargo, BofA Securities, Inc., MUFG Bank, Ltd., and Sumitomo Mitsui Banking Corporation.

“Lender Insolvency Event” means that (a) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (b) a Lender or its Parent Company is the subject of a bankruptcy, insolvency, reorganization, liquidation or similar proceeding or a Bail-In Action, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for a Lender or its Parent Company, or a Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment.

“Lenders” means the Initial Lenders, each Issuing Bank and each Person that shall become a party hereto as a Lender pursuant to Section 2.19(a), Section 2.19(b), Section 2.23 or Section 8.07.

“Letter of Credit” has the meaning specified in Section 2.01(b).

“Letter of Credit Agreement” has the meaning specified in Section 2.03(a).

“Letter of Credit Commitment” means, with respect to each Initial Issuing Bank, the amount set forth opposite the Initial Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if an Issuing Bank has entered into one or more Assignment and Assumptions, the amount set forth for such Issuing Bank in the Register maintained by the Agent pursuant to Section 8.07(c) as such Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Letter of Credit Facility” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Issuing Banks’ Letter of Credit Commitments at such time and (b) $50,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Letter of Credit Fee” has the meaning specified in Section 2.04(c).

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset, other than an operating lease.

“Limited Condition Transaction” means (a) any acquisition, including by means of a merger, amalgamation or consolidation, or other investment permitted hereunder by the Borrower or one or more of its Subsidiaries, the consummation of which is not conditioned on the availability of, or on obtaining, third-party financing or in connection with which any fee or expense would be payable by the Borrower or its Subsidiaries to the seller or target in the event the financing to consummate the acquisition is not obtained as contemplated by the definitive acquisition agreement, (b) disposition that the Borrower or a Subsidiary is obligated to consummate pursuant to a binding contractual obligation, (c) repayment, repurchase or refinancing of Indebtedness with respect to which an irrevocable notice of repayment (or similar irrevocable notice) is delivered, or (d) any declaration of a Restricted Payment in respect of, or irrevocable advance notice of, or any irrevocable offer to, purchase, redeem or otherwise acquire or retire for value, any Equity Interests of Borrower that is not subject to obtaining financing.

“Loan Documents” means this Agreement, each Guaranty, each Note, and any Incremental Amendment, Extension Amendment or Refinancing Amendment.

“Loan Parties” has the meaning specified in Section 8.13.

“LTL Management Services Agreement” means that certain management services agreement, dated as of December 31, 2025, by and between GATX Corporation, a New York corporation, and Michigan U.S. Holdings LP, a Delaware limited partnership (as the same may be amended, restated, amended and restated, modified or otherwise supplemented from time to time).

“Management Services Agreements” means, collectively, the LTL Management Services Agreement and the Rail Portfolio Management Services Agreement.

“Material Adverse Effect” means a material adverse effect on (a) the business, financial condition, operations or properties of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its obligations under this Agreement (including the timely payment of all amounts due hereunder), (c) the rights of or benefits available to the Agent and the Lenders under this Agreement or (d) the validity or enforceability of this Agreement.

“Material Indebtedness” means Indebtedness (other than the Advances), or obligations in respect of one or more Hedging Agreements, of any Person in a principal amount exceeding $75,000,000. For purposes of determining Material Indebtedness, the “principal amount” of the obligations of any Person in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that such Person would be required to pay if such Hedging Agreement were terminated at such time.

“Material Subsidiary” means each Subsidiary that either (a) as of the end of the most recently completed fiscal year of the Borrower for which audited financial statements are available, has assets that exceed 5% of the total consolidated balance sheet assets of the Borrower and all of its Subsidiaries, as of the last day of such period or (b) for the most recently completed fiscal year of the Borrower for which audited financial statements are available, has revenues that exceed 10% of the consolidated revenue of the Borrower and all of its Subsidiaries for such period.

“Maturity Date” means December 31, 2030, as such date may be extended with respect to any particular Class pursuant to Section 2.19(b).

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

“Multiemployer Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA that is subject to Title IV of ERISA and with respect to which the Borrower or any ERISA Affiliate is required to contribute, or with respect to which the Borrower or any ERISA Affiliate has any liability or obligation as an “employer” as defined in Section 3(5) of ERISA.

“Net Proceeds” means:

(a) with respect to any asset sale or other disposition, the aggregate cash proceeds received by the Borrower or any Subsidiary in respect thereof (including cash received by way of deferred payment pursuant to a note or installment receivable or otherwise, conversion of non-cash consideration, cash payments in respect of purchase price adjustments or otherwise, but only as and when such cash is actually received), minus

(i) out of pocket costs directly relating to such sale or disposition and the sale or disposition of any cash equivalents or other non-cash consideration received in connection therewith; (ii) legal, accounting and investment banking fees; (iii) payments made to any person who’s consent is required in connection with such asset sale or other disposition in order to obtain a necessary consent or required by applicable law; (iv) brokerage and sales commissions; (v) all dividends, distributions or other payments required to be made to minority interest holders in Subsidiaries as a result of any such asset sale or other disposition by a Subsidiary; (vi) the amount of any purchase price or similar adjustment claimed by any Person to be owed by the Borrower or any Subsidiary, until such time as such claim will have been settled or otherwise finally resolved, or paid or payable by the Borrower or any Subsidiary, in either case in respect of such asset sale or other disposition; (vii) costs and expenses in connection with unwinding any Hedging Agreement (or any obligation thereunder) in connection therewith; (viii) other fees and expenses, including title and recordation expenses; (ix) Taxes paid or payable (including amounts needed to make Tax Distributions) as a result thereof or any transactions occurring or deemed to occur to effectuate a payment under this Agreement (after taking into account any available deductions related thereto); (x) amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness or amounts required to be applied to the repayments of Indebtedness secured by a Lien on such assets and required (other than required by Section 2.10(b)(i)) to be paid as a result of such transaction; (xi) any deduction of appropriate amounts to be provided by the Borrower or any Subsidiary as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower or any Subsidiary after such sale or other disposition thereof (it being understood that such reserved amounts will be deemed to be “Net Proceeds” to the extent and at the time of any reversal thereof (to the extent not applied to the satisfaction of any applicable liabilities in cash in a corresponding amount)); and (xii) pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; and

(b) with respect to the incurrence or issuance of any Indebtedness by the Borrower or any Subsidiary or any stock or equity issuance by the Borrower or any Subsidiary, the excess, if any, of (i) the sum of the aggregate cash proceeds received in connection with such incurrence or issuance over (ii) all Taxes (including Tax Distributions) paid or estimated to be payable, and all fees (including investment banking fees, attorneys’ fees, accountants’ fees, underwriting fees and discounts), commissions, costs and other out-of-pocket expenses and other customary expenses incurred, in each case by the Borrower or such Subsidiary in connection with such incurrence or issuance.

“New Guarantor Election” has the meaning specified in Section 8.16(c).

“Non-Consenting Lender” means any Lender who does not agree to a consent, waiver or amendment in the event that (a) the Borrower or the Agent has requested that the Lenders consent to a departure or waiver of any provisions of this Agreement or any of the Loan Documents or agree to any amendment thereto, (b) the consent, waiver or amendment in question requires the agreement of all Lenders, all directly and adversely affected Lenders or all the Lenders or all directly and adversely affected Lenders with respect to a certain Class or Classes of the Advances/Commitments and (c) the Required Lenders, Required Revolving Lenders or Required Facility Lenders, as applicable, have agreed to such consent, waiver or amendment.

“Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.

“Note” means a promissory note of the Borrower payable to the order of any Lender, delivered pursuant to a request made under Section 2.16 in substantially the form of Exhibit A hereto (or such other form as agreed by the Agent and the Borrower), evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Advances made by such Lender.

“Notice of Borrowing” means a Notice of Term Borrowing, Notice of Issuance, Notice of Revolving Credit Borrowing or Notice of Swing Line Borrowing, as applicable.

“Notice of Issuance” has the meaning specified in Section 2.03(a).

“Notice of Revolving Credit Borrowing” has the meaning specified in Section 2.02(a)(ii).

“Notice of Swing Line Borrowing” has the meaning specified in Section 2.02(b).

“Notice of Term Borrowing” has the meaning specified in Section 2.02(a).

“Other Connection Taxes” means, with respect to any the Agent, any Lender or any other recipient of, any payment to be made by or on account of any obligation of the Borrower hereunder, 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 Advance or Loan Document).

“Other Taxes” means any and all present or future stamp or documentary Taxes intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignee pursuant to a request by the Borrower under Section 2.21)).

“Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, or if such Lender does not have a bank holding company, then any corporation, association, partnership or other business entity owning, beneficially or of record, directly or indirectly, a majority of the shares of such Lender.

“Participant” has the meaning assigned to such term in clause (d) of Section 8.07.

“Participant Register” has the meaning assigned to such term in clause (d) of Section 8.07.

“Payment Recipient” has the meaning specified in Section 7.11(a).

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

“Permitted Encumbrances” means:

(a) Liens for Taxes, assessments, levies or governmental charges or under ERISA that are not more than sixty (60) days overdue, or if more than sixty (60) days overdue (i) are being contested in accordance with Section 5.01(d), (ii) are unfiled and no other action has been taken to enforce such Liens, or (iii) with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect;

(b) (i) carriers’, warehousemen’s, mechanics’, suppliers’, processors’, materialmen’s, warehousemen’s, workmen’s, repairmen’s, landlord’s and other Liens (including in connection with the construction of facilities) in respect of obligations that are not more than sixty (60) days overdue, or if more than sixty (60) days overdue (x) are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves, (y) are unfiled and no other action has been taken to enforce such Liens, or (z) with respect to which the failure to make payment would not reasonably be expected to have a Material Adverse Effect, and (ii) bank guarantees, letters of credit and/or cash, cash equivalents and other deposits securing bank guarantees or letters of credit (and reimbursement obligations in respect of the foregoing), in each case securing or otherwise supporting the obligations described in clause (i) above, or otherwise securing or supporting the obligations described in this clause (ii);^^

(c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations;

(d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any of its Subsidiaries;

(f) banker’s liens and rights of set-off;

(g) Liens on any property or assets of any Person existing at the time such assets are acquired or such Person becomes a Subsidiary or is merged, amalgamated or consolidated with or into a Subsidiary (plus any modifications, refinancing, refundings, renewals, replacements and extensions of any such Liens so long as any such modification, refinancing, refunding, renewal, replacement or extension does not extend the Liens to any additional assets beyond the assets subject to such lien immediately prior to such modification, refinancing, refunding, renewal, replacement or extension unless any such

extension of Liens to additional assets would itself be a Permitted Encumbrance or otherwise permitted pursuant to the terms of this Agreement) and, in each case, not created in contemplation of or in connection with such event; provided that the property covered thereby is not changed in category or scope after such acquisition or after such Person becoming a Subsidiary;

(h) Liens securing payments of obligations that are not Indebtedness under leases entered into in the ordinary course of business;

(i) (x) Liens in favor of customs and revenue authorities to secure payment of customs duties in connection with the importation of goods in the ordinary course of business and other similar liens arising in the ordinary course of business, (y) Liens of sellers of goods to Company or any of its Subsidiaries arising under Article 2 of the Uniform Commercial Code or similar provisions of applicable law in the ordinary course of business and (z) to the extent, if any, constituting a Lien, Liens consisting of an agreement to sell, transfer, convey, lease or otherwise dispose of any asset or property or any negative pledge on or with respect to such asset or property in favor of the buyer thereof; and

(j) Liens in favor of the United States or any state or municipality thereof, or in favor of any other country or political subdivision thereof, to secure certain payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price, or, in the case of real property, the cost of construction, of the assets subject to such Liens, including, without limitation, such Liens incurred in connection with pollution control, industrial revenue, tax increment or similar financing.

“Permitted Holder Guarantor” has the meaning specified in Section 8.16(c).

“Permitted Holder Guarantor Election” has the meaning specified in Section 8.16(c).

“Permitted Holders” means:

(a) any of the Sponsors;

(b) each of the Affiliates and investment managers of the Brookfield Sponsor;

(d) any employee benefit plan of the Borrower and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan;

(e) any investment vehicles of members of management of the Borrower; provided that each of (i) natural persons and (ii) the Borrower shall be excluded from this clause (e);

(f) any Affiliate of the GATX Sponsor that is Controlled by the GATX Sponsor;

(g) any entity that is Controlled by an entity described in any of clauses (a) through (f);

(h) any Person (whether directly or indirectly through one or more of its Affiliates) that at the time immediately prior to acquiring Control of the Borrower (i) is experienced in investing in the transportation rental and leasing business (including, but not limited to railroad cars, boxcars, tank cars, hopper cars, flatcars, gondola cars, pressure differential cars and other specialty railcars) and (ii) (x) has (or is a direct or indirect subsidiary of a Person who has) a net worth or market capitalization of $500,000,000 or more or (y) has an external investment grade rating (with no potential or threatened downgrade thereof from the rating agency providing such external investment grade rating); and

(i) any one or more direct or indirect parent companies of the Borrower in which any combination of the Permitted Holders described in clauses (a) through (h), directly or indirectly, owns a majority of such parent company’s voting equity interests.

“Permitted Refinancing Indebtedness” has the meaning specified in Section 5.02(f)(vii).

“Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity, or a government or any political subdivision or agency thereof.

“Plan” means any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Prime Rate” means, for any day, the rate of interest in effect for such day as announced publicly from time to time by Agent as its prime rate (whether or not such rate is actually charged by Agent), which is not intended to be Agent’s lowest or most favorable rate of interest at any one time. Agent may make commercial loans or other loans at rates of interest at, above or below the Prime Rate. Any change in the Prime Rate announced by Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

“Process Agent” has the meaning specified in Section 8.11(a).

“Projections” has the meaning specified in Section 4.01(k).

“Public Debt Rating” shall mean, as of any date, the rating that has been most recently announced by either S&P or Moody’s, as the case may be, for any class of non-credit enhanced long-term senior unsecured debt issued by:

(a) the GATX Guarantor at any time that:

(i) the GATX Guarantor continues to hold any direct or indirect Equity Interest in the Borrower, and

(ii) the Borrower has not elected in a writing delivered to the Agent to have the Brookfield Guarantor, Permitted Holder Guarantor, or the Borrower be the applicable entity for purposes of determining the Public Debt Rating (the “Rating Election”);

(b) the Brookfield Guarantor, if a Rating Election has occurred electing the Brookfield Guarantor and the Brookfield Guarantor Election has been made;

(c) the Permitted Holder Guarantor, if a Rating Election has occurred electing the Permitted Holder Guarantor and the Permitted Holder Guarantor Election has been made; or

(d) the Borrower, if:

(i) a Rating Election has occurred electing the Borrower,

(ii) neither the GATX Sponsor, the Brookfield Sponsor nor a Specified Permitted Holder owns (directly or indirectly) any Equity Interest in the Borrower, or

(iii) neither clause (a), (b) nor (c) above then applies,

or, in each case, if any such rating agency shall have issued more than one such rating, the lowest such rating issued by such rating agency.

For purposes of the foregoing, (1) if only one of S&P and Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage shall be determined by reference to the available rating; (2) if neither S&P nor Moody’s shall have in effect a Public Debt Rating, the Applicable Margin and the Applicable Percentage will be set in accordance with Level 5 under the caption “Public Debt Rating S&P/Moody’s” in the definition “Applicable Margin”; (3) if the ratings established by S&P and Moody’s shall fall within different levels, the Applicable Margin and the Applicable Percentage shall be based upon the higher rating unless such ratings differ by two or more levels, in which case the applicable level will be deemed to be one level below the higher of such levels; (4) if any rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (5) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Public Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.

“Purchase Agreement” means that certain purchase agreement dated as of May 29, 2025 by and among Wells Fargo, Everen Capital Corporation, BLFX Leasing Holdings LLC, GATX Rail Locomotive Group, L.L.C., GATX Guarantor, and Borrower (as amended, restated, supplemented or otherwise modified from time to time, and together with all exhibits, schedules and disclosure letters thereto).

“Purchase Agreement Financials” means:

(a) the audited annual financial statements of the Business (as defined in the Purchase Agreement) as of and for the years ended December 31, 2023, and December 31, 2024; and

(b) the unaudited interim financial statements of the Business (as defined in the Purchase Agreement) as of June 30, 2025 and December 31, 2024, and for the six months ended June 30, 2025 and June 30, 2024, and for the nine months ended September 30, 2024 and September 30, 2025.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with 12 U.S.C. 5390(c)(8)(D).

“QFC Credit Support” has the meaning assigned to it in Section 8.19.

“Rail Portfolio Management Services Agreement” means that certain management services agreement, dated as of December 31, 2025, by and among GATX Corporation, a New York corporation, the Borrower, and Michigan U.S. Holdings LP, a Delaware limited partnership (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Ratable Share” of any amount means, with respect to any Lender at any time:

(a) with respect to all payments and computations relating to the Term Advances of a given Class of any Lender, the product of (x) a fraction the numerator of which is the amount of such Lender’s Term Commitment (or upon funding of the Term Advances, the outstanding principal amount of such Lender’s Term Advances) for such Class at such time and the denominator of which is the aggregate Term Commitments (or upon funding of the Term Advances, the outstanding principal amount of the Term Advances) for such Class at such time and (y) such amount; and

(b) with respect to all payments and computations relating to the Revolving Credit Advances of a given Class of any Revolving Lender and any Letters of Credit issued or participations purchased therein by any Revolving Lender or any participations in any Swing Line Advances purchased by any Revolving Lender, the product of (x) a fraction the numerator of which is the amount of such Revolving Lender’s Revolving Credit Commitment and Revolving Credit Advances for such Class at such time and the denominator of which is the aggregate Revolving Credit Commitments and Revolving Credit Advances for such Class at such time and (y) such amount.

“Rating Election” has the meaning specified in the definition “Public Debt Rating”.

“Refinancing Advances” means one or more Classes of Advances that result from a Refinancing Amendment.

“Refinancing Amendment” means an amendment to this Agreement in form and substance reasonably satisfactory to the Agent and the Borrower executed by each of (a) the Borrower, (b) the Agent and (c) each Additional Lender and Lender that agrees to provide any portion of the Refinancing Advances or Refinancing Commitments being incurred or provided pursuant thereto, in accordance with Section 2.19(a).

“Refinancing Commitments” means one or more Classes of Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Revolving Advances” means one or more Classes of Revolving Credit Advances that result from a Refinancing Amendment.

“Refinancing Revolving Commitments” means one or more Classes of Revolving Credit Commitments hereunder that result from a Refinancing Amendment.

“Refinancing Term Advances” means one or more Classes of Term Advances that result from a Refinancing Amendment.

“Refinancing Term Commitments” means one or more Classes of Term Commitments hereunder that result from a Refinancing Amendment.

“Register” has the meaning specified in Section 8.07(c).

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.

“Relevant Governmental Body” has the meaning specified in Section 2.22(f).

“Removal Effective Date” has the meaning specified in Section 7.07(b).

“Required Facility Lenders” means , with respect to one or more Facilities (other than any Revolving Credit Facility), at any time Lenders owed at least fifty percent (50%) of the then aggregate unpaid principal amount of the Advances owing to Lenders under such Facility or Facilities, or, if no such principal amount is then outstanding, Lenders holding at least fifty percent (50%) of the Commitments under such Facility or Facilities; provided that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Facility Lenders at such time the Advances owing to or Commitments of such Defaulting Lender under such Facility or Facilities at such time.

“Required Lenders” means at any time Lenders owed at least fifty percent (50%) of the then aggregate unpaid principal amount of the Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders holding at least fifty percent (50%) of the Commitments; provided that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Lenders at such time the Advances owing to or Commitments of such Defaulting Lender at such time.

“Required Revolving Lenders” means at any time Lenders owed at least fifty percent (50%) of the then aggregate unpaid principal amount of the Revolving Credit Advances owing to Lenders, or, if no such principal amount is then outstanding, Lenders holding at least fifty percent (50%) of the Revolving Credit Commitments; provided that if any Lender shall be a Defaulting Lender at such time, there shall be excluded from the determination of Required Revolving Lenders at such time the Advances owing to or Revolving Credit Commitments of such Defaulting Lender at such time.

“Resignation Effective Date” has the meaning specified in Section 7.07(a).

“Responsible Officer” means, with respect to a Person, the chief executive officer, chief operating officer, president, vice president, chief financial officer, treasurer, assistant treasurer, accounting officer, controller or other similar officer or Person performing similar functions, of such Person. With respect to any document delivered by the Borrower or the GATX Guarantor on the Escrow Funding Date, Responsible Officer includes any secretary or assistant secretary of such Person. Any document delivered hereunder that is signed by a Responsible Officer of the Borrower or the GATX Guarantor shall be conclusively presumed to have been authorized by all necessary corporate, partnership or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Person.

“Restricted Payment” has the meaning specified in Section 5.02(g).

“Revolving Commitment Fees” has the meaning specified in Section 2.04(b).

“Revolving Commitment Increase” has the meaning specified in Section 2.23(a).

“Revolving Credit Advance” means an advance by a Revolving Lender to the Borrower as part of a Revolving Credit Borrowing under Section 2.01(a)(ii), or by an Issuing Bank in accordance with Section 2.03(c), and refers to a Base Rate Advance or a SOFR Advance (each of which shall be a Type of Advance).

“Revolving Credit Borrowing” means any Facility consisting of Revolving Credit Advances and Revolving Credit Commitments.

“Revolving Credit Commitment” means as to any Revolving Lender (a) the amount set forth opposite such Revolving Lender’s name on Schedule I hereto as such Revolving Lender’s “Revolving Credit Commitment”, (b) if a Revolving Lender has entered into any Assignment and Assumption, the amount set forth for such Revolving Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05, or (c) if such Revolving Lender has agreed to provide any part of an Incremental Revolving Facility, Refinancing Revolving Commitment or Extended Commitment that is a Revolving Credit Commitment, the amount set forth in the Incremental Amendment, Refinancing Amendment, Extension Offer, or Extension Amendment (as applicable) entered into in connection therewith. The initial aggregate amount of the Revolving Credit Commitments as of the Closing Date was $250,000,000.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ Revolving Credit Commitments at such time.

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

“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor to its rating agency business.

“Sanctioned Country” means, at any time, a country or territory which is the subject or target of any comprehensive territorial Sanctions.

“Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or any Person in which such listed Person owns, directly or indirectly, a fifty percent (50%) or greater interest, or (b) any Person permanently located, organized or resident in a Sanctioned Country.

“Sanctions” means economic or financial sanctions, trade embargoes, imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State, or, the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“Secured Nonrecourse Obligations” means (a) secured obligations of the Borrower or any Subsidiary taken on a consolidated basis where recourse of the payee of such obligations is expressly limited to an assigned lease or loan receivable and the property related thereto, (b) debt of Single Transaction Subsidiaries or (c) liabilities of the Borrower or any Subsidiary taken on a consolidated basis to manufacturers of leased equipment where such liabilities are payable solely out of revenues derived from the leasing or sale of such equipment; excluding, however, nonrecourse obligations incurred in connection with leveraged lease transactions as determined in accordance with GAAP.

“Similar Business” means (a) any industry, business, service or other activity engaged in or proposed to be engaged in by the Borrower or any Subsidiary on the Escrow Release Date (after giving effect to the Closing Date Transactions), including, without limitation, the business of leasing, investing in, operating, financing and selling transportation, industrial and commercial equipment and commercial and other real estate investment property and companies and activities related thereto, and any industry, business, service or other activity that is reasonably similar, ancillary, complementary or related to, synergistic with, or a reasonable extension, development or expansion of, any of the foregoing, in the case of each of the foregoing, as determined in the good faith judgment of the Borrower, (b) any industry, business, service or other activity that, in the good faith judgment of the Borrower, constitutes a reasonable diversification of one or more industries in which the Borrower or any Subsidiary is engaged, or of any businesses, services or other activities conducted by the Borrower or any Subsidiary, including, but not limited to, any industry, business, service or other activity engaged in by any Person within or ancillary to the horizontal or vertical supply chains of the Borrower or any Subsidiary (or any of branch or division thereof), and (c) such other industries, businesses, services or other activities to which the Agent may consent (such consent not to be unreasonably withheld, conditioned or delayed).

“Single Transaction Subsidiary” means any Subsidiary whose assets consist solely of financing transactions and the proceeds thereof with one or more obligors where the obligations of such Subsidiary are not guaranteed by the Borrower or any other Subsidiary and for which neither the Borrower nor such other Subsidiary is liable.

“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Advance” means an Advance that bears interest as provided in Section 2.07(a)(ii).

“Specified Event of Default” means an Event of Default under Section 6.01(a), Section 6.01(g) or Section 6.01(h) (in each case, solely with respect to the Borrower).

“Specified Permitted Holder” means any Permitted Holder under clause (h) of the definition “Permitted Holder” that Controls the Borrower or that owns fifty percent (50%) or more of aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower.

“Specified Purchase Agreement Representations” means such of the representations and warranties made by the Sellers (as that term is defined in the Purchase Agreement) or with respect to the Sellers and their respective subsidiaries in the Purchase Agreement as are material to the interests of the Lenders, but only to the extent that the Borrower or any of its Affiliates has the right, pursuant to the Purchase Agreement, to terminate its (or such Affiliates’) obligations under the Purchase Agreement or to decline to consummate the Closing Date Transactions (in each case, in accordance with the terms thereof) as a result of a breach of such representations and warranties.

“Specified Representations” means those representations and warranties made (a) by the Borrower (i) in Sections 4.01(a) (with respect to the organizational existence, power and authority of the Borrower only), 4.01(b), 4.01(c)(ii) (with respect to the charter, by-laws or other organizational documents of the Borrower only and as related to the borrowing under, guaranteeing under, and performance of this Agreement by the Borrower only), 4.01(h), and 4.01(l), 4.01(m)(i), 4.01(n) and (ii) as set forth in the certificates delivered pursuant to Sections 3.01(a)(v) and 3.02(c)(i)(x) (solely with respect to any Advance or Letter of Credit made on the Closing Date) and (b) by the GATX Guarantor in Sections 3.1 to 3.4 (inclusive) of the GATX Guaranty; provided that, for the purposes of this definition, any reference to “Material Adverse Effect” in any Section referred to herein shall be replaced with a reference to “Closing Date Material Adverse Effect”.

“Sponsors” means, collectively, the Brookfield Sponsor and the GATX Sponsor.

“Subsidiary” means, with respect to any Person (the “Parent”) at any date, any other Person that, as of such date, the accounts of which would be consolidated with those of the Parent in the Parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other Person of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held. Unless context requires otherwise, the term Subsidiary refers to any Subsidiary of the Borrower.

“Swing Line Advance” means an advance made by any Swing Line Bank pursuant to Section 2.01(c) or any Lender pursuant to Section 2.02(b).

“Swing Line Bank” means Wells Fargo, any other Lender that expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Swing Line Bank and notifies the Agent and Borrower of its Swing Line Commitment in writing, or their respective successors and assigns.

“Swing Line Borrowing” means a borrowing consisting of a Swing Line Advance made by any Swing Line Bank.

“Swing Line Commitment” means with respect to any Swing Line Bank at any time the amount set forth opposite such Swing Line Bank’s name on Schedule I hereto, as such amount may be reduced pursuant to Section 2.05.

“Swing Line Facility” has the meaning specified in Section 2.01(c).

“Tax Distributions” shall mean, with respect to any Tax period ending after the Closing Date in which (a) the Borrower, or any of its Subsidiaries are members of a consolidated, combined, unitary or similar income Tax group for income Tax purposes (a “Tax Group”), or (b) the Borrower is treated as a partnership or other flow-through entity for U.S. federal income Tax purposes, an amount that is sufficient to permit Persons that are direct or indirect holders of Equity Interests in Borrower to pay, on a quarterly basis, the U.S. federal, state or local income Taxes of such Persons (or, if any such Person is a member of a Tax Group, the U.S. federal, state or local income Taxes of such Tax Group), in each case, to the extent such Taxes are attributable to the assets and operations of Borrower and its Subsidiaries; provided that, to the extent clause (a) of this definition is applicable for any Tax period, the amount of distributions with respect to any such Tax period shall not exceed the excess of (i) the amount of income Taxes that would have been payable by the Borrower and its Subsidiaries, as applicable, with respect to such Tax period had they been taxed as a standalone entity or a standalone Tax Group, as applicable, over (ii) the amount of income Taxes paid by the Borrower and its Subsidiaries, as applicable, to Governmental Authorities with respect to such Tax period, and, to the extent clause (b) of this definition is applicable for any Tax period, the amount of distributions with respect to any such Tax period shall assume such Person (or, if such Person is treated as a partnership (or other flow-through entity) for U.S. federal income Tax purposes, such Peron’s direct or indirect members) is subject to the Applicable Tax Rate.

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

“Term Advance” means an Advance in respective of a Term Facility.

“Term Borrowing” means a Borrowing of any Term Advances.

“Term Commitment” means, as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule I hereto as such Lender’s “Term Commitment”, (b) if such Lender has entered into any Assignment and Assumption, the amount set forth for such Lender in the Register maintained by the Agent pursuant to Section 8.07(c), as such amount may be reduced pursuant to Section 2.05, or (c) if a Lender has agreed to provide any part of an Incremental Term Facility, Refinancing Term Commitment or Extended Commitment that is a Term Commitment, the amount set forth in the Incremental Amendment, Refinancing Amendment, Extension Offer, or Extension Amendment (as applicable) entered into in connection therewith. The initial aggregate amount of the Term Commitments as of the Escrow Funding Date was $2,958,984,341.

“Term Facility” means any Facility consisting of Term Advances and Term Commitments.

“Term Lender” means, at any time, any Lender that has a Term Commitment at such time.

“Term SOFR” means,

(a) for any calculation with respect to a SOFR Advance, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and

(b) for any calculation with respect to a Base Rate Advance or Swing Line Advance on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “ABR Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any ABR Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such ABR Term SOFR Determination Day;

provided, further, that if Term SOFR determined as provided above (including pursuant to the proviso under clause (a) or clause (b) above) shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

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

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.

“Term SOFR Swing Line Advance” means a Swing Line Advance that bears interest as provided in Section 2.07(a)(iii)(B).

“Test Period” means, for any date of determination, the most recent period of four consecutive fiscal quarters of the Borrower (or, at any time that the Fixed Charge Coverage Ratio is being tested, the GATX Guarantor) then ended for which its financial statements have been or were required to be delivered pursuant to the Loan Documents.

“Total Assets” means, as of the date of any determination thereof, total assets of the Borrower and its consolidated Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date.

“Total Debt” means, as of any date of determination and without duplication, with respect to the Borrower and its consolidated Subsidiaries, the aggregate principal amount of Indebtedness under clauses (a) and (h) of the definition thereof. For the avoidance of doubt, Indebtedness consisting of obligations under any Hedging Agreement shall not be included in the calculation of Total Debt.

“Transactions” means the execution, delivery and performance by the Borrower of this Agreement, the borrowing of Advances, the issuance of Letters of Credit and the use of the proceeds thereof.

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Section 2.14(g).

“Unadjusted Benchmark Replacement” has the meaning specified in Section 2.22(f).

“United States” and “U.S.” mean the United States of America; and “State” means any state thereof.

“Unused Revolving Credit Commitment” means, with respect to each Revolving Lender at any time, (a) such Revolving Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit Advances made by such Revolving Lender (in its capacity as a Revolving Lender) and outstanding at such time, plus (ii) such Revolving Lender’s Ratable Share of (A) the aggregate Available Amount of all the Letters

of Credit outstanding at such time, (B) the aggregate principal amount of all Advances made by each Issuing Bank pursuant to Section 2.03(c) that have not been ratably funded by such Revolving Lender and outstanding at such time and (C) the aggregate principal amount of all Swing Line Advances then outstanding, in each case after giving effect to any adjustments made in accordance with Section 2.20(a).

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, at any date, the quotient obtained by dividing (a) the sum of the products of the number of years (calculated to the nearest one-twelfth) from the date of determination to the date of each successive scheduled principal payment of such Indebtedness, multiplied by the amount of such payment, by (b) the sum of all such payments; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness that is being refinanced pursuant to Section 5.02(f)(vii) (the “Applicable Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of the applicable refinancing will be disregarded.

“Withholding Agent” means the Borrower and the Agent.

Section 1.02 Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

Section 1.03 Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with GAAP in effect from time to time. All computations determining compliance with financial covenants or terms shall be prepared in accordance with GAAP in effect from time to time. If at any time any change in GAAP or the required adoption by the Borrower of international financial reporting standards would affect the computation of any financial ratio or requirement set forth in this Agreement, and either the Borrower or the Required Lenders shall so request, the 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 or the adoption of such international financial reporting standards (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein or the adoption of such international financial reporting standards and (ii) the Borrower shall provide to the 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 or the adoption of such international financial reporting standards.

Section 1.04 Divisions. For all purposes under this Agreement, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized and acquired on the first date of its existence by the holders of its equity interests at such time.

Section 1.05 Rates. The Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Base Rate, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Agent and its affiliates or other related entities may engage in transactions that affect the calculation of the Base Rate, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Section 1.06 Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, when (a) calculating any applicable ratio, Financial Covenant or any component thereof (including the Asset Coverage Ratio or any component thereof) in connection with incurrence of Indebtedness, the creation of Liens, the making of any asset sale or other disposition, or the making of an investment, the making of a Restricted Payment, or the repayment, repurchase, redemption or otherwise of Indebtedness, or compliance with any other provision or basket in any Loan Document, (b) determining compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default has occurred, is continuing or would result therefrom, (c) determining compliance with any provision of this Agreement which requires compliance with any representations and warranties set forth herein, or (d) the satisfaction of all other conditions precedent to the incurrence of Indebtedness, the creation of Liens, the making of any asset sale or other disposition, the making of an investment, the making of a Restricted Payment, or the repayment, repurchase, redemption or otherwise of Indebtedness, or compliance with any other provision or basket in any Loan Document, in each case under clauses (a) through (d) in connection with a Limited Condition Transaction, the date of determination of such ratio or other test or provisions, determination of whether any Default, Event of Default or Specified Event of Default has occurred, is continuing or would result therefrom, determination of compliance with any representations or warranties or the satisfaction of any other conditions shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election” (and to the extent the Borrower makes a LCT Election it shall promptly notify the Agent of such LCT Election)), be deemed to be (i) in the case of an acquisition or other Investment, the date the definitive agreements for such acquisition or other Investment are entered into, (ii) in the case of any redemption, repurchase or repayment of Indebtedness, the date of such advance notice or offer and (iii) in the case of any declaration of a Restricted Payment, the date of such declaration,

advance notice or offer, (the “LCT Test Date”). If on a pro forma basis after giving effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) such ratios and other provisions are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date for which financial statements are available, the Borrower could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios, test or other provisions, such ratios, test and other provisions shall be deemed to have been complied with. Notwithstanding anything to the contrary in any Loan Document, (i) if any of such ratios, tests or other provisions are exceeded or breached as a result of fluctuations in such ratio (including due to fluctuations in any components of such ratio), test or other provisions at or prior to the consummation of the relevant Limited Condition Transaction, such ratios, tests and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Transaction is permitted hereunder and (ii) such ratios, tests, other provisions, and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related transactions. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or “basket” availability with respect to any other transaction on or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction (or the announcement by the Borrower that such Limited Condition Transaction shall not be consummated), any such ratio, test, “basket” or other provision shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) had been consummated at the beginning of the most recent Test Period ending prior to the LCT Test Date; provided that for purposes of any such calculation of the Fixed Charge Coverage Ratio, Interest Expense will be calculated using an assumed interest rate for the Indebtedness to be incurred in connection with such Limited Condition Transaction based on the indicative interest margin contained in any financing commitment documentation with respect to such Indebtedness or, if no such indicative interest margin exists, as reasonably determined by the Borrower in good faith. Notwithstanding anything in this Agreement or any Loan Document to the contrary, if the Borrower or its Subsidiaries (x) incurs Indebtedness, creates Liens, makes asset sales or other dispositions, makes investments, makes Restricted Payment or repays, redeems, repurchases or otherwise any Indebtedness in connection with any Limited Condition Transaction under a ratio-based test, “basket” or other provision and (y) incurs Indebtedness, creates Liens, makes dispositions, investments, Restricted Payments, or repays, redeems, repurchases or otherwise any Indebtedness, in connection with such Limited Condition Transaction under a non-ratio-based “basket”, then the applicable ratio will be calculated with respect to any such action under the applicable ratio-based “basket” without regard to any such action under such non-ratio-based “basket” made in connection with such Limited Condition Transaction.

Section 1.07 Other Definitional Provisions; Rules of Construction.

(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) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit references are to this Agreement unless otherwise specified. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Provisions apply to successive events and transactions.

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms; “or” is not exclusive.

(d) As used herein and in the other Loan Documents, references to agreements shall, unless otherwise specified, be deemed to refer to such agreements as amended, restated, amended and restated, replaced, refinanced, extended, supplemented or otherwise modified from time to time (subject to any restrictions on such amendments, restatements, replacements, refinancings, extensions, supplements or other modifications set forth herein or in any other Loan Document). 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 shall, unless otherwise specified, refer to such law as amended, supplemented or otherwise modified from time to time.

(e) The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

(f) Any reference herein to any Person shall be construed to include such Person’s permitted successors and assigns.

Section 1.08 Cashless Rollovers. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, any Lender may exchange, continue or rollover all of the portion of its Advances and Commitments under any Facility in connection with any refinancing, extension, loan modification or similar transaction permitted by the terms of this Agreement or any other Loan Document, pursuant to a cashless settlement mechanism approved by the Borrower, the Agent, and such Lender.

ARTICLE 2

AMOUNTS AND TERMS OF THE ADVANCES AND LETTERS OF CREDIT

Section 2.01 The Advances and Letters of Credit.

(a)

(i) Term Advances. Each Term Lender severally agrees, on the terms and conditions hereinafter set forth, to make one Term Advance to the Borrower in Dollars on the Escrow Funding Date in an aggregate principal amount not to exceed such Term Lender’s Term Commitment. Amounts borrowed under this Section 2.01(a)(i) and prepaid or repaid may not be reborrowed.

(ii) Revolving Advances. Each Revolving Lender severally agrees, on the terms and conditions hereinafter set forth, to make Revolving Credit Advances to the Borrower from time to time on any Business Day during the period from the Escrow Funding Date until the Maturity Date applicable to such Revolving Lender in an amount not to exceed at any time such Revolving Lender’s Unused Revolving Credit Commitment. Each Borrowing shall be in an aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof and shall consist of Revolving Credit Advances of the same Type made on the same day by the Revolving Lenders ratably according to their respective Revolving Credit Commitments. Within the limits of each Revolving Lender’s Revolving Credit Commitment, the Borrower may borrow under this Section 2.01(a)(ii), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(a)(ii).

(b) Letters of Credit. Each Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue letters of credit (each, a “Letter of Credit”) for the account of the Borrower from time to time on any Business Day during the period from the Escrow Funding Date until 30 days before the final Maturity Date in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the Letter of Credit Facility at such time, (ii) for all Letters of Credit issued by each Issuing Bank not to exceed at any time the lesser of such Issuing Bank’s Letter of Credit Commitment at such time and such Issuing Bank’s Unused Revolving Credit Commitment at such time and (iii) for each such Letter of Credit not to exceed an amount equal to the Unused Revolving Credit Commitments of the Revolving Lenders at such time. Each Letter of Credit shall be for an amount of $40,000 or more. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than the earlier of (x) the date that is one year after the date of issuance thereof or (y) five (5) Business Days prior to the Maturity Date; provided that no Letter of Credit may expire after the replacement of any Non-Consenting Lender that is a Revolving Lender pursuant to Section 2.21(a) if, after giving effect to such issuance, the aggregate Revolving Credit Commitments of the Consenting Lenders that are Revolving Lenders (including any replacement Revolving Lenders) for the period following such date would be less than the sum of the Available Amount of the Letters of Credit expiring after such date plus the aggregate outstanding Revolving Credit Advances of the Consenting Lenders that are Revolving Lenders. Within the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Revolving Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b).

(c) The Swing Line Advances. Each Swing Line Bank severally agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances to the Borrower from time to time on any Business Day during the period from the Escrow Funding Date until the Maturity Date applicable to such Swing Line Bank (i) in an aggregate amount not to exceed at any time outstanding (x) the lesser of such Swing Line Bank’s Swing Line Commitment and such Swing Line Bank’s Unused Revolving Credit Commitment at such time or (y) for all Swing Line Advances, $50,000,000 (the “Swing Line Facility”) and (ii) in an amount for each such Advance not to exceed the aggregate Unused Revolving Credit Commitments of the Revolving Lenders at such time. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof. Within the limits referred to above, the Borrower may borrow under this Section 2.01(c), prepay pursuant to Section 2.10 and reborrow under this Section 2.01(c).

Section 2.02 Making the Advances.

(a)

(i) Each Term Borrowing shall be made on notice, given not later than (x) 11:00 A.M. (New York City time) on the third (3^rd^) U.S. Government Securities Business Day prior to the date of the proposed Term Borrowing in the case of a Term Borrowing consisting of SOFR Advances or (y) 11:00 A.M. (New York City time) on the date of the proposed Term Borrowing in the case of a Term Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof. Each such notice of a Term Borrowing (a “Notice of Term Borrowing”) shall be by telephone, confirmed promptly in writing, in substantially the form of Exhibit B-I hereto, specifying therein the requested (A) date of such Term Borrowing, (B) Type of Advances comprising such Term Borrowing, (C) aggregate amount of such Term Borrowing, and (D) in the case of a Term Borrowing consisting of SOFR Advances, initial Interest Period for each such Advance. Each Term Lender shall, before 2:00 P.M. (New York City time) on the date of such Term Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Term Lender’s ratable portion of such Term Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such funds available to the Borrower at the Borrower’s account as specified in writing by a Responsible Officer of the Borrower.

(ii) Except as otherwise provided in Section 2.02(b) or Section 2.03(c), each Revolving Credit Borrowing shall be made on notice, given not later than (x) 1:00 P.M. (New York City time) on the third (3^rd^) U.S. Government Securities Business Day prior to the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of SOFR Advances or (y) 1:00 P.M. (New York City time) on the date of the proposed Revolving Credit Borrowing in the case of a Revolving Credit Borrowing consisting of Base Rate Advances, by the Borrower to the Agent, which shall give to each Revolving Lender prompt notice thereof in writing. Each such notice of a Revolving Credit Borrowing (a “Notice of Revolving Credit Borrowing”) shall be by telephone, confirmed promptly in writing in substantially the form of Exhibit B-II hereto, specifying therein the requested (i) date of such Revolving Credit Borrowing, (ii) Type of Advances comprising such Revolving Credit Borrowing, (iii) aggregate amount of such Revolving Credit Borrowing, and (iv) in the case of a Revolving Credit Borrowing consisting of SOFR Advances, initial Interest Period for each such Advance. Each Revolving Lender shall, before 3:00 P.M. (New York

City time) on the date of such Revolving Credit Borrowing make available for the account of its Applicable Lending Office to the Agent at the Agent’s Account, in same day funds, such Revolving Lender’s ratable portion of such Revolving Credit Borrowing. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such funds available to the Borrower at the Borrower’s account as specified in writing by a Responsible Officer of the Borrower; provided, however, that the Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances made by the Swing Line Banks and by any other Revolving Lenders and outstanding on the date of such Revolving Credit Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Banks and such other Revolving Lenders for repayment of such Swing Line Advances.

(b) Each Swing Line Borrowing shall be made on notice, given not later than 3:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing by the Borrower to each Swing Line Bank and the Agent, of which the Agent shall give prompt notice to the Revolving Lenders. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed promptly in writing in substantially the form of Exhibit B-III hereto, specifying therein the requested (i) date of such Swing Line Borrowing, (ii) amount of such Swing Line Borrowing, (iii) maturity of such Swing Line Borrowing (which maturity shall be no later than the fifth (5^th^) Business Day after the requested date of such Swing Line Borrowing) and (iv) whether such Swing Line Borrowing will bear interest as a Fed Funds Swing Line Advance or a Term SOFR Swing Line Advance. Each Swing Line Bank shall, before 5:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make such Swing Line Bank’s ratable portion of such Swing Line Borrowing available (based on the respective Swing Line Commitments of the Swing Line Banks) to the Agent at the Agent’s Account, in same day funds. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article 3, the Agent will make such funds available to the Borrower at the Borrower’s account as specified in writing by a Responsible Officer of the Borrower. Upon written demand by any Swing Line Bank with a Swing Line Advance, with a copy of such demand to the Agent, each other Revolving Lender will purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Lender, such other Revolving Lender’s Ratable Share of such outstanding Swing Line Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of such Swing Line Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Revolving Lender. The Borrower hereby agrees to each such sale and assignment. Each Revolving Lender agrees to purchase its Ratable Share of an outstanding Swing Line Advance on (A) the Business Day on which demand therefor is made by the Swing Line Bank which made such Advance; provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (B) the first (1^st^) Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by Swing Line Bank to any other Revolving Lender of a portion of a Swing Line Advance, such Swing Line Bank represents and warrants to such other Revolving Lender that such Swing Line Bank is the legal and

beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, this Agreement, the Notes or the Borrower. If and to the extent that any Revolving Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date such Revolving Lender is required to have made such amount available to the Agent until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Revolving Lender shall pay to the Agent such amount for the account of such Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business Day.

(c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select SOFR Advances for any Borrowing if the aggregate amount of such Borrowing is less than $1,000,000 or if the obligation of the Lenders to make SOFR Advances shall then be suspended pursuant to Section 2.08 or 2.12 and (ii) the SOFR Advances may not be outstanding as part of more than six separate Borrowings.

(d) Each Notice of Borrowing shall be irrevocable and binding on the Borrower except as otherwise expressly provided in this Agreement. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of SOFR Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article 3, including, without limitation, any loss (excluding loss of anticipated profits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article 3.

(e) Unless the Agent shall have received notice from a Lender or a Swing Line Bank prior to the time of any applicable Borrowing that such Lender or Swing Line Bank will not make available to the Agent such Lender’s ratable portion of such Borrowing, the Agent may assume that such Lender or Swing Line Bank has made such portion available to the Agent on the date of such Borrowing in accordance with clause (a) or (b) of this Section 2.02, as applicable, and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender or Swing Line Bank shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to the Advances comprising such Borrowing and (ii) in the case of such Lender or Swing Line Bank, the Federal Funds Rate. If such Lender or Swing Line Bank shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s or Swing Line Bank’s Advance as part of such Borrowing for purposes of this Agreement.

(f) The failure of any Lender or Swing Line Bank to make the applicable Advance to be made by it as part of any Borrowing shall not relieve any other Lender or Swing Line Bank, as applicable, of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender or Swing Line Bank shall be responsible for the failure of any other Lender or Swing Line Bank to make the Advance to be made by such other Lender or Swing Line Bank, as applicable, on the date of any Borrowing.

Section 2.03 Issuance of and Drawings and Reimbursement Under Letters of Credit.

(a) Request for Issuance. Each Letter of Credit shall be issued upon notice, given reasonably in advance of the proposed issuance of such Letter of Credit (or on such shorter notice as the applicable Issuing Bank may agree), by the Borrower to any Issuing Bank, and such Issuing Bank shall give the Agent prompt notice thereof. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) Available Amount of such Letter of Credit, (iii) expiration date of such Letter of Credit (which shall not be later than the earlier of (x) five (5) Business Days prior to the Maturity Date and (y) one year after the issuance thereof), (iv) name and address of the beneficiary of such Letter of Credit and (v) form of such Letter of Credit, and shall be accompanied by such customary application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a “Letter of Credit Agreement”). If the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article 3, make such Letter of Credit available to the Borrower requesting such issuance at its office referred to in Section 8.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. Notwithstanding anything to the contrary in any Loan Document and at the request of the Borrower, any Letter of Credit may contain a statement to the effect that such Letter of Credit is issued for the account of the Borrower or any of its Subsidiaries; provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of the Loan Documents for such Letter of Credit and such statement shall not affect the Borrower’s reimbursement obligations hereunder with respect to such Letter of Credit.

Notwithstanding anything to the contrary herein, no Issuing Bank shall have any obligation to issue any Letter of Credit if any order, law, rule or regulation or the interpretation or administration thereof by any Governmental Authority applicable to such Issuing Bank shall restrain, prohibit or otherwise restrict such issuance.

If the Borrower so requests with respect to any Letter of Credit, an Issuing Bank may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such Auto-Extension Letter of Credit must permit the Issuing Bank to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by an Issuing Bank, the Borrower shall not be required to make a specific request to such Issuing Bank for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Revolving Lenders shall be deemed to have authorized (but may not require) the Issuing Bank to permit the extension of such Letter of Credit at any time to an expiry date not later than five (5) Business Days prior to the Maturity Date. Any request to extend the then-current expiration date of a Letter of Credit that is not an Auto-Extension Letter of Credit shall be made by the Borrower within thirty (30) days prior to the then-current expiration date of such Letter of Credit. Notwithstanding the foregoing, an Issuing Bank shall not permit any such extension if such Issuing Bank has determined that it would not be permitted at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof by reason of (A) the provisions of Section 2.01(b) or (B) the failure of one or more of the applicable conditions specified in Section 3.02 to be then satisfied.

If the Borrower desires to request an increase, decrease or other amendment to any Letter of Credit previously issued and outstanding (other than requests to extend the then-current expiration date), the Borrower shall deliver to the respective Issuing Bank and to the Agent (reasonably in advance of the requested date of such amendment) a notice requesting the amendment of such Letter of Credit and specifying the requested date of amendment (which shall be a Business Day), the purpose and nature of the requested amendment and such other information as shall be necessary to amend such Letter of Credit. If requested by the respective Issuing Bank, the Borrower also shall submit a letter of credit amendment application on such Issuing Bank’s standard form and execute and deliver such other agreements, instruments and documents relating to such amendment as may be reasonably requested by the Issuing Bank.

(b) By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Lenders, such Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Lender’s Ratable Share of the aggregate amount available to be drawn under such Letter of Credit. The Borrower hereby agrees to each such participation. In consideration and in furtherance of the foregoing, each Revolving Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the account of such Issuing Bank, such Revolving Lender’s Ratable Share of each drawing made under a Letter of Credit funded by such Issuing Bank and not reimbursed by the Borrower on the date made, or of any reimbursement payment required to be refunded to the Borrower for any reason. Each Revolving Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or reduction or termination of the Revolving Credit Commitments, and that each such payment shall be made without any

offset, abatement, withholding or reduction whatsoever. Each Revolving Lender further acknowledges and agrees that its participation in each Letter of Credit will be automatically adjusted to reflect such Revolving Lender’s Ratable Share of the Available Amount of such Letter of Credit at each time such Revolving Lender’s Revolving Credit Commitment is amended pursuant to the operation of Section 2.19, Section 2.23, an assignment in accordance with Section 8.07 or otherwise pursuant to this Agreement.

(c) Except to the extent that the Borrower has previously provided to the applicable Issuing Bank funds in an amount equal to such draft drawn under a Letter of Credit, the payment by such Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by any such Issuing Bank of a Revolving Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. Each Issuing Bank shall give prompt notice (and such Issuing Bank will use its commercially reasonable efforts to deliver such notice within one (1) Business Day) of each drawing under any Letter of Credit issued by it to the Borrower and the Agent. Upon written demand by such Issuing Bank, with a copy of such demand to the Agent, each Revolving Lender shall pay to the Agent such Revolving Lender’s Ratable Share of such outstanding Revolving Credit Advance, by making available for the account of its Applicable Lending Office to the Agent for the account of such Issuing Bank, by deposit to the Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Revolving Credit Advance to be funded by such Revolving Lender. Promptly after receipt thereof, the Agent shall transfer such funds to such Issuing Bank. Each Revolving Lender agrees to fund its Ratable Share of an outstanding Revolving Credit Advance on (i) the Business Day on which demand therefor is made by such Issuing Bank; provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first (1^st^) Business Day next succeeding such demand if notice of such demand is given after such time. If and to the extent that any Revolving Lender shall not have so made the amount of such Revolving Credit Advance available to the Agent, such Revolving Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by any such Issuing Bank until the date such amount is paid to the Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Revolving Lender shall pay to the Agent such amount for the account of any such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Revolving Credit Advance made by such Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Revolving Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

(d) Each Issuing Bank shall furnish (i) to the Agent on the first (1^st^) Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued by it during the preceding month and drawings during such month under all Letters of Credit and (ii) to the Agent and each Revolving Lender on the first (1^st^) Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by it.

(e) The failure of any Revolving Lender to make the Revolving Credit Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Revolving Lender of its obligation hereunder to make its Revolving Credit Advance on such date, but no Revolving Lender shall be responsible for the failure of any other Revolving Lender to make the Revolving Credit Advance to be made by such other Revolving Lender on such date.

Section 2.04 Fees.

(a) The Borrower shall pay to the Agent, for its own account, the “Administration Fee” as set forth in the Fee Letter, in the amounts and at the times specified therein.

(b) The Borrower agrees to pay to the Agent for the account of each Revolving Lender a revolving facility fee (each a “Revolving Commitment Fee”) on the daily average unused portion of such Revolving Lender’s Revolving Credit Commitment from the Escrow Funding Date in the case of each Initial Lender that is a Revolving Lender and from the effective date specified in the Incremental Amendment, Refinancing Amendment or in the Assignment and Assumption pursuant to which it became a Revolving Lender in the case of each other Revolving Lender until the Maturity Date applicable to such Revolving Lender at a rate per annum equal to the Applicable Percentage in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2026, and on the Maturity Date, provided that no Revolving Lender that is a Defaulting Lender shall be entitled to receive any facility fee in respect of its Unused Revolving Credit Commitment for any period during which that Revolving Lender is a Defaulting Lender (and the Borrower shall not be required to pay such fee that otherwise would have been required to have been paid to that Defaulting Lender); provided further, that if any Revolving Commitment Fee is payable on a date that is not a Business Day then such Revolving Commitment Fee shall be due and payable no later than the date that is one (1) Business Day thereafter.

(c) The Borrower shall pay to the Agent for the account of each Revolving Lender a commission on such Revolving Lender’s Ratable Share of the maximum aggregate Available Amount of all Letters of Credit issued and outstanding from time to time (each a “Letter of Credit Fee”) at a rate per annum equal to the Applicable Margin for SOFR Advances and Letter of Credit Fees in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December, commencing March 31, 2026, and on the final Maturity Date, and after the Maturity Date payable upon demand; provided that at any time any Revolving Lender is a Defaulting Lender, (i) no Defaulting Lender shall be entitled to receive any such fees or commissions, (ii) to the extent that all or a portion of the L/C Exposure of any Revolving Lender that is a Defaulting Lender is reallocated to the Revolving Lenders that are Non-Defaulting Lenders pursuant to Section 2.20(a), such fees that would have accrued for the benefit of such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting Lenders, pro rata in accordance with their respective Revolving Credit Commitments, and (iii) to the extent that all or any portion of the L/C Exposure cannot be so reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Banks pro rata in accordance with their Ratable Share of the average daily aggregate Available Amount of all Letters of Credit outstanding; provided further, that if any Letter of Credit Fee is payable on a date that is not a Business Day then such Letter of Credit Fee shall be due and payable no later than the date that is one (1) Business Day thereafter.

Section 2.05 Termination or Reduction of Commitments. The Borrower shall have the right, upon at least three (3) Business Days’ notice to the Agent (which shall promptly notify each of the Lenders), to terminate in whole or permanently reduce ratably in part any of the unused Commitments without premium or penalty, provided that each such partial reduction (i) shall be in the aggregate amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) shall be made ratably among the applicable Lenders holding such Commitments.

Section 2.06 Repayment.

(a) The Borrower shall repay to the Agent for the ratable account of each Lender on the Maturity Date the aggregate principal amount of the (i) Term Advances and/or (ii) Revolving Credit Advances made by such Lender and then outstanding together with all accrued and unpaid interest.

(b) The obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument, in each case, relating to any Letter of Credit shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances (it being understood that any such payment by the Borrower is without prejudice to, and does not constitute a waiver of, any rights the Borrower might have or might acquire as a result of the payment by any Revolving Lender of any draft or the reimbursement by the Borrower thereof):

(i) any lack of validity or enforceability of this Agreement, any Letter of Credit, any Letter of Credit Agreement or any other agreement or instrument, in each case, relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);

(ii) any change in the time, manner or place of payment of, or in any other term of, all or any of the obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(iii) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank, the Agent, any Revolving Lender or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

(iv) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(v) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit;

(vi) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from any guarantee, for all or any of the obligations of the Borrower in respect of the L/C Related Documents; or

(vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a Guarantor.

(c) Swing Line Advances. The Borrower shall repay to the Agent for the ratable account of the Swing Line Banks and each other Revolving Lender which has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made to it by each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than five (5) Business Days after the requested date of such Borrowing) and the Maturity Date.

Section 2.07 Interest on Advances.

(a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin for Base Rate Advances in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii) SOFR Rate Advances. During such periods as such Advance is a SOFR Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (x) Term SOFR for such Interest Period for such Advance plus (y) the Applicable Margin for Term SOFR Advances in effect from time to time, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such SOFR Advance shall be Converted or paid in full.

(iii) Swing Line Advances. (A) In the case of a Fed Funds Swing Line Advance, a rate per annum equal at all times to the sum of (w) the Federal Funds Rate in effect from time to time plus (x) 0.50 % per annum plus (y) the Applicable Margin for Term SOFR Advances in effect from time to time, and (B) in the case of a Term SOFR Swing Line Advance, a rate per annum equal at all times to the sum of (x) Term SOFR for such Swing Line Advance plus (y) the Applicable Margin for Term SOFR Advances in effect from time to time, in each case payable in arrears the date such Swing Line Advance shall be paid in full.

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 6.01(a), the Agent may, and upon the request of the Required Lenders shall, require the Borrower to pay interest (“Default Interest”) on (i) the unpaid principal amount of each Advance owing to each Lender that is not paid when due, payable in arrears on the dates referred to in clause (a) above, at a rate per annum equal at all times to two percent (2%) per annum above the rate per annum required to be paid on such Advance pursuant to clause (a) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable hereunder that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to two percent (2%) per annum above the rate per annum required to be paid on Base Rate Advances pursuant to clause (a)(i) above, provided, however, that following acceleration of the Advances pursuant to Section 6.01, Default Interest shall accrue and be payable hereunder whether or not previously required by the Agent.

(c) Interest on the Escrowed Facilities Amount. If any Advances are funded into escrow pursuant to the Escrow Agreement, interest on the Advances so funded into escrow shall accrue commencing on the date that such funds are deposited into escrow in accordance with the Escrow Agreement and shall be paid in accordance with the terms of the Loan Documents and, if applicable, the Escrow Agreement.

Section 2.08 Interest Rate Determination.

(a) The Agent shall give prompt notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.07(a)(i) or (ii).

(b) If, with respect to any SOFR Advances under any Facility, (x) the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof or (y) the Lenders owed at least 51% of the aggregate principal amount thereof notify the Agent that Term SOFR for any Interest Period for such Advances will not adequately reflect the cost to such Required Lenders of making, funding or maintaining their respective SOFR Advances for such Interest Period, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each SOFR Advance under such Facility will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance, and (ii) the obligation of the Lenders to make, or to Convert Advances into, SOFR Advances shall be suspended until the Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist. Subject to Section 2.22, if the Agent determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof on any given day, the interest rate on Base Rate Advances shall be determined by the Agent without reference to clause (c) of the definition of “Base Rate” until the Agent revokes such determination.

(c) If the Borrower shall fail to select the duration of any Interest Period for any SOFR Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Agent will forthwith so notify the Borrower and the Lenders and such Advances will automatically, on the last day of the then existing Interest Period therefor, Convert into a SOFR Borrowing having an Interest Period of one month.

(d) On the date on which the aggregate unpaid principal amount of SOFR Advances comprising any Borrowing shall be reduced, by payment or prepayment or otherwise, to less than $1,000,000, such Advances shall automatically Convert into Base Rate Advances.

(e) Upon the occurrence and during the continuance of any Event of Default, (i) each SOFR Advance will automatically, on the last day of the then existing Interest Period therefor, Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, SOFR Advances shall be suspended.

Section 2.09 Optional Conversion of Advances. The Borrower may on any Business Day, upon notice not later than 1:00 P.M. (New York City time) on the third (3^rd^) U.S. Government Securities Business Day prior to the date of the proposed Conversion to the Agent (which shall promptly notify each of the Lenders) and subject to the provisions of Sections 2.08 and 2.12, Convert all or any portion of Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that any Conversion of Base Rate Advances into SOFR Advances shall be in an amount not less than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing shall be made ratably among the Lenders in accordance with their Commitments; provided, further that for any Conversion of SOFR Advances into Base Rate Advances made other than on the last day of an Interest Period for such SOFR Advances the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). Each such notice of a Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Advances to be Converted, and (iii) if such Conversion is into SOFR Advances, the duration of the initial Interest Period for each such Advance. Each notice of Conversion shall be irrevocable and binding on the Borrower except as otherwise provided in this Agreement.

Section 2.10 Prepayments of Advances.

(a) Voluntary. The Borrower may, upon notice at least three (3) Business Days prior to the date of such prepayment, in the case of SOFR Advances, and at least one (1) Business Day prior to the date of such prepayment, in the case of Base Rate Advances, to the Agent (which shall promptly notify each of the Lenders) stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower

shall prepay the outstanding principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of a Term Advance, Revolving Credit Advance or a Swing Line Advance shall be in an aggregate principal amount of $500,000 (or such lesser amount is outstanding at such time) and (y) in the event of any such prepayment of a SOFR Advance, the Borrower shall reimburse the Lenders in respect thereof to the extent demanded under, and pursuant to, Section 8.04(c); provided further that, notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 2.10(a), may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the consummation of a sale, or any other event), in which case such notice may be revoked by the Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied.

(b) Mandatory.

(i) Within five (5) Business Days after the receipt of such Net Proceeds, 100.0% of the Net Proceeds actually received by the Borrower (and not used to fund any reserves, deposits or cash collateral to secure or prefund any interest, premium, principal or other amounts required to be paid in connection therewith, as applicable) from the issuance of Indebtedness in the form of term loans or senior notes shall be applied to prepay the Term Advances; provided that no prepayments under this clause (b)(i) shall be required on and after the date that the outstanding principal amount of Term Advances is equal to or less than an amount equal to fifty percent (50%) of the principal amount of Term Advances outstanding on the Escrow Funding Date immediately after giving effect to the funding of the Escrow Funding Date Advances; and

(ii) within 12 Business Days after the last day of any month (after the Escrow Release Date) in which a Bulk Sale Date occurs (other than with respect to a Bulk Sale among the Borrower and its Subsidiaries), the Borrower shall prepay the Advances in an amount equal to the lesser of (x) the Net Proceeds actually received by the Borrower from such sale and (y) the amount that would be required to cause the Borrower’s Asset Coverage Ratio, on a pro forma basis, to be no greater than 0.75 to 1.00.

Section 2.11 Increased Costs.

(a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining SOFR Advances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross

income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error.

(b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall pay to the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend or to issue or participate in Letters of Credit hereunder or the issuance or maintenance of or participation in the Letters of Credit. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity (x) issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued. A certificate as to such amounts submitted to the Borrower and the Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

(c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section 2.11 for any increased costs or reductions incurred more than six (6) months prior to the date that such Lender notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change or circumstance giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof; provided finally that such amounts shall only be payable by the Borrower to the applicable Lender under this Section 2.11 so long as it is such Lender’s general policy or practice to demand compensation in similar circumstances under comparable provisions of other financing agreements (it being agreed that such Lender shall only be required to certify to such fact in a certificate and not provide any other evidence of such policy or practice or disclose any confidential information).

Section 2.12 Illegality. Notwithstanding any other provision of this Agreement, if any Lender shall notify the Agent that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for any Lender or its Applicable Lending Office to perform its obligations hereunder to make SOFR Advances or to fund or maintain SOFR Advances hereunder, (a) each SOFR Advance under the Facility under which such Lender has a Commitment will automatically, upon the last day of the applicable Interest Period or, if required by applicable law, immediately upon such demand, Convert into a Base Rate Advance and (b) the obligation of the Lenders to make SOFR Advances or to Convert Advances into SOFR Advances shall be suspended until the Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist.

Section 2.13 Payments and Computations.

(a) The Borrower shall make each payment hereunder, irrespective of any right of counterclaim or setoff, not later than 1:00 P.M. (New York City time) on the day when due in Dollars to the Agent at the Agent’s Account in same day funds. The Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal, interest, commissions or fees ratably (other than amounts payable pursuant to Section 2.04(b), Section 2.11, Section 2.14 or Section 8.04) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement.

(b) All computations of interest based on clause (a) of the definition of “Base Rate” shall be made by the Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Term SOFR or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, commissions or fees are payable. Each determination by the Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.

(c) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest, commission or fee, as the case may be; provided, however, that, if such extension would cause payment of interest on or principal of SOFR Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(d) Unless the Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Lenders hereunder that the Borrower will not make such payment in full, the Agent may assume that the Borrower has made such payment in full to the Agent on such date and the Agent may, in reliance upon such assumption, cause to be distributed to each Lender on such due date an amount equal to the amount then due such Lender. If and to the extent the Borrower shall not have so made such payment in full to the Agent, each Lender shall repay to the Agent forthwith on demand such amount distributed to such Lender together with interest thereon, for each day from the date such amount is distributed to such Lender until the date such Lender repays such amount to the Agent, at the Federal Funds Rate.

(e) In connection with the use or administration of Term SOFR, the Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement. The Agent will promptly notify the Borrower and the Lenders of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

(f) If the Agent receives funds for application to the obligations hereunder under circumstances for which neither this Agreement nor the Borrower specify the Advances or the Facility to which, or the manner in which, such funds are to be applied, the Agent may, but shall not be obligated to, elect to distribute such funds to each Lender ratably in accordance with such Lender’s proportionate share of the principal amount of all outstanding Advances and the Available Amount of all Letters of Credit then outstanding, in repayment or prepayment of such of the outstanding Advances or other obligations owed to such Lender, and for application to such principal installments, as the Agent shall direct.

Section 2.14 Taxes.

(a) For purposes of this Section 2.14, the term “Lender” includes any Issuing Bank and the term “applicable law” includes FATCA.

(b) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law; provided that if the Withholding Agent shall be required by applicable law to deduct any Taxes from such payments (as determined in the good faith discretion of an applicable Withholding Agent), then (i) if such Taxes are Indemnified Taxes, the sum payable shall be increased as necessary so that after making all required deductions or withholdings (including deductions and withholdings applicable to additional sums payable under this Section) the Agent, Lender or Issuing Bank (as the case may be) receives an amount equal to the sum it would have received had no deductions or withholdings of such Indemnified Taxes been made, (ii) the Borrower or Withholding Agent, as applicable, shall make such deductions or withholding and (iii) the Borrower or Withholding Agent, as applicable, shall pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law.

(c) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(d) The Borrower shall indemnify the Agent, each Lender and each Issuing Bank, within twenty (20) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Agent, such Lender or the Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability setting forth in reasonable detail the basis and calculation of such amount delivered to the Borrower by a Lender or an Issuing Bank, or by the Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to compensate a recipient pursuant to this Section 2.14(d) for any interest or penalties incurred in the period that begins nine (9) months after the events giving rise to such Indemnified Taxes occurred and ending on the date that the Agent, the Lender or the Issuing Bank, as the case may be, notifies the Borrower of such recipient’s intention to claim compensation therefor.

(e) Each Lender shall severally indemnify the Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 8.07(d) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Agent to the Lender from any other source against any amount due to the Agent under this Section 2.14(e).

(f) As soon as practicable after any payment of Indemnified Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Agent.

(g) Each Lender or Lender assignee that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under this Agreement shall deliver to the Borrower and the Agent, at the time or times reasonably requested by the Borrower, such properly completed and executed documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, each Lender or Lender assignee, if reasonably requested in writing by the Borrower or Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower or the Agent in writing as will enable Borrower or Agent to determine whether or not such Lender or Lender assignee is subject to U.S. federal backup withholding or information reporting

requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.14(g)(i) and (ii) and Section 2.14(h)) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. Without limiting the generality of the foregoing:

(i) To the extent Lender or Lender assignee is a U.S. Person, such Lender or Lender assignee shall deliver to the Borrower and the Agent on or about the date on which such Lender or Lender assignee becomes Lender under this Agreement (and from time to time thereafter upon the reasonable written request of the Borrower or the Agent), executed copies of United States Internal Revenue Service (“IRS”) Form W-9 certifying that such Lender or Lender assignee is exempt from U.S. federal backup withholding Tax;

(ii) Each Foreign Lender shall, to the extent that it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested in writing by the recipient), on or prior to the Escrow Funding Date (or, in the case of any Foreign Lender that is an assignee of a Lender, on the date such Foreign Lender becomes a party to this Agreement) and from time to time thereafter upon the reasonable written request of the Borrower or the Agent, whichever of the following is applicable:

(A) in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” or other applicable article of such tax treaty;

(B) executed copies of IRS Form W-8ECI or any successor form prescribed by the IRS, certifying that the income receivable pursuant to this Agreement is effectively connected with the conduct of a trade or business in the United States;

(D) in the case of such Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(E) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership for U.S. tax purposes and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate on behalf of each such direct and indirect partner;

(iii) Any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Agent (in such number of copies as shall be requested in writing by the recipient) on or about the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable written request of the Borrower or Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower or Agent to determine the withholding or deduction required to be made.

(h) If a payment made to a Lender under this Agreement would be subject to United States federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Agent, at the time or times prescribed by law and at such time or times reasonably requested in writing by either the Borrower or the Agent, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by either the Borrower or the Agent, as applicable, as may be necessary for either the Borrower or the Agent, as applicable, to comply with its obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for the purposes of this Section 2.14(h), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Agent in writing of its legal inability to do so.

(i) If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section 2.14 (including by the payment of additional amounts pursuant to this Section 2.14), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.14 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the written request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (i) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority, provided such indemnified party provides the indemnifying party with reasonably adequate evidence of the requirement to repay such refund. Notwithstanding anything to the contrary in this clause (i), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (i) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(j) Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments, the expiration or cancellation of all Letters of Credit and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.15 Sharing of Payments, Etc. If any Lender of any Class shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Advances for such Class owing to it (other than (w) in respect of Defaulting Lenders, (x) solely with respect to a Revolving Credit Facility, as payment of an Advance for such Class made by an Issuing Bank pursuant to the first sentence of Section 2.03(c), (y) solely with respect to a Revolving Credit Facility, as a payment of a Swing Line Advance made by a Swing Line Bank that has not been participated to the other Lenders pursuant to Section 2.02(b) or (z) to the extent applicable to such Class, pursuant to Section 2.11, 2.14 or 8.04) in excess of its Ratable Share of payments on account of the Advances for such Class obtained by all the Lenders for such Class, such Lender shall forthwith purchase from the other Lenders of such Class such participations in the Advances for such Class owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably for such Class with each of them; provided, however, that if all or any portion of such excess payment for such Class is thereafter recovered from such purchasing Lender, such purchase from each Lender of such Class shall be rescinded and such Lender shall repay to the purchasing Lender of such Class the purchase price to the extent of such recovery together with an amount equal to such Lender’s Ratable Share for such Class (according to the proportion of (i) the amount of such Lender’s required repayment for such Class to (ii) the total amount so recovered from the purchasing Lender of such Class) of any interest or other amount paid or payable by the purchasing Lender of such Class in respect of the total amount so recovered for such Class; provided further that, so long as the obligations under this Agreement and any Notes shall not have been accelerated, any excess payment received by any Lender of

such Class shall be shared on a pro rata basis only with other Lenders of such Class. The Borrower agrees that any Lender of any Class so purchasing a participation from another Lender of such Class pursuant to this Section 2.15 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation for such Class as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation.

Section 2.16 Evidence of Debt.

(a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance owing to such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder in respect of Advances. The Borrower agrees that upon notice after the Escrow Release Date by any Lender to the Borrower (with a copy of such notice to the Agent) to the effect that a Note is required or appropriate in order for such Lender to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender, the Borrower shall promptly execute and deliver to such Lender a Note in substantially the form of Exhibit A hereto (or such other form as is agreed by the Agent and the Borrower), payable to the order of such Lender in a principal amount equal to the Commitment of such Lender.

(b) The Register maintained by the Agent pursuant to Section 8.07(c) shall include a control account, and a subsidiary account for each Lender, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Incremental Amendment, Refinancing Amendment, Extension Offer, Extension Amendment or Assignment and Assumption delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iv) the amount of any sum received by the Agent from the Borrower hereunder and each Lender’s share thereof.

(c) Entries made in good faith by the Agent in the Register pursuant to clause (b) above, and by each Lender in its account or accounts pursuant to clause (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender and, in the case of such account or accounts, such Lender, under this Agreement, absent manifest error; provided, however, that the failure of the Agent or such Lender to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.

Section 2.17 Use of Proceeds. The proceeds of the Advances shall be available (and the Borrower agrees that it shall use such proceeds) to consummate the Closing Date Transactions and, thereafter, for capital expenditures and general corporate purposes of the Borrower and its Subsidiaries.

Section 2.18 Reserved.

Section 2.19 Refinancing; Extension.

(a) Refinancing Facilities.

(i) At any time after the Closing Date, the Borrower may obtain, from any Lender or any Additional Lender, Indebtedness in respect of all or any portion of the Advances then outstanding under this Agreement, in the form of Refinancing Advances or Refinancing Commitments in each case pursuant to a Refinancing Amendment. Refinancing Advances may be Refinancing Term Advances or Refinancing Revolving Advances and Refinancing Commitments may be Refinancing Term Commitments or Refinancing Revolving Commitments.

(ii) The effectiveness of any Refinancing Amendment will be subject only to the satisfaction on the date thereof of such conditions precedent as may be requested by the providers of the applicable Refinancing Advances and the following conditions (a “Refinancing Facility Closing Date”):

(A) Required Terms. The terms, provisions and documentation of the Refinancing Term Advances and Refinancing Term Commitments or the Refinancing Revolving Advances and Refinancing Revolving Commitments, as the case may be, of any Class shall be as agreed between the Borrower and the applicable providers of the applicable Refinancing Advances and, to the extent not substantially identical to any Class of Term Advances or Revolving Credit Commitments, as applicable, existing on the date of such Refinancing Amendment is effective (except to the extent permitted below, as applicable, and with respect to pricing and optional prepayment or redemption terms), shall reflect market terms and conditions (as determined by the Borrower) at the time of incurrence or issuance of such Refinancing Term Advances or Refinancing Revolving Commitments, as the case may be. In any event:

(1) the Refinancing Term Loans, (i) shall not have a final scheduled maturity date earlier than the Maturity Date of the Indebtedness being extended, renewed or refinanced, (ii) shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced (other than (x) Customary Bridge Facilities or (y) to the extent incurred in reliance on the Inside Maturity Basket), (iii) shall have an all-in-yield determined by the Borrower and the applicable Lenders providing Refinancing Commitments, (iv) shall have fees determined by the Borrower and the applicable arranger(s) of such Refinancing Commitments, (v) may participate (I) on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) in any mandatory repayments or prepayments of Term Advances (in each case, other than pursuant to a refinancing or with respect to greater than pro rata payments to an earlier maturing tranche) or (II) and may participate on a pro rata

basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of the Term Advances, (vi) unless otherwise permitted under this Agreement, shall not have a greater principal amount than the aggregate principal amount of the Indebtedness being extended, renewed or refinanced, plus the amount of any interest, premiums, discounts or penalties required to be paid thereon plus fees and expenses associated therewith and fees, expenses, OID and upfront fees associated with the refinancing plus an amount equal to any existing commitment unutilized and letters of credit undrawn under the Indebtedness being extended, renewed or refinanced and (vii) shall (I) rank pari passu in right of payment with the Obligations and (II) shall be unsecured, and

(2) the Refinancing Revolving Commitments and Refinancing Revolving Advances: (i) shall (I) rank pari passu in right of payment with the Obligations and (II) shall be unsecured, (ii) (I) shall not have a final scheduled maturity date or mandatory commitment reduction date earlier than the Maturity Date or commitment reduction date, respectively, with respect to the Indebtedness being extended, renewed or refinanced, and (II) shall not have a Weighted Average Life to Maturity shorter than the remaining Weighted Average Life to Maturity of the Indebtedness being extended, renewed or refinanced (other than (x) Customary Bridge Facilities or (y) to the extent incurred in reliance on the Inside Maturity Basket), (iii) shall provide that the borrowing and repayment (except for (1) payments of interest and fees at different rates on Refinancing Revolving Commitments (and related outstandings), (2) repayments required upon the Maturity Date of the Refinancing Revolving Commitments and (3) repayments made in connection with a permanent repayment and termination of commitments (in accordance with clause (v) below)) of Advances with respect to Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date shall be made and participations in Letters of Credit shall be on a pro rata basis or less than a pro rata basis (but not more than a pro rata basis) with all other Revolving Commitments then existing on the Refinancing Facility Closing Date, (iv) may provide that the permanent repayment of Revolving Credit Advances with respect to, and termination or reduction of, Refinancing Revolving Commitments after the associated Refinancing Facility Closing Date be made on a pro rata basis or less than pro rata basis (but not greater than pro rata basis, except that the Borrower shall be permitted to permanently repay and terminate Commitments in respect of any such Class of Revolving Advances on a greater than pro rata basis as compared to any other Class of Revolving Advances with a later maturity date than such Class or in connection with any refinancing, extension, renewal, replacement, repurchase or retirement thereof permitted by

this Agreement) with all other Revolving Credit Commitments, (v) shall provide that assignments and participations of Refinancing Revolving Commitments and Refinancing Revolving Advances shall be governed by the same assignment and participation provisions applicable to Revolving Credit Commitments and Revolving Advances then existing on the Refinancing Facility Closing Date, (vi) shall have all-in-yield determined by the Borrower and the applicable Refinancing Revolving Lenders, (vii) shall have fees determined by the Borrower and the applicable Refinancing Revolving Commitment arranger(s), and (viii) unless otherwise permitted under this Agreement, shall not have a greater principal amount of Commitments than (x) the principal amount of the Commitments of the Refinanced Debt plus (y) accrued interest, fees, premiums (if any) and penalties thereon and fees, expenses, OID and upfront fees associated with the refinancing and the Agent and any Person providing any Refinancing Advances or Refinancing Commitments may rely on the Borrower’s certification of compliance with this clause (viii) (it being agreed that the Borrower is not required to deliver any such certificate) (provided that the Agent has not notified such Person in writing of its objection to such calculation prior to the funding thereof) and, without excusing any Default or Event of Default which may arise from any inaccuracy in such certification, such certification will be deemed accurate for purposes of determining whether the financing provided by any Person relying thereon qualifies as Refinancing Advances or Refinancing Commitments, as applicable.

(iii) The Agent will promptly notify each Term Lender or Revolving Lender, as applicable, as to the effectiveness of each Refinancing Amendment. Refinancing Amendments may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate in the reasonable opinion of the Agent and the Borrower, to effect the provisions of this Section 2.19(a) and to reflect the existence and terms of the Refinancing Advances incurred pursuant thereto (including any amendments necessary to treat the Advances subject thereto as Refinancing Term Advances or Refinancing Revolving Advances, respectively). This Section 2.19(a)(ii) supersedes any provision in this Agreement to the contrary (including Section 8.01). Each of the parties hereto hereby agrees that, upon the effectiveness of any Refinancing Amendment, this Agreement and the other Loan Documents, as applicable, will be amended to the extent necessary to reflect the existence and terms of the Refinancing Advances.

(iv) Refinancing Advances may be provided by any existing Lender (it being understood that no existing Lender shall have an obligation to make all or any portion of any Refinancing Advance) or by any Additional Lender on terms permitted by this Section 2.19(a).

(v) The Borrower will use the proceeds of the Refinancing Advances to retire the applicable Indebtedness in respect of all or any portion of the Advances then outstanding under this Agreement and to pay accrued interest, fees, premiums (if any) and penalties thereon and fees, expenses, OID and upfront fees associated with the refinancing.

(b) Extensions.

(i) Pursuant to one or more offers (each, an “Extension Offer”) made from time to time by the Borrower to all Lenders holding Advances or Commitments of a particular Class with a like Maturity Date, the Borrower may extend such Maturity Date and otherwise modify the terms of such Advances or Commitments pursuant to the terms set forth in an Extension Offer (each, an “Extension,” and each group of Advances or Commitments so extended, as well as any Advances of the same Class not so extended, each being a “tranche” for purposes of this Section 2.19(b)). Each Extension Offer will specify the minimum amount of Advances or Commitments with respect to which an Extension Offer may be accepted, which will be an integral multiple of $1.0 million and an aggregate principal amount that is not less than $10.0 million, or if less, (A) the aggregate principal amount of such Advances outstanding or (B) such lesser minimum amount as is approved by the Agent (such consent not to be unreasonably withheld, conditioned or delayed). If the aggregate outstanding principal amount of such Advances (calculated on the face amount thereof) or Commitments in respect of which Lenders have accepted an Extension Offer exceeds the maximum aggregate principal amount of Advances or Commitments offered to be extended pursuant to such Extension Offer, then the Advances or Commitments of such Lenders will be extended ratably up to such maximum amount based on the respective principal amounts (but not to exceed actual holdings of record) with respect to which such Lenders have accepted such Extension Offer. The terms of an Extension Offer shall be determined by the Borrower, and Extension Offers may contain one or more conditions to their effectiveness, including a condition that a minimum amount of Advances or Commitments of any or all applicable tranches be tendered.

(ii) The Lenders hereby irrevocably authorize the Agent to enter into amendments to this Agreement and the other Loan Documents (each, an “Extension Amendment”) as may be necessary or appropriate in order to effect the provisions of this Section 2.19(b), establish new tranches in respect of Extended Advances and Extended Commitments and such amendments as permitted by clause (v) below as may be necessary or appropriate in the reasonable opinion of the Agent and the Borrower in connection with the establishment of such Extended Advances and Extended Commitments. This Section 2.19(b)(ii) supersedes any provision(s) in Section 2.15 or Section 8.01 to the contrary. Except as otherwise set forth in an Extension Offer, there will be no other conditions to the effectiveness of an Extension Amendment. Extensions will not constitute a voluntary or mandatory payment or prepayment for purposes of this Agreement.

(iii) The terms of any Extended Advances and Extended Commitments will be set forth in an Extension Offer and as agreed between the Borrower and the Extending Lenders accepting such Extension Offer; provided that:

(A) the final maturity date of such Extended Advances and Extended Commitments will be no earlier than the Latest Maturity Date applicable to the Advances or Commitments subject to such Extension Offer;

(B) the Weighted Average Life to Maturity of any Extended Advances that are Term Advances will be no shorter than the remaining Weighted Average Life to Maturity of the Term Advances subject to such Extension Offer;

(C) the proposed terms of any Extended Advances that are Term Advances to be established shall (x) be identical as offered to each Lender under such existing tranche of Term Advance (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all such Extending Lenders (other than any transaction or similar fee payable to the applicable consenting Lenders in connection with such Extension Amendment)) and offered pro rata to each Lender under such existing tranche of Term Advance and (y) be substantially identical to, or (taken as a whole) no more favorable (as reasonably determined by the Borrower) to the Extending Lenders than, those applicable to the existing tranche of Term Advances subject to such Extension Offer (except if the existing Lenders receive the benefit of such favorable terms or for covenants or other provisions applicable only to periods after the Latest Maturity Date or if such terms reflect market terms and conditions at such time), including: (i) all or any of the scheduled amortization payments of principal of the Extended Advances may be delayed to later dates than the scheduled amortization payments of principal of the existing tranche of Term Advances, to the extent provided in the applicable Extension Amendment; provided, however, that at no time shall there be Classes of Term Advances hereunder (including Refinancing Advances and Extended Advances, which are, in each case, Term Advances) which have more than five different Maturity Dates; (ii) the all-in yield, pricing, optional redemptions and prepayments with respect to the Extended Advances (whether in the form of interest rate margin, rate floors, upfront fees, funding discounts, OID, premiums or otherwise) may be different than the all-in yield, pricing, optional redemptions and prepayments for the Term Advances of such existing tranche of Term Advances, in each case, to the extent provided in the applicable Extension Amendment; (iii) the Extension Amendment may provide for other covenants and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Advances); and (iv) Extended Advances may have call protection

and prepayment premiums and, subject to clause (ii) above, other redemption terms as may be agreed by the Borrowers and the Extending Lenders thereof; any Extended Advances that are Term Advances participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments of the Term Advances (in each case, other than pursuant to a refinancing or with respect to greater than pro rata payments to an earlier maturing tranche) and may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of the Term Advances; and

(D) any extension of such Extended Advances shall be subject to no Event of Default under Section 8.01(a) or (f); provided that this clause (D) may be waived by the Extending Lenders accepting such Extension Offer (notwithstanding anything to the contrary contained in Section 8.01 or any other provision of any Loan Document).

Any Extended Advances will constitute a separate tranche of Term Advances or Revolving Credit Advances from the Term Advances or Revolving Credit Advances held by Lenders that did not accept the applicable Extension Offer.

(iv) In the case of any Extension of Revolving Credit Commitments or Revolving Credit Advances, the following shall apply:

(A) the proposed terms of any Extension of Revolving Credit Commitments or Revolving Credit Advances to be established, shall (x) be identical as offered to each Lender under such existing tranche of Revolving Credit Advances (including as to the proposed interest rates and fees payable, but excluding any arrangement, structuring or other fees payable in connection therewith that are not generally shared with all such Extending Lenders (other than any transaction or similar fee payable to the applicable consenting Lenders in connection with such Extension Amendment)),

(B) except as to interest rates, fees, optional redemption or prepayment terms, final maturity, and after the final maturity date, any other covenants and provisions (which shall be determined by the Borrower and the Extending Lenders and set forth in the relevant Extension Offer), the Extension of Revolving Credit Commitments or Revolving Credit Advances extended pursuant to an Extension Offer, and the related outstandings, shall be a Revolving Credit Commitment (or related outstandings, as the case may be) which shall reflect market terms and conditions at the time of the Extension (as determined by the Borrower): (i) the Maturity Date of such Extended Advances may be delayed to a later date than the Maturity Date of the Revolving Credit Commitments of such existing tranche of Revolving Credit Advances, to the extent provided in the applicable Extension Amendment; (ii) the all-in yield, pricing, optional redemption or prepayment terms, with respect to extensions of credit under

the Extended Advances of Revolving Credit Commitments (whether in the form of interest rate margin, rate floors, upfront fees, funding discounts, OID, premiums or otherwise) may be different than the all-in yield, pricing, optional redemption or prepayment terms, for extensions of credit under the Revolving Credit Commitments of such existing tranche of Revolving Credit Advances, in each case, to the extent provided in the applicable Extension Amendment and (iii) the Extension Amendment may provide for other covenants (as determined by the Borrower and Lenders extending) and terms that apply solely to any period after the Latest Maturity Date that is in effect on the effective date of the Extension Amendment (immediately prior to the establishment of such Extended Advances);

(C) all borrowings and all prepayments of Revolving Credit Advances shall continue to be made on a ratable basis among all Revolving Lenders, based on the relative amounts of their Revolving Credit Commitments, until the repayment of the Revolving Credit Advances attributable to the non-extended Revolving Credit Commitments on the relevant Maturity Date;

(D) the allocation of the participation exposure with respect to any then-existing or subsequently issued Letter of Credit as between the Revolving Credit Commitments of such new tranche and the remaining Revolving Credit Commitments shall be made on a ratable basis in accordance with the relative amounts thereof until the Maturity Date relating to such non-extended Revolving Credit Commitments has occurred;

(E) the Maturity Date with respect to the Revolving Credit Commitments may not be extended without the prior written consent of the Swing Line Bank and the Issuing Banks; and

(F) at no time shall there be more than five (5) different tranches of Revolving Credit Commitments (or greater than five (5) tranches to the extent agreed by the Agent).

(v) No consent of any Lender or any other Person will be required to effectuate any Extension, other than the consent of the Agent (such consent not to be unreasonably withheld, delayed or condition), the Borrower and the applicable Extending Lender(s). The transactions contemplated by this Section 2.19(b) (including, for the avoidance of doubt, payment of any interest, fees or premium in respect of any Extended Advances on such terms as may be set forth in the relevant Extension Offer) will not require the consent of any other Lender or any other Person, and the requirements of any provision of this Agreement or any other Loan Document that may otherwise prohibit any such Extension or any other transaction contemplated by this Section 2.19(b) will not apply to any of the transactions effected pursuant to this Section 2.19(b).

Section 2.20 Defaulting Lender.

(a) If a Lender becomes, and during the period it remains, a Defaulting Lender, the following provisions shall apply:

(i) with respect to any Defaulting Lender that is a Revolving Lender, such Defaulting Lenders’ Ratable Share of the L/C Exposure and the Swing Line Advances will, subject to the limitation in the proviso below, automatically be reallocated (effective on the day such Lender becomes a Defaulting Lender) among the Revolving Lenders that are Non-Defaulting Lenders pro rata in accordance with their respective Revolving Credit Commitments (such reallocation to be repeated as of any date that a Revolving Lender becomes a Defaulting Lender, whether on the date that such Revolving Lender is required to purchase its participation in any Letter of Credit or otherwise); provided that (A) with respect to the Revolving Lenders, the sum of each such Non-Defaulting Lender’s aggregate principal amount of Revolving Credit Advances, allocated share of the L/C Exposure and allocated share of the principal amount of outstanding Swing Line Advances may not in any event exceed the Revolving Credit Commitment of such Non-Defaulting Lender as in effect at the time of such reallocation and (B) neither such reallocation nor any payment by any such Non-Defaulting Lender pursuant thereto will constitute a waiver or release of any claim the Borrower, the Agent, any Issuing Bank, any Swing Line Bank or any other Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a Non-Defaulting Lender;

(ii) with respect to any Defaulting Lender that is a Revolving Lender, to the extent that any portion (the “unreallocated portion”) of such Defaulting Lender’s share of the L/C Exposure and Swing Line Advances cannot be so reallocated, whether by reason of the proviso in clause (i) above or otherwise, the Borrower will, not later than three (3) Business Days after demand by the Agent (at the direction of an Issuing Bank and/or a Swing Line Bank, as the case may be), (A) Cash Collateralize the obligations of the Borrower to each Issuing Bank and each Swing Line Bank in respect of such L/C Exposure or Swing Line Advances, as the case may be, in an amount at least equal to the aggregate amount of the unreallocated portion of such L/C Exposure or Swing Line Advances, or (B) in the case of such Swing Line Advances, prepay (subject to clause (iii) below) and/or Cash Collateralize in full the unreallocated portion thereof, or (C) make other arrangements satisfactory to the Agent, and to each Issuing Bank and each Swing Line Bank, as the case may be, in their sole discretion to protect them against the risk of non-payment by such Defaulting Lender; provided that cash collateral (or the appropriate portion thereof) provided in respect of the unreallocated portion of the L/C Exposure or Swing Line Advances shall be released promptly following: (x) the elimination of the applicable L/C Exposure or Swing Line Advances giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender) or (y) the Borrower notifying the Agent that such cash collateral exceeds the required amount of Cash Collateralization and the Agent’s confirmation of such excess (it being understood that only such excess amount shall be so released); provided further that in accordance with Section 2.04, to the extent that the Borrower has Cash Collateralized the aggregate amount of the unreallocated portion of such L/C Exposure or Swing Line Advances, such unreallocated portion shall not accrue any fees, commissions or interest; and

(iii) any amount paid by the Borrower or otherwise received by the Agent for the account of a Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or distributed to such Defaulting Lender, but will instead be, at the direction of the Borrower (A) with respect to any Revolving Lender that is a Defaulting Lender, be retained by the Agent to Cash Collateralize the obligations of the Borrower to each Issuing Bank and each Swing Line Bank in respect of such Defaulting Lender’s unreallocated portion of the L/C Exposure or Swing Line Advances or to fund any Advance in respect of which such Defaulting Lender has failed to fund its portion thereof as required, or (B), be retained by the Agent in a segregated non-interest bearing account until (subject to Section 2.20(d)) the termination of the Commitments and payment in full of all obligations of the Borrower hereunder and will be applied by the Agent, to the fullest extent permitted by law, to the making of payments from time to time in the following order of priority:

first to the payment of any amounts owing by such Defaulting Lender to the Agent under this Agreement,

second to the payment of any amounts owing by any Revolving Lender that is a Defaulting Lender to an Issuing Bank or a Swing Line Bank (pro rata as to the respective amounts owing to each of them) under this Agreement,

third to the payment of post-default interest and then current interest due and payable to Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such interest then due and payable to them,

fourth to the payment of fees then due and payable to the Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them,

fifth to pay principal then due and payable to the Non-Defaulting Lenders hereunder ratably in accordance with the amounts thereof then due and payable to them,

sixth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and

seventh after the termination of the Commitments, the expiration, termination or cancellation of all Letters of Credit and payment in full of all obligations of the Borrower hereunder, to pay amounts owing under this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.

Subject to Section 2.04, any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto; provided that any such amount received by the Agent pursuant to this Section 2.20(a)(iii) shall, subject to Section 2.20(c), be released to the applicable Defaulting Lender promptly upon such Defaulting Lender no longer being deemed to be a Defaulting Lender.

(b) No Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.20, performance by the Borrower of its obligations shall not be excused or otherwise modified, as a result of the operation of this Section 2.20. The rights and remedies against a Defaulting Lender under this Section 2.20 are in addition to any other rights and remedies which the Borrower, the Agent or any Lender may have against such Defaulting Lender.

(c) If the Borrower and the Agent agree in writing in their reasonable determination that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase that portion of outstanding Advances and (if such Defaulting Lender is a Revolving Lender) L/C Exposure of the other Lenders or take such other actions as the Agent may determine to be necessary to cause the Advances and (if such Defaulting Lender is a Revolving Lender) L/C Exposure to be held on a pro rata basis by the applicable Lenders in accordance with their pro rata share, whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from such Lender’s having been a Defaulting Lender.

(d) The Borrower’s obligation to provide cash collateral as and when required pursuant to this Section 2.20 is a required payment under this Agreement.

Section 2.21 Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.11, or if the Borrower is required to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or if any Lender is a Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 8.07), all of its interests, rights and obligations under this Agreement to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i) the Borrower shall have paid to the Agent the assignment fee (if any) specified in Section 8.07;

(ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Advances and, if such Lender is a Revolving Lender, participations in any drawings under Letters of Credit, accrued interest thereon, accrued fees and all other amounts payable to it hereunder (including any amounts under Section 8.04(c)) from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(iii) in the case of any such assignment resulting from a claim for compensation under Section 2.11 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction in such compensation or payments thereafter; and

(iv) such assignment does not conflict with applicable law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Each party hereto agrees that (i) an assignment required pursuant to this Section 2.21 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Agent and the assignee and (ii) the Lender required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided, that, following the effectiveness of any such assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender, provided, further that any such documents shall be without recourse to or warranty by the parties thereto.

(b) Each Lender may make any Advance to the Borrower through any Applicable Lending Office that has complied with Section 2.14(g); provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Advance in accordance with the terms of this Agreement. If any Lender requests compensation under Section 2.11, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.11 or Section 2.14, as the case may be, in the future, and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

Section 2.22 Benchmark Replacement Setting. Notwithstanding anything to the contrary herein:

(a) Benchmark Replacement. Upon the occurrence of a Benchmark Transition Event, the Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Agent has posted such proposed amendment to all affected Lenders and the Borrower so long as the Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 2.22(a) will occur prior to the applicable Benchmark Transition Start Date.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the Agent will have the right, in consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement.

(c) Notices; Standards for Decisions and Determinations. The Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes. The Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 2.22(d) and (y) the commencement of any Benchmark Unavailability Period. For the avoidance of doubt, any notice required to be delivered by the Agent as set forth in this Section 2.22 may be provided, at the option of the Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 2.22.

(d) Unavailability of Tenor of Benchmark. At any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a

public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e) Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of, conversion to or continuation of SOFR Advances to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Base Rate Advances. During a Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

(f) Certain Defined Terms. As used in this Section 2.22:

“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if the then-current Benchmark is a term rate, any tenor for such Benchmark that is or may be used for determining the length of an Interest Period or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.22(d).

“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.22(a).

“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the sum of: (a) the alternate benchmark rate that has been selected by the Agent and the Borrower giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for U.S. dollar-denominated syndicated credit facilities at such time and (b) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement:

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

“Benchmark Replacement Date” means a date and time determined by the Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a) in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b) in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which all Available Tenors of such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) have been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(b) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

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

“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Section 2.22 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder in accordance with Section 2.22.

“Floor” means a rate of interest equal to 0.00%.

“Relevant Governmental Body” means the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

Section 2.23 Additional Advances.

(a) Incremental Advance Request. The Borrower may at any time and from time to time, on one or more occasion, after the Closing Date, by notice to the Agent, (i) increase the aggregate principal amount of any outstanding Class of Term Advances or add one or more additional Classes of term loans under the Loan Documents (each an “Incremental Term Facility” and the term loans made thereunder, the “Incremental Term Advances”) or (ii) increase the aggregate principal amount of one or more Classes of Revolving Credit Commitments (a “Revolving Commitment Increase”) or establish one or more new Classes of revolving credit commitments (each an “Incremental Revolving Facility” and the revolving loans and other extensions of credit made thereunder, the “Incremental Revolving Advances”) (each such increase to any existing Class of Advances or creation of a new Class of Advances pursuant to the preceding clauses (i) and (ii), an “Incremental Facility” and the loans or other extensions of credit made thereunder, the “Incremental Advances”).

(b) Ranking. Incremental Facilities will (a) rank pari passu in right of payment with the Escrow Funding Date Advances and (b) will be unsecured.

(c) Size. The aggregate principal amount of Incremental Facilities on any date Indebtedness thereunder is first incurred, will not exceed an amount equal to the Dollar equivalent of the sum of:

(i) in the case of usage under this clause (i), so long as the Borrower is in pro forma compliance with the Financial Covenant (whether or not the Financial Covenant is otherwise required to be complied with at such time): (A) $400 million less (B) the aggregate principal amount of all additional Facilities incurred or issued in reliance on preceding clause (i)(A) (this clause (i), the “Incremental Fixed Basket”); plus

(ii) (A) the principal amount of all voluntary prepayments (accompanied, to the extent such prepayments are of Revolving Credit Advances, by a Revolving Credit Commitment reduction in like amount under the Revolving Credit Facility) of the Advances (including any Incremental Advances incurred in reliance on the Incremental Fixed Basket or this clause (ii)) (other than voluntary prepayments and voluntary commitment reductions to the extent funded by a contemporaneous refinancing or new long-term Indebtedness) prior to such time less (B) any Incremental Facility incurred in reliance on the basket in this clause (ii); plus

(iii) unlimited additional amounts so long as, in the case of this clause (iii), on the date of incurrence thereof and (A) assuming any Incremental Revolving Facility is fully drawn and (B) excluding the cash proceeds of any Incremental Facility from any unrestricted cash permitted to be netted in the calculation of unrestricted cash (other than the cash proceeds any Incremental Facility that are used to repay Indebtedness, which shall be given pro forma effect) (the amount under clauses (i), (ii) and (iii), the “Additional Facility Limit”), the Asset Coverage Ratio on a pro forma basis will be no greater than 0.75 to 1.00 (it being acknowledged that (x) each Incremental Facility shall be incurred under this clause (iii) if this clause (iii) is available at the time of such incurrence (up to the maximum amount so available), (y) any additional amounts incurred at any time that this clause (iii) is unavailable shall be incurred under clauses (i) and/or (ii), and (z) any simultaneous incurrence under clauses (i) and/or (ii) shall not be given pro forma effect for purposes of determining the Asset Coverage Ratio). For the avoidance of doubt, undrawn Commitments under existing Facilities shall be disregarded for purposes of calculating the amounts available under this clause (iii).

Each Incremental Facility will be in an integral multiple Dollar amount of $1.0 million and in an aggregate principal Dollar amount that is not less than $10.0 million (or such lesser minimum amount approved by the Agent in its reasonable discretion); provided that such amount may be less than such minimum amount or integral multiple amount if such amount represents all the remaining availability under the Additional Facility Limit.

(d) Incremental Lenders. Incremental Facilities may be provided by any existing Lender (it being understood that no existing Lender will have an obligation to make all or any portion of any Incremental Advance, nor will the Borrower have any obligation to approach any existing Lender(s) to provide any Incremental Advance) or by any Additional Lender on terms permitted by this Section 2.23. While existing Lenders may (but are not obligated, unless invited and so elect, to) participate in any syndication of an Incremental Facility and may (but are not obligated, unless invited and so elect, to) become lenders with respect thereto, the existing Lenders will not have any right to participate in any syndication, and will not have any right of first refusal or other right to provide all or any portion of any Incremental Facility or Incremental Advance except to the extent the Borrower and the arrangers thereof, if any, in their discretion, choose to invite or include any such existing Lender (which may or may not apply to all existing Lenders and may or may not be pro rata among existing Lenders). Final allocations in respect of Incremental Facilities will be made by the Borrower together with the arrangers thereof, if any, in their discretion, on the terms permitted by this Section 2.23.

(e) Incremental Facility Amendments; Use of Proceeds. Each Incremental Facility will become effective pursuant to an amendment (each, an “Incremental Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Person providing such Incremental Facility and the Agent. The Agent will promptly notify each Lender as to the effectiveness of each Incremental Amendment. Incremental Amendments may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents to the extent necessary to (i) reflect the existence and terms of such increase or addition in accordance with the provisions of this Section 2.23 and (ii) address technical issues relating to funding and payments, and the Required Revolving Lenders or the Required Term Lenders, as applicable, hereby expressly authorize the Agent to enter into any such Incremental Amendment. This Section 2.23 supersedes any provision in this Agreement to the contrary (including Section 8.01). Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Amendment, this Agreement and the other Loan Documents, as applicable, will be amended to the extent necessary to reflect the existence and terms of the Incremental Facility and the Incremental Advances evidenced thereby. The Borrower may use the proceeds of the Incremental Advances for any purpose not prohibited by this Agreement.

(f) Conditions. The availability of Incremental Facilities under this Agreement will be subject solely to the following conditions (subject to Section 1.06):

(i) no Event of Default shall exist after giving effect to such Incremental Facilities; provided that the condition set forth in this clause (i) may be waived (or not required or may be limited) by the Persons providing such Incremental Facilities if such Incremental Facility is provided in connection with a Limited Condition Transaction; provided further that any Event of Default then existing under Sections 6.01(a) (solely with respect to non-payment of principal), 6.01(g), or 6.01(h) may not be waived (or not required) by the Persons providing such Incremental Facilities; and

(ii) the representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and immediately after giving effect to, the incurrence of such Incremental Facilities and the initial Advances thereunder; provided that, if such Incremental Facility is provided in connection with a Limited Condition Transaction, the condition set forth in this clause (ii) may be waived (or not required or may be limited) by the Persons providing such Incremental Facilities (other than with respect to the Specified Representations (conformed as reasonably necessary for such Limited Condition Transaction)).

(g) Terms. Each Incremental Amendment will set forth the amount and terms of the relevant Incremental Facility. The terms of each Incremental Facility will be as agreed between the Borrower and the Persons providing such Incremental Advances; provided that:

(i) the final maturity date of such Incremental Term Advances will be no earlier than the Latest Maturity Date of the Term Advances made on the Escrow Funding Date; provided that this clause (i) shall not apply to the incurrence of any such Indebtedness pursuant to the Inside Maturity Exception;

(ii) the Weighted Average Life to Maturity of such Incremental Term Advances will be no shorter than the longest remaining Weighted Average Life to Maturity of the Term Advances made on the Escrow Funding Date; provided that this clause (ii) shall not apply to the incurrence of any such Indebtedness pursuant to the Inside Maturity Exception;

(iii) such Incremental Term Advances may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) in any mandatory repayments or prepayments of the Term Advances (in each case, other than pursuant to a refinancing or with respect to greater than pro rata payments to an earlier maturing tranche) and may participate on a pro rata basis, less than pro rata basis or greater than pro rata basis in any voluntary prepayments of the Term Advances; provided that this clause (iii) shall not apply to the incurrence of any such Indebtedness pursuant to the Inside Maturity Exception;

(iv) shall not have any Guarantors other than those guaranteeing the Closing Date Term Advances and the Revolving Credit Advances after giving effect to the transactions occurring on the effective date of such Incremental Facility;

(v) the terms and provisions of any Incremental Revolving Increase shall be identical to the Class of Revolving Credit Commitments and related Revolving Advances subject to increase by such Incremental Amendment (and be deemed added to, and made a part of, such Class) (it being understood that, if required to consummate any Incremental Revolving Commitments, the Borrower may increase the pricing, interest rate margins, rate floors and undrawn fees on the applicable Revolving Credit Commitments being increased for all lenders under such Revolving Credit Commitments, but additional upfront, arrangement, syndication or other fees may be payable to the agents, arrangers and lenders participating in such Incremental Revolving Commitments without any requirement to pay such amounts to any existing Revolving Lenders); and

(vi) except as otherwise set forth herein, all other terms of any (A) Incremental Facility will be on terms and pursuant to documentation applicable to the Class of Advances being increased or created by such Incremental Facility and (B) Incremental Facility shall be on terms and pursuant to documentation to be determined by the Borrower and the providers of such Incremental Facility;

provided, that to the extent such terms are not consistent with this Agreement, as determined in good faith by the Borrower, such terms (taken as a whole) shall be no more favorable (as reasonably determined by the Borrower) to the Persons providing such Incremental Advances than those applicable to those set forth in this Agreement prior thereto (except if the existing Lenders receive the benefit of such favorable terms or for covenants or other provisions applicable only to periods after the Latest Maturity Date or if such terms reflect market terms and conditions at such time).

(h) Pricing. The interest rate, fees, and original issue discount for any Incremental Facilities will be as determined by the Borrower and the Persons providing such Incremental Facilities.

(i) Reallocation of Revolving Exposure. Upon each Revolving Commitment Increase pursuant to this Section 2.23,

(i) each Revolving Lender immediately prior to such increase will automatically and without further act be deemed to have assigned to each lender providing a portion of such increase (each an “Incremental Revolving Lender”), and each such Incremental Revolving Lender will automatically and without further act be deemed to have assumed, a portion of such Revolving Lender’s participations hereunder in outstanding Letters of Credit and Swing Line Advances such that, after giving effect to each such deemed assignment and assumption of participations, the percentage of the aggregate outstanding participations hereunder in Letters of Credit and Swing Line Advances held by each Revolving Lender will equal the percentage of the aggregate Revolving Credit Commitments of all Revolving Lenders represented by such Revolving Lender’s Revolving Credit Commitments;

(ii) if, on the date of such increase, there are any Revolving Credit Advances outstanding, such Revolving Credit Advances shall on or prior to the effectiveness of such Incremental Revolving Facility be prepaid from the proceeds of Incremental Revolving Advances made hereunder (reflecting such increase in Revolving Credit Commitments), which prepayment shall be accompanied by accrued interest on the Revolving Credit Advances being prepaid and any costs incurred by any Revolving Lender in accordance with Section 8.04; and

(iii) the Agent and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to the transactions effected pursuant to the immediately preceding clauses (i) and (ii).

ARTICLE 3

CONDITIONS TO EFFECTIVENESS AND LENDING

Section 3.01 Conditions Precedent to Escrow Funding. The effectiveness of this Agreement and the obligation of each Lender to fund the Escrow Funding Date Advances to the Escrow Agent on the Escrow Funding Date, shall be subject solely to the satisfaction (or waiver by the Lead Arrangers) of the following conditions precedent::

(a) The Agent’s receipt of copies of the following, each of which may be in .pdf format:

(i) counterparts of this Agreement and the GATX Guaranty each properly executed by a Responsible Officer of the Borrower or the GATX Guarantor (as applicable);

(ii) counterparts of the Escrow Agreement, duly executed and delivered by the parties thereto;

(iii) certificates of good standing from the secretary of state of the state of organization of each of the Borrower and the GATX Guarantor (to the extent such concept exists in such jurisdiction) as of a recent date prior to the Escrow Funding Date, customary certificates of resolutions or other action, incumbency certificates or other certificates of Responsible Officers of each of the Borrower and the GATX Guarantor evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such party is a party or is to be a party on the Escrow Funding Date;

(iv) a customary legal opinion from Mayer Brown LLP, special counsel to the Borrower and the GATX Guarantor;

(v) a solvency certificate from a Responsible Officer of the Borrower (after giving effect to the Closing Date Transactions) substantially in the form attached hereto as Exhibit D.

(b) [Reserved].

(c) The Lead Arrangers shall have received the Purchase Agreement Financials; provided that the Lead Arrangers hereby acknowledge that they have received the Purchase Agreement Financials for the fiscal quarter ended September 30, 2025 and that such Purchase Agreement Financials satisfy the conditions in this clause (c).

(d) The Agent shall have received at least three (3) Business Days prior to the Escrow Funding Date:

(i) all documentation and other information in respect of the GATX Guarantor and the Borrower required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, that has been requested in writing by it at least ten (10) Business Days prior to the Escrow Funding Date; and

(ii) solely to the extent required by the Beneficial Ownership Regulation, a Beneficial Ownership Certification from the Borrower to the Agent that has been requested by the Agent in writing at least ten (10) Business Days prior to the Escrow Funding Date.

(e) All fees due to the Agent, the Lead Arrangers and the Lenders on the Escrow Funding Date or the Closing Date pursuant to the Fee Letter shall have been paid (or will be paid on the Escrow Release Date, which payment may be made with the proceeds of the Escrow Funding Date Advances), and all reasonable and documented out-of-pocket expenses to be paid or reimbursed to the Agent and the Lead Arrangers on the Escrow Funding Date or Closing Date hereunder that have been invoiced at least three (3) Business Days prior to the Escrow Funding Date shall have been paid (or will be paid on the Escrow Release Date, which payment may be made with the proceeds of the Escrow Funding Date Advances).

Section 3.02 Escrow Release Conditions. The Obligations of the Agent to deliver a direction to the Escrow Agent directing it to release the Escrow Funding Date Advances to the applicable Escrow Recipient pursuant to the Escrow Agreement, and to cause such release to occur by no later than the first Business Day after the Closing Date shall, subject to Section 1.06, be subject solely to the prior or concurrent satisfaction (or waiver by the Lead Arrangers) of each of the following conditions precedent (and, upon such satisfaction or waiver, Agent agrees to immediately deliver said direction to the Escrow Agent):

(a) The Escrow Funding Date shall have occurred.

(b) [Reserved].

(c) The Lead Arrangers shall have received a certification by a Responsible Officer of the Borrower that the following conditions have been satisfied:

(i) (x) the Specified Representations shall be true and correct in all material respects on and as of the Closing Date and the Escrow Release Date and (y) the Specified Purchase Agreement Representations shall be true and correct in all material respects on and as of the Closing Date; provided that to the extent such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date;

(ii) prior to or substantially concurrently with the release of funds from escrow pursuant to the Escrow Agreement on the Escrow Release Date, (A) the Equity Contribution (subject to any reduction that would be required pursuant to the proviso of this Section 3.02(c)(ii)) shall have been consummated, and (B) the other Closing Date Transactions shall have been consummated in all material respects accordance with the Purchase Agreement as in effect on May 29, 2025, after giving effect to any modifications, amendments, supplements, consents or

waivers thereto, other than those modifications, amendments, supplements, consents or waivers by the Borrower that are materially adverse to the Lenders or the Lead Arrangers (in their capacities as such on the Closing Date) without the Lead Arrangers’ prior written consent (such consent not to be unreasonably conditioned, delayed or withheld), it being understood and agreed that any modification, amendment, supplement, consent or waiver to the Purchase Agreement resulting in (x) any increase in the Closing Cash Consideration paid to effectuate the Closing Date Transactions shall be deemed to be not materially adverse to the Lenders and the Lead Arrangers so long as such increase is less than or equal to fifteen percent (15%) of the Closing Cash Consideration or, in the case of an increase greater than fifteen percent (15%) of the Closing Cash Consideration, is not funded with additional Indebtedness, or (y) any decrease in the Closing Cash Consideration shall be deemed to be not materially adverse to the Lenders and the Lead Arrangers so long as such decrease is less than or equal to fifteen percent (15%) of the Closing Cash Consideration or so long as, in the case of a decrease in excess of fifteen percent (15%) of the Closing Cash Consideration, such excess is applied to reduce the Commitments and the Equity Contribution pro rata on a Dollar-for-Dollar basis; provided further that it is agreed and understood that no working capital or similar adjustment provisions set forth in the Purchase Agreement as in effect on May 29, 2025, shall constitute a decrease or increase in Closing Cash Consideration (or otherwise constitute a waiver, amendment or modification to the Purchase Agreement) for purposes of this Section 3.02(c)(ii). The Lead Arrangers shall be deemed to have consented to any such modification, amendment, consent or waiver unless they shall object thereto in writing (including via email) within 3 Business Days of receipt of written notice of such modification, amendment, consent or waiver.

(d) No Closing Date Material Adverse Effect shall have occurred during the period from May 29, 2025, and prior to the Closing Date and be continuing as of the Closing Date.

Section 3.03 Conditions Precedent to Future Advances and Letter of Credit Issuances. Except as set forth in Section 2.23 with respect to Incremental Advances, Section 2.19(a) with respect to Refinancing Advances, and Section 2.19(b) with respect to Extended Advances, and subject to Section 1.06, the obligation of each Lender to honor any Notice of Borrowing and each Swing Line Bank to make an Advance (other than (x) a Swing Line Advance made by a Lender pursuant to Section 2.02(b) or (y) an Advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c)) after the Escrow Release Date is subject to the following conditions precedent (provided that a Conversion or continuation of any Advance shall not be considered a Borrowing or an Advance for purposes of this Section 3.03):

(a) The representations and warranties contained in Section 4.01 (except the representations set forth in clauses (d)(ii) thereof and (f) thereof) or any other Loan Document shall be true and correct in all material respects on and as of the date of such Advance or issuance; provided that to the extent that such representations and warranties specifically refer to an earlier date, they shall be true and correct in all material respects as of such earlier date; provided further that, any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates.

(b) No Default shall exist or would result from such proposed Advance or issuance or from the application of the proceeds therefrom.

(c) The Agent shall have received a Notice of Borrowing or Notice of Issuance, as applicable, in accordance with the requirements hereof.

In addition to the other conditions precedent set forth in this Section 3.03, if any Revolving Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing Bank will be required to issue any Letter of Credit or to amend any outstanding Letter of Credit to increase the face amount thereof, alter the drawing terms thereunder or extend, or permit the extension of, the expiry date thereof, and no Swing Line Bank will be required to make any Swing Line Advance, unless any Fronting Exposure that would result therefrom is eliminated or fully covered by the Revolving Credit Commitments of the Revolving Lenders that are Non-Defaulting Lenders or by Cash Collateralization or a combination thereof satisfactory to such Issuing Bank or Swing Line Bank.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties. (i) Other than with respect to Section 4.01(d)(ii), subject to Section 3.02, as of the Closing Date, and (ii) as of each other date after the Escrow Release Date to the extent required pursuant to Section 3.03, the Borrower (as to itself and/or its Subsidiaries (as applicable)) represents and warrants to the Agent, the Issuing Banks and the Lenders as follows:

(a) Organization; Powers. Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted, in the case of each of the foregoing, for each Subsidiary that is not a Material Subsidiary, except where the failure to do so individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

(b) Authorization; Enforceability. The Transactions (including, on the Closing Date only, the Closing Date Transactions) are within the Borrower’s and its Subsidiaries’ corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law;

provided that no representation as to the legality, validity, binding obligation or enforceability is given as to the matters set forth in Section 8.14.

(c) Governmental Approvals; No Conflicts. The Transactions (including, on the Closing Date only, the Closing Date Transactions) (i) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (ii) will not violate any applicable law or regulation or the charter, by-laws or other organizational documents of the Borrower or any of its Subsidiaries or any order of any Governmental Authority, (iii) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Borrower or any of its Subsidiaries or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of its Subsidiaries, and (iv) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of its Subsidiaries, in each case of the foregoing clauses (i) through (iv) except where the failure to do so individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(d) Financial Condition; No Material Adverse Change.

(i) The Purchase Agreement Financials present fairly, in all material respects, the financial position and results of operations and cash flows of the Borrower and its consolidated Subsidiaries as of such dates and for such periods in accordance with GAAP, subject to year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (b) of the definition of “Purchase Agreement Financials”.

(ii) Since the Closing Date (after giving effect to the Closing Date Transactions), there has been no material adverse change in the business, assets, operations or condition, financial or otherwise, of the Borrower and its Subsidiaries, taken as a whole.

(e) Properties.

(i) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except (x) for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes, or (y) where the failure to have such title or interest would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(ii) Each of the Borrower and its Subsidiaries owns, or is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(f) Litigation and Environmental Matters.

(i) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of its Subsidiaries which, individually or in the aggregate, would reasonably be expected to result in a Material Adverse Effect (other than the Disclosed Litigation).

(ii) Except for the Disclosed Litigation and except with respect to any other matters that, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect, the Borrower and its Subsidiaries (A) are in compliance with applicable Environmental Laws and with permits, license and other approvals required under any applicable Environmental Law, (B) are not subject to any Environmental Liability, (C) have not received notice of any claim with respect to any Environmental Liability (D) knows of any basis for any Environmental Liability.

(iii) Since the Closing Date (after giving effect to the Closing Date Transactions), there has been no change in the status of the Disclosed Litigation that, individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.

(g) Compliance with Laws and Agreements. Each of the Borrower and its Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(h) Investment Company Status. Neither the Borrower nor any of its Subsidiaries is required to be registered as an “investment company” as such term is defined in and under the Investment Company Act, 1940, as amended.

(i) Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (ii) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(j) ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect.

(k) Disclosure. All written factual information (other than (i) financial projections, the model, pro forma information, estimates, forecasts, and other forward-looking information (collectively, “Projections”) and (ii) information of a general economic or industry nature and all third party memos or reports furnished to the Agent and the Lenders) that has been or is hereafter made available to the Agent and the Lenders

by the Borrower or on behalf of the Borrower by any of its representatives (as supplemented from time to time, including with any disclosed matters) in connection with the Transactions, taken as a whole, is and will be (as of the date made, as supplemented from time to time) correct in all material respects and does not and will not (as of the date made, as supplemented or otherwise updated from time to time), taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, when taken as a whole, not materially misleading in light of the circumstances under which such statements were made and (b) all written financial Projections concerning the Borrower and its Subsidiaries (solely to the extent such Projections in respect of the Transferred Assets (as such term is defined in the Purchase Agreement) have been made by the Borrower), that have been or are hereafter made available to the Agent and the Lenders by the Borrower or on behalf of the Borrower by any of its representatives have been or will be prepared in good faith based upon assumptions believed by the Borrower to be reasonable at the time made; it being understood that the Projections are subject to significant uncertainties and contingencies, many of which are beyond the Borrower’s and its Subsidiaries’ control, the Projections, by their nature, are inherently uncertain and no assurances are being given that the results reflected in the Projections will be achieved and actual results may differ from the Projections and such differences may be material.

(l) Margin Stock. The Borrower is not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System, as in effect from time to time), and no proceeds of any Advance or Letter of Credit will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock, in the case of each of the foregoing, in a manner that would violate Regulation U.

(m) Anti-Corruption Laws and Sanctions. (i) No part of the proceeds of any Advance or Letter of Credit made on the Closing Date will be used by the Borrower or its Subsidiaries, directly or indirectly, in violation of any Anti-Corruption Laws or any applicable Sanctions and (ii) the Borrower has implemented and maintains in effect policies and procedures reasonably designed in accordance with applicable law to promote compliance by the Borrower, its Subsidiaries and (when acting in their respective capacities as such) their respective directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions. To the knowledge of the Borrower, the Borrower and its Subsidiaries are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Borrower, any Subsidiary or any of their respective directors or officers, or, to the knowledge of the Borrower, after due inquiry, any of its employees that will act in any capacity in connection with or benefit from the credit facility established hereby, is, or is controlled by, a Sanctioned Person.

(n) USA Patriot Act, FCPA and OFAC.

(i) On the Closing Date (after giving effect to the Closing Date Transactions), to the extent applicable, the Borrower and its Subsidiaries is in compliance, in all material respects, with (A) the Trading with the Enemy Act and each of the foreign assets control regulations of the United States Treasury Department (31 CFR Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (B) the Act, solely for purposes of Section 4.01 to the extent a breach or violation of the representation in this clause (B) would reasonably be expected to result in a Material Adverse Effect.

(ii) (A) None of the Borrower or any of its Subsidiaries nor, to the knowledge of the Borrower, any director or officer of the Borrower or its Subsidiaries are currently the subject of any U.S. sanctions program administered by the Office of Foreign Assets Control of the United States Department of the Treasury (“OFAC”), and (B) none of the Borrower or its Subsidiaries will directly or indirectly knowingly use the proceeds of the Loans or otherwise knowingly make available such proceeds to any Person, for the purpose of financing the activities of any Person, or in any country or territory that, at the time of such financing, is the subject of any U.S. sanctions program administered by OFAC, except to the extent licensed or otherwise approved by OFAC.

(iii) (A) The Borrower and its Subsidiaries are in compliance with the Beneficial Ownership Regulation and (B) the most recent Beneficial Ownership Certification provided by the Borrower to the Agent is true, complete, and correct in all respects.

ARTICLE 5

COVENANTS

Section 5.01 Affirmative Covenants. From and after the Escrow Release Date, until the Commitments and Letters of Credit have expired or been terminated and the principal of and interest on each Advance and all fees payable hereunder shall have been paid in full, the Borrower covenants and agrees with the Lenders that:

(a) Financial Statements and Other Information. The Borrower will furnish to the Agent (which shall promptly furnish to each of the Lenders):

(i) within 120 days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or material exception as to the scope of such audit (other than a “going concern” qualification or like qualification or exception or explanatory statement attributable solely to upcoming maturity under any Indebtedness or any actual or potential inability to satisfy any financial covenants on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP;

(ii) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes;

(iii) concurrently with any delivery of financial statements under clause (i) or (ii) above, a certificate of a Responsible Officer of the Borrower (A) certifying as to whether a Default has occurred since the delivery of the previous such certificate, or, with respect to the first such certificate, the Closing Date and, if such Default has occurred, specifying the details thereof and any action taken or proposed to be taken with respect thereto, (B) setting forth reasonably detailed calculations demonstrating compliance with Section 5.03 and (C) stating whether any change in GAAP or in the application thereof has occurred since the later of date of the audited financial statements referred to in Section 4.01(d) and the certificate most recently delivered under this clause (iii) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(iv) [reserved];

(v) [reserved]; and

(vi) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary, or compliance with the terms of this Agreement, as the Agent or any Lender may reasonably request, including, without limitation, information or certifications as may be required under the Beneficial Ownership Regulation, if applicable.

(b) Notices of Material Events. The Borrower will furnish to the Agent (which shall promptly furnish to each of the Lenders) prompt written notice of the following:

(i) the occurrence of any Default;

(ii) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the Borrower or any Affiliate thereof that would reasonably be expected to result in a Material Adverse Effect; and

(iii) any other development that results in a Material Adverse Effect.

Each notice delivered under this clause (b) shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

(c) Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and take all reasonable action to maintain the rights, licenses, permits, privileges and franchises material to the conduct of its business, except to the extent that failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; provided that (x) the foregoing shall not prohibit any transaction permitted or not otherwise prohibited by the other terms of this Agreement, (y) any Subsidiary of the Borrower may liquidate or dissolve and (z) the foregoing shall not prohibit any transaction between or among the Borrower and its Subsidiaries.

(d) Payment of Taxes. The Borrower will, and will cause each of its Subsidiaries to, pay its Tax liabilities before the same shall become delinquent or in default, except where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (ii) the failure to make payment would not reasonably be expected to result in a Material Adverse Effect.

(e) Maintenance of Properties; Insurance. The Borrower will, and will cause each of its Subsidiaries to, (i) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (ii) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations, in each case, except to the extent that the failure to do so under clause (i) or (ii) would not reasonably be expected to result in a Material Adverse Effect.

(f) Books and Records; Inspection Rights. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which entries are made sufficient to prepare financing statements in accordance with GAAP (or other applicable accounting rules or as otherwise disclosed to the Agent). The Borrower will, and will cause each of its Subsidiaries to, permit any representatives designated by the Agent or any Lender, upon reasonable prior notice and (unless an Event of Default has occurred and is continuing, at the expense of the Agent or such Lender, as the case may be), to visit and inspect its properties, to examine and make extracts from its books and records (other than Tax returns), and to discuss its affairs, finances and condition with its officers and independent accountants, in each case so long as (x) the Agent, such Lender or such representative agrees to treat such information and documents in accordance with Section 8.08, and (y) the officers of the Borrower and its Subsidiaries shall be afforded the opportunity to participate in any discussions with such independent accountants), all at

such reasonable times during normal business for the Borrower or such Subsidiary and as often as reasonably requested; provided that only the Agent on behalf of the Lenders may exercise rights of under this Section 5.01(f) and the Agent shall not exercise such rights more often than one (1) time during any calendar year absent the existence of an Event of Default. Notwithstanding anything to the contrary in this Section 5.01(f), none of the Borrower or any of its Subsidiaries will be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets or non-financial proprietary information, (ii) in respect of which disclosure to the Agent (or its representatives) is prohibited by contract, applicable law, rule, regulation or court order or (iii) is subject to attorney-client or similar privilege or constitutes attorney work product.

(g) Compliance with Laws, Etc. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The Borrower will maintain in effect policies and procedures reasonably designed in accordance with applicable law to promote compliance by the Borrower, its Subsidiaries and (when acting in their respective capacities as such) their respective directors, officers and employees with Anti-Corruption Laws and applicable Sanctions in each case, in all material respects to the extent required by applicable law.

(h) Use of Proceeds. The proceeds of the Advances will be used only to consummate the Closing Date Transactions and, thereafter, for capital expenditures and general corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Advance will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Federal Reserve Board, including Regulation U and Regulation X, as in effect from time to time.

(i) Hedging; Derivatives. Within 90 days following the Closing Date, the Borrower shall use commercially reasonable efforts to enter into customary interest rate hedging or other derivative transactions with respect to at least seventy percent (70%) of the aggregate principal amount of Escrow Funding Date Advances that are Term Advances and that remain outstanding on the 90^th^ day following the Closing Date.

Section 5.02 Negative Covenants. From and after the Escrow Release Date, until the Commitments and Letters of Credit have expired or terminated and the principal of and interest on each Advance and all fees payable hereunder have been paid in full, the Borrower covenants and agrees with the Lenders that:

(a) Negative Pledge. The Borrower will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien in, of or on any property of the Borrower or any of its Subsidiaries, whether now owned or hereafter acquired, except:

(i) Liens created for the benefit of the Agent, the Issuing Banks or Lenders or their respective Affiliates;

(ii) Liens existing on the date of this Agreement;

(iii) Permitted Encumbrances;

(iv) Liens on property (A) of a Subsidiary to secure only obligations owing to the Borrower or another such Subsidiary or (B) of any Person which becomes a Subsidiary after the date of this Agreement, provided that such Liens in this clause (B) are in existence at the time such Person becomes a Subsidiary and were not created in anticipation thereof;

(v) Liens (x) upon real and/or tangible personal property acquired after the Closing Date (by purchase, construction or otherwise) by the Borrower or any of its Subsidiaries, each of which Liens either (A) existed on such property before the time of its acquisition and was not created in anticipation thereof, or (B) was created solely for the purpose of securing Indebtedness representing, or incurred to finance, refinance or refund, the cost (including the cost of construction) of such property; provided that no such Lien shall extend to or cover any property of the Borrower or such Subsidiary other than the property so acquired and improvements thereon (or the Equity Interests of the Person that owns such property); provided, further, that the principal amount of Indebtedness secured by any such Lien shall at no time exceed the fair market value (as determined in good faith by a Responsible Officer of the Borrower) of such property at the time such Lien is created and (y) securing Capital Lease Obligations;

(vi) Liens on assets related to railcar operating leases (including, but not limited to, car service contracts and cash collateral accounts funded with revenues under such leases) securing obligations of the Borrower or any Subsidiary under such lease;

(vii) attachment, judgment and other similar Liens arising in connection with court proceedings; provided that (A) the execution or other enforcement of such Liens in an aggregate amount exceeding $75,000,000 is effectively stayed and (B) the claims secured thereby are being actively contested in good faith and by appropriate proceedings;

(viii) Liens securing Secured Nonrecourse Obligations;

(ix) in addition to the Liens permitted in the foregoing clauses (i) through (viii) of this Section 5.02(a), Liens incurred in the ordinary course of business of the Borrower and any of its Subsidiaries; provided that the aggregate amount of Indebtedness secured by Liens pursuant to this clause (ix) shall not at any time exceed the greater of (x) $500,000,000 and (y) twenty percent (20%) of the book value of the Borrower’s total assets;

(x) any extension, renewal or replacement, or the combination of, the foregoing clauses (i) through (ix); provided, however, that the Liens permitted hereunder shall not be spread to cover any additional Indebtedness or property (other than a substitution of like property); and

(xi) additional Liens upon real and/or personal property of the Borrower or any of its Subsidiaries created after the Closing Date so long as Unsecured Debt (as defined below) shall not, at any time, exceed Eligible Assets (as defined below).

For the purposes of Section 5.02(a)(xi):

“Eligible Assets” means the difference, as at any date of determination, of the following (each of the following items being the consolidated amounts as reflected in the Borrower’s balance sheet (and/or notes thereto) delivered in accordance with Section 5.01(a)(i) or (ii) hereof): (A) the sum of (i) cash plus (ii) available for sale securities plus (iii) direct financing leases plus (iv) loans plus (v) operating lease assets, facilities and other– net (including progress payments related thereto) plus (vi) 50% of investment in joint ventures plus (vii) assets held (or contracted to be acquired) for sale and lease plus (viii) investment in future residuals plus (ix) right of use assets minus (B) encumbered assets.

“Unsecured Debt” means the sum, as at any date of determination, of the following (each of the following items being the consolidated amounts as reflected in the Borrower’s balance sheet (and/or notes thereto) delivered in accordance with Section 5.01(a)(i) or (ii) hereof): (i) commercial paper and bankers acceptances plus (ii) notes payable (including without limitation, any indebtedness payable in respect of borrowings under existing unsecured credit facilities) plus (iii) Capital Lease Obligations plus (iv) senior term notes, so long as, in each case, such item is unsecured.

In the event that a Lien or other encumbrance meets the criteria of more than one of the categories described in the definition of Permitted Encumbrance or in any definition referred to therein, the Borrower, in its sole discretion, will be permitted to classify such Lien or encumbrance on the date of its incurrence, or later reclassify such Lien or encumbrance, in any manner that complies with this definition, so long as such Lien or encumbrance (or any portion thereof) is permitted to exist or otherwise be created, incurred or assumed pursuant to this Agreement at the time of reclassification.

(b) Fundamental Changes.

(i) The Borrower will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Default shall have occurred and be continuing, any Person may merge into the Borrower in a transaction in which the Borrower is the surviving corporation.

(ii) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the Escrow Release Date (immediately after giving effect to the Closing Date Transactions), and any Similar Business.

Notwithstanding the foregoing (A) Borrower is permitted to transfer property or assets to any Subsidiary of the Borrower, so long as such property or assets remain under the ultimate ownership and control of the Borrower and do not adversely impact the consolidated balance sheet, (B) Subsidiaries of the Borrower are permitted to transfer their respective property or assets to the Borrower or other Subsidiaries of the Borrower, so long as such property or assets remain under the ultimate ownership and control of the Borrower and do not adversely impact the consolidated balance sheet, and (C) Subsidiaries of the Borrower are permitted to merge into or consolidate into other Persons in a transaction in which the surviving Person is the Borrower (provided such Person is organized under the laws of the United States, any state or territory thereof or the District of Columbia); provided that, notwithstanding anything to the contrary in this paragraph or elsewhere in this Agreement, any Subsidiary of the Borrower may be organized under the laws of (i) the United States, any state or territory thereof or the District of Columbia, (ii) Canada or any province or territory thereof, (iii) England and Wales, Scotland or Northern Ireland, (iv) the Commonwealth of Australia or any state or territory thereof, (v) New Zealand or (vi) any member state of the European Economic Area.

(c) Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates; provided that the provisions of this clause (c) will not apply to:

(i) transactions at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties,

(ii) transactions between or among any of the GATX Guarantor, any other entity that becomes a Guarantor, the Borrower or one or more Subsidiaries of the Borrower not involving any other Affiliate;

(iii) transactions expressly permitted by Section 5.02(g);

(iv) to the extent applicable, payment of fees to any nationally recognized commercial or investment bank or any of its Affiliates in connection with any management, financial advisory, financing, underwriting or placement services or any other investment banking, capital markets, banking or similar services, which fees, in the reasonable determination of a majority of the directors of Borrower disinterested with respect to the applicable transaction, are commercially reasonable;

(v) the entering by Borrower or any Subsidiary into any transaction with any joint venture entities;

(vi) transactions in existence on the Closing Date (with such transactions involving payments or consideration in excess of $2,000,000 set forth on Schedule 5.02(c)(vi)) and any amendment, modification, replacement, renewal or extension thereof to the extent that such amendment, modification, replacement, renewal or extension, taken as a whole, is not adverse to the Lenders (in their capacities as such) in any material respect;

(vii) any transaction (or series of related transactions) involving consideration or value of less than $45,000,000; provided that if any transaction would be permitted pursuant to any one or more of the clauses under this Section 5.02(c) in addition to this clause (vii), the Borrower may elect (in its sole discretion) to treat such transaction as occurring pursuant to such other clause under this Section 5.02(c) (as applicable) and any transaction subject to such an election will not be included when calculating the Dollar limitation herein above;

(viii) the issuance of Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests are otherwise permitted under Section 5.02(f)) by the Borrower not constituting a Change of Control;

(ix) repurchases, retirements, redemptions or other acquisitions or retirements of Equity Interest by the Borrower or any Subsidiary not otherwise prohibited under this Agreement, and any actions by the Borrower or any Subsidiary to permit the same;

(x) [reserved];

(xi) the entry into, performance under, and making of any payments in respect of any employment, compensation and severance arrangements and health, disability and similar insurance or benefit plans or supplemental executive retirement benefit plans or arrangements between the Borrower, the Guarantors and the Subsidiaries of the Borrower and Guarantors and their respective directors, officers, managers, employees, consultants or independent contractors (including management and/or employee benefit plans or agreements, stock/equity/option plans, management equity plans, subscription agreements or similar agreements pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former employees, officers, managers, directors, consultants or independent contractors and stock option or incentive plans and other compensation arrangements) in the ordinary course of business or as otherwise approved by the governing body of such Person;

(xii) the payment of customary fees, compensation and reasonable out-of-pocket costs to, and benefits, indemnities and reimbursements and employment and severance arrangements provided on behalf of, or for the benefit of, future, current or former, directors, managers, consultants, officers, employees and independent contractors of the Borrower and its Subsidiaries and any Guarantor in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries and any Guarantor;

(xiii) [reserved];

(xiv) [reserved];

(xv) any common capital contribution by the Borrower, any Guarantor or any Subsidiary to the capital of any Subsidiary;

(xvi) any transaction between or among the Borrower, any Guarantor or any of their respective Subsidiaries and any Affiliate of the Borrower, any Guarantor or any of their respective Subsidiaries or a joint venture or similar Person that would constitute an Affiliate transaction solely due to the fact that a director of such joint venture or similar Person is also a director of the Borrower, any Guarantor or any of their respective Subsidiaries; provided, however, that such director abstains from voting as a director of the Borrower or Guarantor or any of their respective Subsidiaries, as the case may be, on any matter involving such other Person;

(xvii) the entering into, and payments by, the Borrower, any Guarantor or any of their respective Subsidiaries pursuant to Tax sharing agreements among any such Persons on customary terms to the extent such payments under such Tax sharing agreements are permitted Tax Distributions under Section 5.02(g)(vii);

(xviii) transactions in which the Borrower delivers to the Agent a letter from an independent financial advisor stating that such transaction is fair to the Borrower, any Guarantor or any of their respective Subsidiaries from a financial point of view;

(xix) payments, loans, advances or guarantees (or cancellation of loans, advances or guarantees) made in the ordinary course of business to future, current or former employees, directors or consultants of the Borrower, any Guarantor or any of their respective Subsidiaries, and employment agreements, stock option plans and other compensatory arrangements with any such employees, directors or consultants;

(xx) the existence of, and the performance by the Borrower, any Guarantor or any of their respective Subsidiaries of their respective obligations under the terms of, any limited liability company, limited partnership, or other organization document, joint venture agreement or security holders agreement (including any registration rights agreement or purchase agreement related thereto), or agreements similar to any of the foregoing, to which it is a party on the Closing Date (or, if later, the date such Subsidiary is formed or acquired so long as not entered into in contemplation of such acquisition other than pursuant to customary terms in an acquisition agreement pursuant to which such Subsidiary was acquired), and similar agreements that it may enter into thereafter to the extent not prohibited by this Agreement (and not entered into in contemplation of entering into this Agreement);

(xxi) (i) the payment of customary fees, expenses and compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) to current or former officers, managers, employees, consultants, advisors and members of the board of directors or comparable governing body of the Borrower, any Guarantor or any of their respective Subsidiaries and (ii) customary indemnities provided on behalf of current or former officers, directors, managers, employees, advisors or consultants of the Borrower, any Guarantor or any of their respective Subsidiaries;

(xxii) transactions with customers, clients, suppliers, joint ventures, purchasers or sellers of goods or services or providers of employees or other labor entered into in the ordinary course of business, consistent with past practice or consistent with industry norm, which are (1) fair to the Borrower and/or its applicable Subsidiary in the good faith determination of the governing body of the Borrower or the senior management thereof or (2) on terms, taken as a whole, that are not materially less favorable to the Borrower and/or its applicable Subsidiary as might reasonably have been obtained at such time from a Person other than an Affiliate;

(xxiii) transactions undertaken pursuant to a shared services agreement or pursuant to a membership in a purchasing consortium;

(xxiv) transactions with a Person that is an Affiliate of the Borrower arising solely because the Borrower or any Subsidiary owns any Equity Interests in, or Controls, such Person;

(xxv) any lease entered into between the Borrower or any Subsidiary, on the one hand, and any Affiliate of the Borrower, on the other hand, which is approved by the governing body of the Borrower or is entered into in the ordinary course of business (including the implementation of a lease-in, lease-out structure with any Mexican Subsidiary of the Borrower, as customarily used in the railcar leasing business);

(xxvi) intellectual property licenses entered into in the ordinary course of business, consistent with past practice or consistent with industry norm;

(xxvii) any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Equity Interests in any Subsidiary not in violation of this Agreement that the governing body of the Borrower determines is either fair to the Borrower or otherwise on customary terms for such type of arrangements in connection with similar transactions;

(xxviii) transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Borrower in an officer’s certificate) for the purposes of improving the consolidated Tax efficiency of the Borrower and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Agreement so long as, after giving effect such transaction, no Event of Default shall have occurred and be continuing; and

(xxix) transactions and the performance of obligations under the Rail Portfolio Management Services Agreement, the LTL Management Services Agreement, and any replacement or similar agreements,

provided that the foregoing provisions of this Section 5.02(c) shall not prohibit any such Person from declaring or paying any lawful Restricted Payment so long as, after giving effect thereto, no Default shall have occurred and be continuing.

(d) Fiscal Year. Unless required by applicable law or otherwise consented to by the Agent (which consent shall not be unreasonably withheld, conditioned or delayed), the Borrower will not permit its fiscal year to end on other than December 31 and for each of its fiscal quarters to end on other than the last day of standard calendar quarters.

(e) Use of Proceeds. Neither the Borrower nor any of its Subsidiaries shall use the proceeds of any Borrowing or Letter of Credit in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws. Neither the Borrower nor any of its Subsidiaries shall use the proceeds of any Borrowing or Letter of Credit for the purpose of financing any activities, business or transaction of or with any Sanctioned Person or a Person known by the Borrower to be controlled by a Sanctioned Person, or in any Sanctioned Country, except where such activities, business or transaction could be conducted legally by a Person organized in the United States.

(f) Indebtedness.^^The Borrower shall not and will cause its Subsidiaries to not, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness; provided that the provisions of this clause (f) will not apply to:

(i) Indebtedness under the Loan Documents (including Advances, Incremental Advances, Refinancing Advances, Extended Advances and Permitted Refinancing Indebtedness);

(ii) Indebtedness existing on the Closing Date;

(iii) intercompany Indebtedness of the Borrower and its Subsidiaries; provided that any intercompany Indebtedness owed by the Borrower to any Subsidiary shall be subordinated on terms substantially consistent with those set forth on Exhibit 5.02(f)(iii) hereto or such other terms as the Borrower and the Agent shall mutually agree;

(iv) Indebtedness under (A) completion guarantees, performance, bid or surety bonds, statutory or insurance bonds, in each case incurred in the ordinary course of business or (B) appeal or similar bonds, or bonds with respect to workers’ compensation claims;

(v) Indebtedness acquired or assumed by the Borrower or any Subsidiary in connection with any acquisition or other investment not prohibited by this Agreement; provided that such Indebtedness acquired or assumed (x) existed at the time of such acquisition or other investment and (y) was not created in connection therewith or in contemplation thereof;

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(vi) Indebtedness under or in respect of Hedging Agreements that are not speculative in nature;

(vii) Indebtedness incurred to extend, renew or refinance any Indebtedness described in this Section 5.02(f) (“Permitted Refinancing Indebtedness”); provided, however, that:

(A) such Permitted Refinancing Indebtedness is in an aggregate principal amount (together with the amount of any Indebtedness permitted under any other clause of this Section 5.02(f)) not greater than the aggregate principal amount of the Indebtedness being extended, renewed or refinanced, plus the amount of any interest, premiums, discounts or penalties required to be paid thereon plus fees and expenses associated therewith plus an amount equal to any existing commitment unutilized and letters of credit undrawn under the Indebtedness being extended, renewed or refinanced,

(B) such Permitted Refinancing Indebtedness has a later or equal final maturity and a longer or equal Weighted Average Life to Maturity than the Indebtedness being extended, renewed or refinanced (provided that this clause (B) will not apply to (x) Customary Bridge Facilities (so long as the long-term Indebtedness into which any Customary Bridge Facility is to be converted or exchanged satisfies this requirement) and (y) at the option of Borrower, Indebtedness in an aggregate principal amount up to the Inside Maturity Exception in effect immediately prior to the time of issuance of such Permitted Refinancing Indebtedness),

(C) if the Indebtedness being extended, renewed or refinanced is subordinated to the obligations of the Borrower under this Agreement, the Permitted Refinancing Indebtedness is similarly so subordinated on terms no less favorable to the Lenders than the Indebtedness being extended, renewed or refinanced,

(D) only the obligors in respect of the Indebtedness being extended, renewed or refinanced may become obligated with respect to such Permitted Refinancing Indebtedness,

(E) if the Indebtedness being extended, renewed or refinanced is secured by Liens, such Permitted Refinancing Indebtedness is (i) unsecured or (ii) is not secured by any Liens other than (x) Liens securing such Indebtedness being extended, renewed or refinanced and/or (y) Permitted Liens,

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(F) the terms and conditions of such Permitted Refinancing Indebtedness (I) are substantially identical to, or taken as a whole, not more favorable to the lenders or holders providing such Permitted Refinancing Indebtedness than, those applicable to such Indebtedness being extended, renewed or refinanced or (II) shall otherwise reflect customary market terms and conditions at the time of the incurrence of such Permitted Refinancing Indebtedness; provided further that this clause (F) will not apply to (v) terms addressed in the other clauses of this “Permitted Refinancing Indebtedness” definition, (w) interest rate, rate floors, fees, funding discounts, original issue discount, and other pricing terms, (x) payment, redemption, prepayment or other premiums, (y) optional prepayment or redemption terms, or (z) any provisions applicable only after the Latest Maturity Date; and

(G) such refinancing will not refresh any Dollar- or ratio-based “baskets” set forth in this Section 5.02(f) as a result of the repayment of the Indebtedness being refinanced (provided that, for the avoidance of doubt, a repayment of such Permitted Refinancing Indebtedness (other than through a further refinancing under this Section 5.02(f)(vii)) shall cause such Dollar- or ratio-based “basket” to be refreshed by the principal amount of such refinanced Indebtedness);

(viii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of its incurrence;

(ix) endorsements for collection, deposit or negotiation and warranties of products and services, in each case, incurred in the ordinary course of business;

(x) unsecured subordinated Indebtedness of the Borrower issued in lieu of making a dividend, payment or distribution permitted pursuant to Section 5.02(g);

(xi) [reserved];

(xii) Guarantees of Indebtedness otherwise permitted to be incurred pursuant to this Section 5.02(f);

(xiii) other Indebtedness if (subject to Section 1.06) the Asset Coverage Ratio of the Borrower would be no greater than 0.75 to 1.00 on a pro forma basis;

(xiv) Indebtedness of the Borrower or any Subsidiary representing (A) deferred compensation to current or former directors, officers, employees, members of management and consultants of the Borrower or any Subsidiary in the ordinary course of business and (B) deferred compensation or other similar arrangements in connection with the Closing Date Transactions or any acquisition or any other investment not prohibited by this Agreement;

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(xv) Indebtedness of the Borrower or any Subsidiary consisting of (A) the financing of insurance premiums, (B) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business and/or (C) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business;

(xvi) Indebtedness of the Borrower or any of its Subsidiaries in respect of treasury, depository, credit or debit card, purchasing card, or cash management services or any automated clearing house transfers of funds, netting services, overdraft protections and otherwise in connection with deposit, securities, and commodities accounts arising in the ordinary course of business;

(xvii) [reserved];

(xviii) Indebtedness of the Borrower or any Subsidiary consisting of obligations owing under dealer incentive, supply, license or similar agreements entered into in the ordinary course of business;

(xix) (A) guarantees by the Borrower or any Subsidiary of the obligations of suppliers, customers and licensees in the ordinary course of business and (B) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services;

(xx) Indebtedness of the Borrower or any Subsidiary constituting earnout or similar arrangements in connection with the Closing Date Transactions or any acquisition or other investment not prohibited by this Agreement or the other Loan Documents; and

(xxiv) all premiums (if any), interest (including post-petition interest, capitalized interest or interest otherwise payable in-kind), reasonable fees, expenses, charges and additional or contingent interest on obligations described in other clauses of this Section 5.02(f).

For purposes of determining compliance with this Section 5.02(f), in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xxiv) above, the Borrower, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence, creation or assumption, or later reclassify such item of Indebtedness, in any manner that complies with this Section 5.02(f), so long as such Indebtedness (or any portion thereof) is permitted to be incurred, created or assumed pursuant to such provision at the time of reclassification.

(g) Restricted Payments. The Borrower will not and will cause its Subsidiaries to not, directly or indirectly, declare or pay any dividend or make any payment or distribution on account of their respective Equity Interests (in each case, solely in such recipient’s capacity as holder of such Equity Interests) (“Restricted Payments”); provided that, notwithstanding the provisions of this clause (g):

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(i) any Subsidiary may declare and pay or make Restricted Payments ratably to its equity holders;

(ii) the Borrower and any Subsidiary may pay or make Restricted Payments to any holder of its Equity Interests in the form of additional shares of equity interests of the same class, and may exchange one class or type of Equity Interests with shares of another class or type of Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests are otherwise permitted under Section 5.02(f));

(iii) the Borrower may make Restricted Payments directly or indirectly to any parent company of the Borrower so that such Person may repurchase Equity Interests of the Borrower or such Person, respectively, with the proceeds received by the Borrower from the substantially concurrent sale of Equity Interests of the Borrower;

(iv) repurchases of Equity Interests deemed to occur upon the exercise of stock or share options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or other similar rights, and cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower or any Subsidiary, shall be permitted;

(v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and any of its Subsidiaries may, and the Borrower may make distributions directly or indirectly to any parent company of the Borrower so that such Person may, repurchase Equity Interests of the Borrower, such Person or any Subsidiary having issued Equity Interests in each case owned by or issued or granted to officers, directors, consultants or employees of the Borrower, such Person or the Subsidiaries or make payments to officers, directors, consultants or employees of the Borrower, such Person or the Subsidiaries upon termination of employment in connection with the exercise of stock or share options, stock or share appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or agreements or other benefit plans or agreements or in connection with the death or disability of such officers, directors, consultants or employees; provided that the aggregate amount so distributed under this clause (v) shall not at any time exceed $10,000,000 per calendar year;

(vi) the Borrower and any of its Subsidiaries may, and the Borrower may make Restricted Payments to any parent company of the Borrower to the extent necessary to pay general corporate and overhead expenses (including customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, employees or consultants) and insurance premiums that are related to the business or operations of the Borrower or its Subsidiaries, incurred by such Person in the ordinary course of business;

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(vii) the Borrower and any of its Subsidiaries may (A) make Tax Distributions to the direct or indirect holders of the Equity Interests in Borrower and (B) pay Taxes and other fees and expenses of the Borrower or any of its Subsidiaries required to maintain the legal existence of the Borrower or any of and its Subsidiaries;

(viii) the Borrower and any Subsidiary may make Restricted Payments to facilitate the payment by any Person of management, consulting, advisory or other fees or amounts to the GATX Guarantor pursuant to the Management Services Agreements;

(ix) the Borrower may make Restricted Payments if (A) no Event of Default has occurred and is continuing, and (B) the Asset Coverage Ratio after giving pro forma effect to such Restricted Payment would be no greater than 0.80 to 1.00;

(x) [reserved];

(xi) to the extent constituting a Restricted Payment, the Borrower and its Subsidiaries may consummate any transaction permitted by Section 5.02(c);

(xii) the Borrower and its Subsidiaries may make Restricted Payments in order for any parent company of the Borrower to pay interest and/or principal (including applicable high yield discount obligation “catch-up payments”) on Indebtedness the proceeds of which have been contributed to the Borrower or any Subsidiary in cash as common equity (or other equity reasonably acceptable to the Agent); provided that (i)(A) all interest expense relating to such Indebtedness shall (x) reduce Cash Flow and (B) increase Interest Expense, in each case on a Dollar-for-Dollar basis, and (ii) such contribution of equity shall be disregarded for all purposes hereunder; and

(xiii) the grant or issuance of Equity Interests (other than Disqualified Equity Interests in the ordinary course of business unless such Disqualified Equity Interests are otherwise permitted under Section 5.02(f)) as incentives to members of the management of Borrower and its Subsidiaries and any Equity Interests (other than Disqualified Equity Interests unless such Disqualified Equity Interests are otherwise permitted under Section 5.02(f)) issued in connection with the exercise thereof.

Section 5.03 Financial Covenant.

(a) Commencing with the Test Period that is four full fiscal quarters after the Closing Date (or, if earlier, the Test Period during which any Incremental Facility was obtained using the Incremental Fixed Basket), the Borrower will not permit the Asset Coverage Ratio to be greater than 0.85 to 1.0, tested on a trailing four fiscal quarter basis as of the last day of each Test Period; provided that, if, as of the end of any Test Period for which the Borrower has not exercised its right to cure pursuant to Section 6.02 in order to cure a breach of the Asset Coverage Ratio, the Borrower would not be in compliance with

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this clause (a), but the Fixed Charge Coverage Ratio was equal to or greater than 1.2 to 1.0, tested on a trailing four fiscal quarter basis as of the last day of each Test Period for which the Borrower is not otherwise in compliance with this clause (a) and has not otherwise exercised its right to cure pursuant to Section 6.02 in order to cure a breach of the Asset Coverage Ratio ,the Borrower shall be deemed to be in compliance with this Section 5.03 (the “Financial Covenant”) for such Test Period.

(b) Notwithstanding anything herein or in any Loan Document to the contrary, but subject to clause (c), for each Test Period, the Borrower shall be deemed to be in compliance with the Financial Covenant for such Test Period as long as it is in compliance with either the Asset Coverage Ratio test or the Fixed Charge Coverage Ratio test, including in each case as a result of exercising its right to cure pursuant to Section 6.02, for such Test Period.

(c) Notwithstanding the foregoing, if a Change of Control under clause (c) of the definition “Change of Control” occurs and either (i) the Borrower has or obtains an external investment grade rating in accordance with such clause (c), or (ii) a New Guarantor Election has been made in accordance with such clause (c), then the proviso to clause (a) above shall cease to apply. For the avoidance of doubt, if at any time a New Guarantor Election has been made for a reason other than under clause (c) of the definition “Change of Control” and the GATX Guaranty remains in effect then the proviso to clause (a) above shall continue to apply.

ARTICLE 6

EVENTSOF DEFAULT

Section 6.01 Events of Default. From and after the Escrow Release Date, if any of the following events (“Events of Default”) shall occur and be continuing:

(a) the Borrower shall fail to pay any principal of or interest on any Advance or any fee or any other amount payable under this Agreement when and as the same shall become due and payable and such failure shall continue unremedied for a period of two (2) Business Days (in the case of principal) or five (5) Business Days (in the case of any other amount);

(b) any representation or warranty made by the Borrower (i) in this Agreement or any amendment or modification hereof or (ii) in any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any amendment or modification thereof, shall prove to have been incorrect in any material respect when made;

(c) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in Section 5.01(b) (solely with respect to Section 5.01(b)(i), if such failure shall remain unremedied for a period of five (5) days), (c) (solely with respect to the maintenance of legal existence of the Borrower) or (h) or in Sections 5.02 (subject to any cure or grace provisions contained therein) or Section 5.03 (subject, in the case of Section 5.03, to the provisions of Section 6.02);

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(d) the Borrower shall fail to observe or perform any covenant, condition or agreement contained in this Agreement (other than those specified in clause (a) or (c) of this Section 6.01), and such failure shall continue unremedied for a period of 30 days after notice thereof from the Agent (given at the request of any Lender) to the Borrower;

(e) the Borrower or any Subsidiary shall fail to make any payment (whether of principal or interest and regardless of amount) in respect of any Material Indebtedness, when and as the same shall become due and payable and after any applicable grace and/or notice period;

(f) any event or condition occurs that results in any Material Indebtedness of the Borrower becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace period and/or notice period) the holder or holders of any Material Indebtedness of the Borrower or any trustee or agent on its or their behalf to cause any Material Indebtedness of the Borrower to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (f) shall not apply to secured Indebtedness that becomes due as a result of (i) the voluntary sale or transfer of the property or assets securing such Indebtedness or (ii) the receipt of proceeds of a casualty or condemnation event;

(g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Material Subsidiary (other than a Single Transaction Subsidiary) or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(h) the Borrower or any Material Subsidiary (other than a Single Transaction Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (g) of this Section 6.01, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Borrower or any Material Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

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(i) the Borrower or any Material Subsidiary (other than a Single Transaction Subsidiary) shall become unable, admit in writing or fail generally to pay its debts (other than Secured Nonrecourse Obligations) as they become due;

(j) one or more judgments for the payment of money (other than in respect of Secured Nonrecourse Obligations) in an aggregate amount in excess of $75,000,000 shall be rendered against the Borrower or any Material Subsidiary (other than a Single Transaction Subsidiary) or any combination thereof and the same shall remain undischarged for a period of 30 consecutive days during which time execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy upon any assets of the Borrower or any such Material Subsidiary to enforce any such judgment;

(k) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(l) a Change of Control shall occur; or

(m) at any time that (x) the GATX Guarantor Controls the Borrower, and (y) (1) the Borrower does not maintain any external investment grade rating at the time of such event or (2) within 60 days after such event, neither a New Guarantor Election shall have been made, nor shall the Borrower have obtained any external investment grade rating:

(i) any event or condition occurs that results in any Material Indebtedness of the GATX Guarantor becoming due prior to its scheduled maturity or that enables or permits (after giving effect to any applicable grace period and/or notice period) the holder or holders of any such Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this clause (i) shall not apply to secured Indebtedness that becomes due as a result of (I) any voluntary sale or transfer of the property or assets securing such Indebtedness or (II) any receipt of proceeds of a casualty loss or condemnation; or

(ii) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (I) liquidation, reorganization or other relief in respect of the GATX Guarantor or its debts, or of a substantial part of its assets, under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (II) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the GATX Guarantor or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

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(iii) the GATX Guarantor shall (I) voluntarily commence any proceeding or file any petition seeking liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (II) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (ii) of this Section 6.01(m), (III) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the GATX Guarantor or for a substantial part of its assets, (IV) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (V) make a general assignment for the benefit of creditors or (VI) take any action for the purpose of effecting any of the foregoing; or

(iv) the GATX Guarantor shall become unable, admit in writing or fail generally to pay its debts (other than any Secured Nonrecourse Obligations) as they become due; or

(v) the GATX Guaranty ceases to be a legally valid and binding obligation of the parties thereto (other than as a result of the termination of the GATX Guaranty in accordance with the terms thereof),

then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) of this Section), and at any time thereafter during the continuance of such event, the Agent may, and at the request, of the Required Lenders shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (x) terminate the Commitments (other than the Commitments to make Advances by an Issuing Bank or a Revolving Lender pursuant to Section 2.03(c)), and thereupon such Commitments shall terminate immediately, and (y) declare the Advances then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Advances so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; provided that in case of any event with respect to the Borrower described in clauses (g) or (h) of this Section, the Commitments (other than the Commitments to make Advances by an Issuing Bank or a Revolving Lender pursuant to Section 2.03(c)) shall automatically terminate and the principal of the Advances then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

If any Event of Default shall have occurred and be continuing, the Agent may with the consent, or shall at the request, of the Required Revolving Lenders, irrespective of whether it is taking any of the actions described in the foregoing provisions of this Section 6.01 or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, (a) pay to the Agent on behalf of the Revolving Lenders in same day funds at the Agent’s office designated in such demand, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding or (b) make such other arrangements in respect of the outstanding Letters of Credit as shall be acceptable to the Required Revolving Lenders. If at any time the Agent determines that any funds held in the L/C Cash Collateral

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Account are subject to any right or claim of any Person other than the Agent and the Revolving Lenders or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Agent, pay to the Agent, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of (i) such aggregate Available Amount over (ii) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit, to the extent funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the Issuing Banks to the extent permitted by applicable law. After (A) no Event of Default shall be continuing or (B) all such Letters of Credit shall have expired or been fully drawn upon and all other obligations of the Borrower hereunder and under the Notes shall have been paid in full, the balance, if any, in such L/C Cash Collateral Account shall be returned to the Borrower.

Section 6.02 Right to Cure.

(a) Notwithstanding anything to the contrary contained in Section 6.01, but subject to Sections 6.02(b) and (c), for the purpose of determining whether an Event of Default under the Financial Covenant has occurred, the Borrower may, on one or more occasions, designate any portion of the Net Proceeds actually received by the Borrower from any cash contribution to the common capital of the Borrower (or from any other contribution to capital or sale or issuance of any other Equity Interest (other than Disqualified Equity Interests or the Equity Contribution) on terms reasonably satisfactory to the Agent) (the “Cure Amount”) as an increase to Total Assets or Cash Flow, as applicable, for the applicable fiscal quarter; provided that:

(i) such amounts to be designated are actually received by the Borrower on or prior to the tenth (10th) Business Day after the date on which financial statements are required to be delivered with respect to such applicable fiscal quarter, but no earlier than the first date of the most recently ended period of four consecutive fiscal quarters of the Borrower (the “Cure Expiration Date”); and

(ii) the Borrower will have provided notice to the Agent on the date such amounts are designated as a “Cure Amount” (it being understood that to the extent such notice is provided in advance of delivery of any certificate or other notice for the applicable period, the amount of such Net Proceeds that is designated as the Cure Amount may be lower than specified in such certificate or notice to the extent that the amount necessary to cure any Event of Default under the Financial Covenant is less than the full amount of such originally designated amount).

The Cure Amount used to calculate Total Assets or Cash Flow, as applicable, for one fiscal quarter will be used and included when calculating Total Assets or Cash Flow, as applicable, for each Test Period that includes such fiscal quarter. The parties hereby acknowledge that this Section 6.02(a) may not be relied on for the purposes of calculating any financial ratios other than as applicable to the Financial Covenant (and may not be included for purposes of determining pricing, mandatory prepayments and the availability or amount permitted pursuant to any covenant under Section 5.02) and may not result in any adjustment to any amounts (including the amount of Indebtedness) or increase in cash

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with respect to the fiscal quarter with respect to which such Cure Amount was applied other than the amount of the Total Assets or Cash Flow, as applicable, referred to in the immediately preceding sentence, except to the extent such proceeds are actually applied to prepay Indebtedness under this Agreement. Notwithstanding anything to the contrary contained in Section 6.01, (A) subject to clause (y) below, upon designation of the Cure Amount by the Borrower, the Financial Covenant will be deemed satisfied and complied with as of the end of the relevant fiscal quarter with the same effect as though there had been no failure to comply with the Financial Covenant and any Event of Default under the Financial Covenant (and any other Default as a result thereof) will be deemed not to have occurred for purposes of the Loan Documents, and (B) neither the Agent nor any Lender may exercise any rights or remedies under Section 6.01 (or under any other Loan Document) on the basis of any actual or purported Event of Default under the Financial Covenant (and any other Default as a result thereof) until and unless either (x) the Cure Expiration Date has occurred without the Cure Amount having been designated or (y) following delivery of the notice of designation specified in Section 6.02(a)(ii) above, the Borrower does not actually receive the Cure Amount.

(b) In each period of four (4) consecutive fiscal quarters, there shall be no more than two (2) fiscal quarters in which the cure right set forth in Section 6.02(a) is exercised.

(c) There can be no more than five (5) fiscal quarters in which the cure rights set forth in Section 6.02(a) are exercised during the term of this Agreement.

ARTICLE 7

THE AGENT

Section 7.01 Appointment and Authority. Each of the Lenders and the Issuing Banks hereby irrevocably appoints Wells Fargo to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent, the Lenders and the Issuing Banks, and, except as provided in Section 7.07, the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any Notes (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

Section 7.02 Rights as a Lender. The Person serving as the Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, the Borrower or any Subsidiary or other Affiliate thereof as if such Person were not the Agent hereunder and without any duty to account therefor to the Lenders.

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Section 7.03 Exculpatory Provisions.

(a) The Agent shall not have any duties or obligations except those expressly set forth herein, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Agent:

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Agent is required to exercise as directed in writing by the Required Lenders, Required Facility Lenders or Required Revolving Lenders, as applicable (or such other number or percentage of the Lenders as shall be expressly provided for herein); provided that the Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Agent to liability or that is contrary to this Agreement or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any debtor relief law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any debtor relief law; and

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

(b) The Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders, Required Facility Lenders or Required Revolving Lenders, as applicable (or such other number or percentage of the Lenders as shall be necessary, or as the Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.01 and 6.01), or (ii) in the absence of its own gross negligence or willful misconduct. The Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Agent in writing by the Borrower, a Lender or an Issuing Bank.

(c) The Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article 3 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Agent.

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Section 7.04 Reliance by Agent. The Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of an Advance, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Bank, the Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless the Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to the making of such Advance or the issuance, extension, renewal or increase of such Letter of Credit. The Agent may consult with legal counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

Section 7.05 Indemnification.

(a) The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s pro rata share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement (collectively, the “Indemnified Costs”); provided that no Lender shall be liable for any portion of the Indemnified Costs resulting from the Agent’s gross negligence, bad faith or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its pro rata share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05(a) applies whether any such investigation, litigation or proceeding is brought by the Agent, any Lender or a third party. For purposes of this Section 7.05(a), the Lenders’ respective pro rata shares of any amount shall be determined, at any time, according to the sum of (i) the aggregate principal amount of the Advances outstanding at such time and owing to the respective Lenders (ii) their respective Ratable Shares of the aggregate Available Amount of all Letters of Credit outstanding at such time and (iii) their respective unused Commitments at such time.

(b) Each Revolving Lender severally agrees to indemnify the Issuing Banks (to the extent not promptly reimbursed by the Borrower) from and against such Revolving Lender’s Ratable Share of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against any such Issuing Bank in any way relating to or arising out of this Agreement or any action taken or omitted by

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such Issuing Bank hereunder or in connection herewith; provided, however*,* that no Revolving Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Issuing Bank’s gross negligence, bad faith or willful misconduct. Without limitation of the foregoing, each Revolving Lender agrees to reimburse any such Issuing Bank promptly upon demand for its Ratable Share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 8.04, to the extent that such Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrower.

(c) The failure of any Lender to reimburse the Agent or the Issuing Bank promptly upon demand for its ratable share of any amount required to be paid by the Lenders to the Agent or the Issuing Bank as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse the Agent or the Issuing Bank for its Ratable Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse the Agent or an Issuing Bank for such other Lender’s Ratable Share of such amount. Without prejudice to the survival of any other agreement of any Lender hereunder, the agreement and obligations of each Lender contained in this Section7.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

Section 7.06 Delegation of Duties. The Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any Notes by or through any one or more sub-agents appointed by the Agent and consented to in writing by the Borrower (such consent not to be required if an Event of Default has occurred and is continuing at the time of such appointment). The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Commitments as well as activities as Agent. The Agent shall not be responsible for the negligence or misconduct of any sub-agents selected by it and appointed with the written consent of the Borrower.

Section 7.07 Resignation of Agent.

(a) The Agent may at any time give notice of its resignation to the Lenders, the Issuing Banks and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, with the consent of the Borrower (such consent not to be required if a Specified Event of Default has occurred and is continuing at the time of such resignation, in which event the Required Lenders’ decision shall be in consultation with the Borrower), to appoint a successor, which shall be a bank with an office in New York, New York, or an Affiliate of any such bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Agent may (but shall not be obligated to), on behalf of the Lenders and the Issuing Banks, appoint a successor Agent meeting the qualifications set forth above with the consent of the Borrower (such consent not to be required if an Event of Default has occurred and is continuing at the time of such assignment, in which event the Agent’s decision shall be in consultation with the Borrower). Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.

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(b) If the Person serving as Agent is a Defaulting Lender, the Required Lenders may, to the extent permitted by applicable law, by notice in writing to such Person and the other parties hereto remove such Person as Agent and, with the consent of the Borrower (such consent not to be required if a Specified Event of Default has occurred and is continuing at the time of such appointment), appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (1) the retiring or removed Agent shall be discharged from its duties and obligations hereunder and under the Notes (except that in the case of any collateral security held by the Agent on behalf of the Lenders or the Issuing Banks hereunder, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to or through the Agent shall instead be made by or to each Lender or Issuing Bank directly, until such time, if any, as the Required Lenders appoint a successor Agent as provided for above. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring or removed Agent, and the retiring or removed Agent shall be discharged from all of its duties and obligations hereunder or under the Notes. The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Agent’s resignation or removal hereunder, the provisions of this Article and Section 8.04 shall continue in effect for the benefit of such retiring or removed Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring or removed Agent was acting as Agent.

Section 7.08 Non-Reliance on Agent and Other Lenders. Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon the Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any Note or any related agreement or any document furnished hereunder or thereunder. Each Lender and Issuing Bank represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender or Issuing Bank for the purpose of making, acquiring or

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holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or Issuing Bank, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender and Issuing Bank agrees not to assert a claim in contravention of the foregoing. Each Lender and Issuing Bank represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender or such Issuing Bank, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

Section 7.09 No Other Duties, etc. Anything herein to the contrary notwithstanding, none of the bookrunners, arrangers, syndication agent or co-documentation agent listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the Notes, except in its capacity, as applicable, as the Agent, a Lender or an Issuing Bank hereunder.

Section 7.10 Lender ERISA Matters.

(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that at least one of the following is and will be true:

(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans (as defined below) with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments or this Agreement,

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

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(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Section VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Advances, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (k), as applicable, of Section I of PTE 84-14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Section I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement, or

(iv) such other representation, warranty and covenant as may be agreed in writing between the Agent, in its sole discretion, and such Lender.

(b) In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower, that the Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Advances, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Agent under this Agreement or any documents related hereto).

As used in this Section:

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

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

Section 7.11 Erroneous Payments.

(a) If the Agent notifies a Lender or Issuing Bank, or any Person who has received funds on behalf of a Lender or Issuing Bank (any such Lender, Issuing Bank or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Issuing Bank or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and

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collectively, an “Erroneous Payment”) and demands the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Agent and shall be segregated by the Payment Recipient and held in trust for the benefit of the Agent, and such Lender or Issuing Bank shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or such later date as the Agent, may, in its sole discretion, specify in writing), return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds, together with interest thereon (except to the extent waived by the Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender, Issuing Bank or any Person who has received funds on behalf of a Lender or Issuing Bank (and each of their respective successors and assigns) hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender, Issuing Bank or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each case:

(i) (A) in the case of immediately preceding clauses (x) or (y), an error or mistake shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error or mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii) such Lender or Issuing Bank shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of such error or mistake) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 7.11(b).

For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to this Section 7.11(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 7.11(a) or on whether or not an Erroneous Payment has been made.

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(c) Each Lender and Issuing Bank hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender or Issuing Bank hereunder, or otherwise payable or distributable by the Agent to such Lender or Issuing Bank from any source, against any amount due to the Agent under immediately preceding clause (a) or under the indemnification provisions of this Agreement.

(d) The parties hereto agree that (x) irrespective of whether the Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Issuing Bank, to the rights and interests of such Lender or Issuing Bank, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed by the Borrower, provided that this Section 7.11 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the obligations of the Borrower relative to the amount (or timing for payment) of the obligations that would have been payable had such Erroneous Payment not been made by the Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply , to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from, or on behalf of (including through the exercise of remedies under any Loan Document), the Borrower for the purpose of a payment with respect to the obligations of the Borrower hereunder.

(e) To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.

(f) Each party’s obligations, agreements and waivers under this Section 7.11 shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender or Issuing Bank, the termination of the Commitments and/or the repayment, satisfaction or discharge of all obligations of the Borrower hereunder.

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ARTICLE 8

MISCELLANEOUS

Section 8.01 Amendments, Etc. Except as otherwise expressly provided in this Agreement, including but not limited to Sections 2.19, 2.22, and 2.23, no amendment or waiver of any provision of this Agreement or the Notes, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders and the Borrower, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that:

(a) no amendment, waiver or consent shall, unless in writing and signed by all the Lenders, do any of the following:

(i) amend (x) the definition “Ratable Share”, (y) the provisions of Section 2.15, or (z) any other provision of the Loan Documents requiring the ratable sharing of payments of the Lenders (except any such changes that would affect the ratable sharing of payments solely within a Facility, which shall require the approval of only the Lenders of that Facility), or

(ii) amend this Section 8.01 or the definitions of “Required Lenders” or “Required Facility Lenders” (except any such changes that would affect the ratable sharing of payments solely within a Facility, which shall require the approval of only the Lenders of that Facility); and

(b) no amendment, waiver or consent shall, unless in writing and signed by each Lender that is directly and adversely affected by such amendment, waiver or consent (but without the consent of the Required Lenders or Agent):

(i) increase or extend the Commitments of such Lender (including by extending the scheduled termination date of such Lender’s Commitment or the scheduled maturity of any Loans funded by such Lender) (except any increases in accordance with Sections 2.19(a) and 2.23, in which case only the consent of the Persons providing the Refinancing Commitments or Incremental Commitments (as applicable) shall be required), it being understood that a waiver of any condition precedent set forth in Section 3.01 or 3.02 or the waiver of any Default, mandatory prepayment or mandatory reduction of the Commitments shall not constitute an increase of any Commitment of any Lender,

(ii) reduce the principal of, or rate of interest on, the Advances or any fees or other amounts payable hereunder to such Lender (provided that any (w) reduction related to an interest rate benchmark replacement, (x) change in any definition or ratio or component thereof used in the calculation of such principal rate of interest or fee payable, (y) waiver or amendment in respect of Default Interest, or (z) changes in the mandatory prepayment requirements, shall not, in each case, constitute a reduction in the principal of, or rate of interest on, any Advance or any fee or other amount payable hereunder),

(iii) other than as provided in Section 2.19(b) (in which case only the consent of the Persons providing the Extended Commitments shall be required), postpone any date fixed for any payment of principal of, or interest on, the Advances or any fees or other amounts payable hereunder to such Lender, it being understood that a waiver of any condition precedent set forth in Section 3.01 or 3.02, the waiver of any Default, mandatory prepayment or mandatory reduction of principal, interest or fees, or any waiver, amendment or consent relating to a Benchmark Replacement shall not constitute the postponement of any such date,

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(iv) [reserved],

(v) other than in a transaction of series of transactions permitted under this Agreement and/or the other Loan Documents, release all or substantially all of the value of (x) the collateral securing the obligations of the Borrower under the Loan Documents, or (y) the Guarantees (including the GATX Guaranty, or, if a New Guarantor Election has occurred, any amended or replacement Guaranty entered into in connection therewith);

provided, however, that (and, for the avoidance of doubt, subject in all cases to Section 8.01(a) and clauses (i) through (v) of this Section 8.01(b)), an amendment, waiver or consent which provides for any of the following shall be effective if in writing and signed by the Required Facility Lenders (without the consent of any other Lender or Agent) under the applicable Facility or Facilities:

(A) amend, waive or otherwise modify any term or provision (including the waiver of any conditions set forth in Section 3.02 as to any Borrowing under one or more Revolving Credit Facilities) which directly and adversely affects Lenders under one or more Revolving Credit Facilities and does not directly and adversely affect Lenders under any other Facilities, in each case, without the written consent of the Required Revolving Lenders under such applicable Revolving Credit Facility or Facilities with respect to Revolving Credit Commitments (and in the case of multiple Facilities which are affected, such Required Revolving Lenders shall consent together as one Facility); provided, however, that the waivers described in this clause (A) shall not require the consent of any Lenders other than the Required Revolving Lenders under the applicable Revolving Credit Facility or Facilities (it being understood that any amendment to the conditions of effectiveness of Incremental Commitments set forth in Section 2.23 shall be subject to clause (B) below), or

(B) amend, waive or otherwise modify any term or provision (including the availability and conditions to funding under Section 2.23 with respect to Incremental Term Advances and Incremental Revolving Commitments and the rate of interest applicable thereto) which directly and adversely affects Lenders of one or more Incremental Term Advances or Incremental Revolving Commitments and does not directly and adversely affect Lenders under any other Facility, in each case, without the written consent of the Required Facility Lenders under such applicable Incremental Term Facility or Incremental Revolving Facility (and in the case of multiple Facilities which are affected, such Required Facility Lenders shall consent together as one Facility); it being expressly agreed that nothing in this proviso shall permit any amendment, waiver or consent to effect any matter described in Section 8.01(a) or in clauses (i) through (v) of this Section 8.01(b) without the consents required thereby; provided, however, that, to the extent permitted under Section 2.23, the waivers described in this clause (B) shall only require the consent of the Required Facility Lenders under such applicable Incremental Term Facility or Incremental Revolving Facility;

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provided further that:

(I) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Agent under this Agreement or any Note,

(II) no amendment, waiver or consent shall, unless in writing and signed by each Issuing Bank in addition to the Lenders required above, affect the rights or duties of such Issuing Bank under this Agreement or any L/C Related Document relating to any Letter of Credit issued or to be issued by it; provided that this Agreement may be amended to adjust the mechanics related to the issuance of Letters of Credit, including mechanical changes relating to the existence of multiple Issuing Banks, with only the written consent of the Agent, the applicable Issuing Bank and the Borrower so long as the obligations of the Revolving Lenders, if any, who have not executed such amendment, and if applicable the other Issuing Banks, if any, who have not executed such amendment, are not directly and adversely affected thereby,

(III) no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank in addition to the Lenders required above, affect the rights or duties of the Swing Line Bank under this Agreement; provided that this Agreement may be amended to adjust the borrowing mechanics related to Swing Line Advances with only the written consent of the Agent, the Swing Line Bank and the Borrower so long as the obligations of the Revolving Lenders, if any, who have not executed such amendment, are not directly and adversely affected thereby,

(IV) the consent of the Required Revolving Lenders or Required Facility Lenders, as applicable, shall be required with respect to any amendment that by its terms directly and adversely affects the rights of Lenders under any Facility in respect of payments hereunder in a manner different than such amendment affects other Facilities, in each case, without prejudice to the requirements of Section 8.01(a) and clauses (i) through (v) of this Section 8.01(b) for any matter described therein,

(V) no amendment, waiver or consent shall, unless in writing and signed by all the Revolving Lenders, amend the definition of “Required Revolving Lenders”, or

(VI) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Advances or Commitments of a particular Class (but not the Lenders holding Advances or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent thereto under this Section 8.01 if such Class of Lenders were the only Class of Lenders hereunder at the time; provided, that no such waiver, amendment or modification may affect any matter described in Section 8.01(a) or in clauses (i) through (v) of this Section 8.01(b) without obtaining the consents required thereby; and

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provided finally that if the Agent and the Borrower shall have jointly identified an obvious error (including, but not limited to, an incorrect cross-reference) or any error or omission of a technical or immaterial nature, in each case, in any provision of this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit, schedule or other attachment to any Loan Document), then the Agent (acting in its sole discretion) and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action if the same is not objected to by any Lender within five (5) Business Days following receipt by the Lenders of notice thereof.

Section 8.02 Notices, Etc.

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

(i) if to the Borrower, to it at:

GABX Leasing LLC

c/o Brookfield Infrastructure Group

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario

M5J 2T3

Attention: Kier Hunt

Email: ***

and

GABX Leasing LLC

c/o GATX Corporation

233 S. Wacker Drive

Chicago, IL 60606

Attention: Chris Velisaris; Katie Deibert

Email: ***

with a copy to each of (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

Attention: David Wagener

320 S. Canal Street, Floor 47

Chicago, Illinois 60606

Telephone: ***

Email: ***

and

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Mayer Brown LLP

Attention: Adam C. Wolk and William R. Kucera

1221 Avenue of the Americas

New York, New York 10020

Telephone: ***

Email: ***

(ii) if to the Agent, to it at the address set forth on Schedule 8.02;

(iii) if to a Lender, to it at its address set forth in its Administrative Questionnaire.

Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices delivered through electronic communications, to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b).

(b) Electronic Communications. Notices and other communications to the Agent, the Lenders the Issuing Banks and the Swing Line Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Agent, provided that the foregoing shall not apply to notices to the Agent, any Lender or Issuing Bank pursuant to Article 2 if the Agent, such Lender or Issuing Bank, as applicable, has notified the Borrower and the Agent that it is incapable of receiving notices under such Article by electronic communication. The Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

Unless the Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient, at its e-mail address as described in the foregoing clause (i), of notification that such notice or communication is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next business day for the recipient; provided further that the immediately preceding proviso shall not apply to any notice, email or other communication sent outside the normal business hours of the recipient or on a day that is not a Business Day that relates to Section 3.02, the release of the Escrow Funding Date Advances, or the obligation of the Agent to deliver any notices to the Escrow Agent pursuant to the Escrow Agreement and any such notice, email or other communication shall be deemed received in accordance with clause (i) or clause (ii) above (as applicable).

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(c) Change of Address, etc. Any party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto.

(d) Platform.

(i) The Borrower agrees that the Agent may, but shall not be obligated to, make the Communications (as defined below) available to the Issuing Banks and the other Lenders by posting the Communications on a Platform.

(ii) The Platform is provided “as is” and “as available.” The Agent Parties (as defined below) do not warrant the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Communications. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Communications or the Platform. In no event shall the Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender or any other Person or entity for damages of any kind, including, without limitation, direct or indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract or otherwise) arising out of the Agent’s transmission of communications through the Platform. “Communications” means, collectively, any notice, demand, communication, information, document or other material that the Borrower provides to the Agent pursuant to this Agreement or the transactions contemplated therein which is distributed to the Agent, any Lender or any Issuing Bank by means of electronic communications pursuant to this Section, including through the Platform.

Section 8.03 No Waiver; Remedies. No failure on the part of any Lender, Issuing Bank, Swing Line Bank or the Agent to exercise, and no delay in exercising, any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

Section 8.04 Costs and Expenses; Indemnity.

(a) The Borrower agrees to pay, if the Escrow Funding Date occurs, (i) all reasonable and documented out of pocket expenses incurred by the Agent, the Lead Arrangers and their respective Affiliates (including the reasonable and documented fees, charges and disbursements of one transaction counsel for the Agent and the Lead Arrangers taken as a whole, one local counsel and, solely in case of a conflict of interest, one additional local counsel), in the preparation, negotiation, execution, delivery and administration of the Loan Documents and any amendments, modifications or waivers of the provisions thereof (whether or not the transactions contemplated thereby are consummated), and (ii) all reasonable and documented out of pocket expenses incurred by the Agent or any Lender (including the reasonable and documented fees, charges and disbursements of one counsel, one local counsel and, solely in case of a conflict of interest, one additional local counsel for all conflicted parties similarly situated) in connection with the enforcement or protection of such Person’s rights (A) in connection with the Loan Documents, or (B) in connection with the Advances, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Advances.

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(b) The Borrower agrees that it shall indemnify the Agent, each Lender, each Issuing Bank, each Swing Line Bank and their respective Affiliates and the respective officers, directors, employees, partners, agents, advisors and other representatives of any of the foregoing Persons (each such Person being called an “Indemnified Party”) against, and hold each Indemnified Party harmless from, any and all losses, claims, damages, liabilities and expenses (including the reasonable and documented fees, charges and disbursements of any counsel, including local counsel and, solely in case of a conflict of interest, one additional local counsel for all conflicted Indemnified Parties similarly situated), incurred in respect of, arising out of, in connection with, or as a result of (i) the Loan Documents, or any agreement or instrument contemplated thereby, the performance by the parties of their respective obligations thereunder, the consummation of the transactions contemplated thereby, or, in the case of the Agent and its Related Parties only, the administration of the Loan Documents, (ii) any Advance or the use or proposed use of the proceeds therefrom, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnified Party is a party thereto; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent that such losses, claims, damages, liabilities or expenses (x) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnified Party, or (y) result from a material breach of the Loan Documents by such Indemnified Party. No party to the Loan Documents shall be liable for any indirect, special, punitive or consequential damages (other than in respect of any such damages incurred or paid or payable by an Indemnified Party to a third party and required to be indemnified pursuant to this Section 8.04(b)).

(c) If any payment of principal of, or Conversion of, any SOFR Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.08(d) or (e), Section 2.10 or Section 2.12, acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the Interest Period for such Advance upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 2.21(a), or if any Borrowing of, Conversion into or continuation of any SOFR Advance is not effected after the Borrower has given notice thereof (solely to the extent the failure to take effect was caused by the Borrower or a failure to satisfy the applicable conditions in Section 3.02), the Borrower shall, upon demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion, or as a result of any such Borrowing, Conversion or continuation

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not being effected (solely to the extent the failure to take effect was caused by the Borrower or a failure to satisfy the applicable conditions in Section 3.02), including, without limitation, any loss (excluding loss of anticipated profits (including the Applicable Margin)), cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Advance.

(d) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in Sections 2.11, 2.14 and 8.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the Notes.

(e) This Section 8.04 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Section 8.05 Right of Set-off. Upon (i) the occurrence and during the continuance of any Event of Default and (ii) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Agent to declare the Advances due and payable pursuant to the provisions of Section 6.01, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the obligations of the Borrower now or hereafter existing under this Agreement and the Note held by such Lender, whether or not such Lender shall have made any demand under this Agreement or such Note and although such obligations may be unmatured. Each Lender agrees promptly to notify the Borrower after any such set-off and application; provided that the failure to give such notice shall not affect the validity of such set-off and application; provided further, that in the event that any Defaulting Lender exercises any such right of setoff, (x) all amounts so set off will be paid over immediately to the Agent for further application in accordance with the provisions of Section 2.20(a) and, pending such payment, will be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Agent, the Issuing Banks, the Swing Line Banks and the Lenders and (y) such Defaulting Lender will provide promptly to the Agent a statement describing in reasonable detail the obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Lender and its Affiliates may have.

Section 8.06 Binding Effect. This Agreement shall become effective (other than Section 2.01, which shall only become effective upon satisfaction of the conditions precedent set forth in Section 3.01) when it shall have been executed by the Borrower and the Agent and when the Agent shall have been notified by each Initial Lender and each Initial Issuing Bank that such Initial Lender and Initial Issuing Bank has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Agent, each Lender, each Issuing Bank and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or obligations hereunder or any interest herein without the prior written consent of each Lender (and any other attempted assignment or transfer by the Borrower shall be null and void) and any replacement of the Agent shall be in accordance with Section 7.07.

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Section 8.07 Assignments and Participations.

(a) Successors and Assigns Generally. No Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section, or (iii) by way of pledge or assignment, or grant of a security interest, subject to the restrictions of paragraph (f) of this Section (and any other attempted assignment or transfer by any Lender shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Assignments by Lenders. Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Term Commitment, Revolving Credit Commitment, Letter of Credit Commitment or Swing Line Commitment and the Advances at the time owing to it); provided that (in each case with respect to any Facility) any such assignment shall be subject to the following conditions:

(i) Minimum Amounts. Except in the case of an assignment of the entire remaining amount of any assigning Lender’s Commitment and/or the Advances at the time owing to it (in each case with respect to any Facility), the amount of Commitment of the assigning Lender being assigned pursuant to each such assignment or contemporaneous assignments to related Approved Funds (determined as of the date of the Assignment and Assumption with respect to such assignment) shall be an integral multiple of $10,000,000 unless the Borrower and the Agent otherwise agree.

(ii) Proportionate Amounts. Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Advances or the Commitment assigned.

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph(b)(i) of this Section and, in addition:

(A) the consent of the Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (x) a Specified Event of Default has occurred and is continuing at the time of such assignment, or (y) such assignment is to a Lender, an Affiliate of a Lender, or an Approved Fund;

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(B) the consent of the Agent (such consent not to be unreasonably withheld or delayed) shall be required for assignments to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and

(C) the consent of each Issuing Bank and Swing Line Bank (such consent not to be unreasonably withheld or delayed) shall be required for any assignment in respect of the Revolving Credit Facility.

(iv) Assignment and Assumption. The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $5,000; provided that the Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Agent an Administrative Questionnaire.

(v) No Assignment to Certain Persons. No such assignment shall be made to (A) any Disqualified Lender, (B) subject to Sections 8.07(g) and 8.07(h), the Borrower or any of the Borrower’s Affiliates or Subsidiaries, or (C) to any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (v).

(vi) No Assignment to Natural Persons. No such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons).

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to such assignment shall make such additional payments to the Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations, or other compensating actions, including funding, with the consent of the Borrower and the Agent, the applicable pro rata share of Advances previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Agent, each Issuing Bank, each Swing Line Bank and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Advances and participations in Letters of Credit and Swing Line Advances in accordance with its Ratable Share. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under applicable law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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Subject to acceptance and recording thereof by the Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 2.11, 2.14 and 8.04 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided that, except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section.

(c) Register. The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). In addition, the Agent shall maintain on the Register information regarding the designation and revocation of designation of any Lender as a Defaulting Lender. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, the, entries in the Register shall be conclusive absent manifest error, and the Borrower, the Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of one or more natural Persons, the Borrower or any Affiliate (other than a Debt Fund Affiliate) or Subsidiary of the Borrower or a Disqualified Lender) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Advances owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Agent, the Issuing Banks and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be responsible for the indemnity under Section 7.05 with respect to any payments made by such Lender to its Participant(s).

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Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in clauses (a) and (b)(i) through (iii) of the first proviso of Section 8.01 that affects such Participant. The Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.11, 2.14 and 8.04(c) to the same extent as if it were the granting Lender; provided that such Participant agrees to be subject to the provisions of Section 2.21 as if it were an assignee under paragraph (b) of this Section. No Participant shall be entitled to the benefits of Section 8.05. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Advances or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under this Agreement) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Agent (in its capacity as Agent) shall have no responsibility for maintaining a Participant Register.

(e) Limitations upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Sections 2.11 or 2.14 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

(f) Certain Pledges. Any Lender may at any time pledge or assign, or grant a security interest in, all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment, or grant of a security interest, to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment or grant shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee or grantee for such Lender as a party hereto.

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(g) Affiliated Lender Assignments.

(i) Any Lender may at any time, assign all or a portion of its rights and obligations with respect to Loans and Commitments under this Agreement to a Person who is or will become, after such assignment, an Affiliated Lender through (x) Dutch auctions or other offers to purchase or take by assignment open to all Lenders on a pro rata basis in accordance with procedures agreed between Borrower and Agent or (y) open market purchases, in each case subject to the following limitations:

(A) Affiliated Lenders will not receive information provided solely to Lenders by the Agent or any Lender and will not be permitted to attend or participate in conference calls or meetings attended solely by the Lenders and the Agent, other than the right to receive notices of prepayments and other administrative notices in respect of its Loans or Commitments required to be delivered to Lenders pursuant to Article II;

(B) each Affiliated Lender that purchases any Advances or Commitments pursuant to clause (x) above will either (1) represent and warrant to the selling Lender (other than any other Affiliated Lender) that it either as of the date of any such purchase or sale, it does not possess any material non-public information with respect to the Borrower and its Subsidiaries or the securities of any of them that has not been disclosed to the Lenders generally (other than any Lender(s) that have elected not to receive such information) or (2) make a statement that such representation cannot be made;

(C) Affiliated Lenders (other than, for the avoidance of doubt, any Debt Fund Affiliate(s)) will not be permitted to own or hold any Revolving Credit Advances or Revolving Credit Commitments; and

(D) the aggregate principal amount of Term Advances of any Class under this Agreement held by Affiliated Lenders at the time of any such purchase or assignment shall not exceed 25% of the aggregate principal amount of Term Advances of such Class outstanding at such time under this Agreement (such percentage, the “Affiliated Lender Cap”).

Notwithstanding anything to the contrary contained herein, any Affiliated Lender that has purchased Term Advances pursuant to this subsection (i) may, in its sole discretion, contribute, directly or indirectly, the principal amount of such Term Advances or any portion thereof, plus all accrued and unpaid interest thereon, to the Borrower for the purpose of cancelling and extinguishing such Term Advances. Upon the date of such contribution, assignment or transfer, (x) the aggregate outstanding principal amount of Term Advances shall reflect such cancellation and extinguishing of the Term Advances then held by the Borrower and (y) the Borrower shall promptly provide notice to the Agent of such contribution of such Term Advances, and the Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Advances in the Register.

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(ii) Notwithstanding anything in Section 8.01 or the definition of “Required Lenders,” or “Required Facility Lenders” to the contrary, for purposes of determining whether the Required Lenders and Required Facility Lenders (in respect of a Class of Term Advances) have (1) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure therefrom, or subject to Section 8.07(g)(iii), any plan of reorganization pursuant to the U.S. Bankruptcy Code, (2) otherwise acted on any matter related to any Loan Document, or (3) directed or required the Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, no Affiliated Lender shall have any right to consent (or not consent), otherwise act or direct or require the Agent or any Lender to take (or refrain from taking) any such action and:

(A) all Term Advances held by any Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether the Required Lenders and Required Facility Lenders (in respect of a Class of Term Advances) have taken any actions; and

(B) all Term Advances held by Affiliated Lenders shall be deemed to be not outstanding for all purposes of calculating whether all Lenders have taken any action unless the action in question affects such Affiliated Lender in a disproportionately adverse manner than its effect on other Lenders.

(iii) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Affiliated Lender hereby agrees that if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower at a time when such Lender is an Affiliated Lender, such Affiliated Lender irrevocably authorizes and empowers the Agent to vote on behalf of such Affiliated Lender with respect to the Term Advances held by such Affiliated Lender in any manner in the Agent’s commercially reasonable discretion, unless the Agent instructs such Affiliated Lender to vote, in which case such Affiliated Lender shall vote with respect to the Term Advances held by it as the Agent directs; provided that such Affiliated Lender shall be entitled to vote in accordance with its sole discretion (and not in accordance with the direction of the Agent) in connection with any plan of reorganization to the extent any such plan of reorganization proposes to treat any Obligations held by such Affiliated Lender in a disproportionately adverse manner than the proposed treatment of similar Obligations held by Term Lenders that are not Affiliated Lenders.

(iv) Although any Debt Fund Affiliate(s) shall be Eligible Assignees and shall not be subject to the provisions of Section 8.07(g)(i), (ii) or (iii), any Lender may, at any time, assign all or a portion of its rights and obligations with respect to Term Advances under this Agreement to a Person who is or will become, after such assignment, a Debt Fund Affiliate only through (x) Dutch auctions or other offers to purchase or take by assignment open to all Lenders on a pro rata basis in accordance with procedures agreed between Borrower and the Agent (for the avoidance of doubt, without requiring any representation as to the possession of material non-public information by such Affiliate) or (y) open market purchases. Notwithstanding anything in Section 8.01 or the definition of “Required Lenders,” or “Required Facility Lenders” to the contrary, for purposes of determining whether the Required Lenders and Required Facility Lenders (in respect of a Class of Term Advances) have (A) consented (or not consented) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document or any departure therefrom, (B) otherwise acted on any matter related to any

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Loan Document or (C) directed or required the Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, all Term Advances, Revolving Credit Commitments and Revolving Credit Advances held by Debt Fund Affiliates, in the aggregate, may not account for more than 49.9% of the Term Advances, Revolving Credit Commitments and Revolving Credit Loans of consenting Lenders included in determining whether the Required Lenders have consented to any action pursuant to Section 8.01.

(h) Loan Party Buybacks. Any Lender may, so long as no Specified Event of Default has occurred and is continuing, at any time, assign all or a portion of its rights and obligations with respect to Term Advances under this Agreement to the GATX Guarantor, the Borrower or any Subsidiary of the Borrower through (x) Dutch auctions or other offers to purchase open to all Lenders on a pro rata basis in accordance with procedures agreed between Borrower and Agent or (y) open market purchases; provided that:

(i) if the assignee of an assignment pursuant to this Section 8.07(h) is the GATX Guarantor or a Subsidiary of the Borrower, upon such assignment, transfer or contribution, the applicable assignee shall automatically be deemed to have contributed or transferred the principal amount of such Term Advances, plus all accrued and unpaid interest thereon, to the Borrower; or (y) if the assignee is the Borrower (including through contribution or transfers set forth in clause (x)), (A) the principal amount of such Term Advances, along with all accrued and unpaid interest thereon, so contributed, assigned or transferred to the Borrower shall be deemed automatically cancelled and extinguished on the date of such contribution, assignment or transfer, (B) the aggregate outstanding principal amount of Term Advances of the remaining Lenders shall reflect such cancellation and extinguishing of the Term Advances then held by the Borrower and (C) the Borrower shall promptly provide notice to the Agent of such contribution, assignment or transfer of such Term Advances, and the Agent, upon receipt of such notice, shall reflect the cancellation of the applicable Term Advances in the Register;

(ii) each Person that purchases any Term Advances pursuant to clause (x) of the first paragraph of this Section 8.07(h) shall represent and warrant to the selling Term Lender (other than any Affiliated Lender) that it does not possess material non-public information with respect to the Borrower and its Subsidiaries or the securities of any of them that has not been disclosed to the Term Lenders or shall make a statement that such representation cannot be made; and

(iii) purchases of Term Advances pursuant to this Section 8.07(h) may not be funded with the proceeds of Revolving Advances.

Section 8.08 Confidentiality. Neither the Agent nor any Lender, Issuing Bank or Swing Line Bank may disclose to any Person any confidential, proprietary or non-public information of the Borrower furnished to the Agent, the Lenders, Issuing Banks or Swing Line Banks by or on behalf of the Borrower (such information being referred to collectively herein as the “Borrower Information”), except that each of the Agent and each of the Lenders, Issuing Banks or Swing Line Banks may disclose Borrower Information (a) to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such

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Borrower Information and instructed to keep such Borrower Information confidential on terms at least as restrictive as those provided herein), (b) to the extent required or requested by any regulatory authority having jurisdiction over such Person or its Related Parties (including any self-regulatory authority, such as the National Association of Insurance Commissioners); (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) subject to Section 8.17(e), to any other party hereto; (e) in connection with the exercise of any remedies hereunder or under any Note or L/C Related Document or any action or proceeding relating to this Agreement or any Note or L/C Related Document or the enforcement of rights hereunder or thereunder; (f) subject to an agreement (for the benefit of the Borrower) containing provisions at least as restrictive as those of this Section, to (x) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights and obligations under this Agreement, (y) any actual or prospective party (or its Related Parties) to any swap, derivative or other transaction under which payments are to be made by reference to the Borrower and its obligations, this Agreement or payments hereunder, or (z) to any credit insurance provider (or its Related Parties) relating to the Borrower and its obligations; (g) to the extent such Borrower Information (x) becomes publicly available other than as a result of a breach of this Section 8.08 by the Agent, such Lender, Issuing Bank or Swing Line Bank or any of their Related Parties to whom Borrower Information has been disclosed, or (y) is or becomes available to the Agent or such Lender, Issuing Bank or Swing Line Bank on a nonconfidential basis from a source other than the Borrower and (h) with the consent of the Borrower. In addition, the Agent, the Lenders, the Issuing Banks or the Swing Line Banks may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agent or any Lender, Issuing Bank or Swing Line Bank in connection with the administration of this Agreement, the other Loan Documents, and the Commitments.

Section 8.09 Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 8.10 Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” and words of like import in this Agreement and the other Loan Documents including any Assignment and Assumption shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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Section 8.11 Jurisdiction, Etc.

(a) Each party hereto irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against any other party hereto or any Related Party of the foregoing in any way relating to this Agreement or any Note or L/C Related Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County in the Borough of Manhattan, and of the United States District Court for the Southern District of New York sitting in New York County, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by applicable law, in such federal court. The Borrower hereby further irrevocably consents to the service of process in any action or proceeding in such courts by the mailing thereof by any parties hereto by registered or certified mail, postage prepaid, to the Borrower at its address specified pursuant to Section 8.02. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the Notes or any L/C Related Document in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Section 8.12 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof), the Borrower acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a) (i) no fiduciary, advisory or agency relationship between the Borrower and its Subsidiaries and the Agent or any Lender, Issuing Bank, Swing Line Bank or Lead Arranger is intended to be or has been created in respect of the transactions contemplated hereby, irrespective of whether any Lead Arranger, the Agent, or any Lender, Issuing Bank or Swing Line Bank has advised or is advising the Borrower or any Subsidiary on other matters, (ii) the arranging and other services regarding this Agreement provided by the Agent, the Lead Arrangers and the Lenders, Issuing Bank and Swing Line Bank are arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Agent, the Lead Arrangers and the Lenders, Issuing Bank and Swing Line Bank, on the other hand, (iii) the Borrower has consulted its own legal, accounting, regulatory and Tax advisors to the extent that it has deemed appropriate and (iv) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby; and (b) (i) the Agent, the Lead Arrangers and the Lenders, Issuing Bank and Swing Line Bank each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person; (ii) none of the Agent, the Lead Arrangers nor any of the Lenders, Issuing Bank or Swing Line Bank has any obligation to the Borrower or any of its Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein; and (iii) the Agent, the Lead Arrangers and the Lenders, Issuing Bank and Swing Line Bank and their respective Affiliates may be engaged, for their own accounts or the accounts

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of customers, in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and none of the Agent, the Lead Arrangers nor any of the Lenders, Issuing Bank or Swing Line Bank has any obligation to disclose any of such interests to the Borrower or its Affiliates. To the fullest extent permitted by law, the Borrower hereby waives and releases any claims that it may have against any of the Agent, the Lead Arrangers, the Lenders, Issuing Bank or Swing Line Bank with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby.

Section 8.13 Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”) and the requirements of the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies each borrower, guarantor or grantor (the “Loan Parties”), which information includes the name and address of each Loan Party and other information that will allow such Lender to identify such Loan Party in accordance with the Act and the Beneficial Ownership Regulation.

Section 8.14 Acknowledgement and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Note or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution (as defined below) arising under this Agreement, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers (as defined below) of the applicable Resolution Authority (as defined below) and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement; or

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

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

“Affected Financial Institution” means (a) any EEA Financial Institution (as defined below) or (b) any UK Financial Institution (as defined below).

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

“Bail-In Legislation” means (a) with respect to any EEA Member Country (as defined below) implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule (as defined below) and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

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

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

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

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

“Resolution Authority” means: (a) with respect to an EEA Financial Institution, an EEA Resolution Authority, or (b) with respect to any UK Financial Institution, a UK Resolution Authority (as defined below).

“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

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“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

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

Section 8.15 WAIVER OF JURY TRIAL . EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATINGTO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HASREPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THISAGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.15 .

Section 8.16 Guaranty Matters.

(a) On and after the date that a New Guarantor Election has been made, references to the GATX Guarantor in (x) Article 6 and (y) clause (c) of the definition “Change of Control” shall automatically be replaced by (or supplemented by, as applicable) references to the Guarantor elected pursuant to the most recent New Guarantor Election; provided that (i) no additional Brookfield Guarantor Elections shall be permitted to be made after the initial Brookfield Guarantor Election, and (ii) for each Specified Permitted Holder, no additional Permitted Holder Guarantor Elections shall be permitted to be made by such Specified Permitted Holder after the initial Permitted Holder Guarantor Election.

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(b) The Brookfield Sponsor may, in its sole discretion, at any time, elect to cause any Brookfield Sponsor or any of its Affiliates, in either case, with an external investment grade rating on a pro forma basis immediately after giving effect to the Brookfield Guarantor Election, to the extent such entity is identified on a list delivered to the Lead Arrangers prior to the Closing Date (as such list may be updated from time to time by delivery of an updated list to the Agent (on or after the Closing Date)), to enter into a Guarantee of the Guaranteed Obligations (such person, if any, the “Brookfield Guarantor”, and together with the GATX Guarantor, the “JV Guarantors”), which Guaranty shall, in the Brookfield Sponsor’s sole discretion, replace or be in addition to the GATX Guaranty. Any election by the Brookfield Sponsor to have the Brookfield Guarantor enter into a Guaranty shall be referred to herein as the “Brookfield Guarantor Election”. Notwithstanding anything to the contrary in this clause (b), the Brookfield Guarantor Election shall not be available at any time that the Brookfield Sponsor does not directly or indirectly own any portion of the equity interests of the Borrower.

(c) Any Specified Permitted Holder may, in its sole discretion, at any time, elect (or cause any of its Affiliates to elect), to the extent such Specified Permitted Holder or such Affiliate has an external investment grade rating on a pro forma basis immediately after giving effect to the Permitted Holder Guarantor Election, to enter into a Guarantee of the Guaranteed Obligations (such person, if any, the “Permitted Holder Guarantor”, and together with the JV Guarantors, the “Guarantors”), which Guaranty shall, in such Specified Permitted Holder’s sole discretion, replace or be in addition to the GATX Guaranty (and, if applicable, the Guaranty by the Brookfield Guarantor) (any election by such Specified Permitted Holder to have the Permitted Holder Guarantor enter into a Guaranty, being the “Permitted Holder Guarantor Election”, and, together with the Brookfield Guarantor Election, the “New Guarantor Election”).

(d) At any time that there is more than one Guarantor guaranteeing the obligations of the Borrower under the Loan Documents, the Guarantors shall be jointly and severally liable for the guaranteed obligations under the Loan Documents.

(e) The Lenders hereby irrevocably agree that the GATX Guarantor (and/or, if a New Guarantor Election has occurred, such replacement and/or additional Guarantor) shall be released from the GATX Guaranty (and/or, if a New Guarantor Election has occurred, such replacement and/or additional Guarantor shall be released from such replacement, amended, modified and/or additional Guaranty, it being agreed that the terms of any such additional Guaranty by a Brookfield Guarantor or Permitted Holder Guarantor shall provide that such Guarantor shall be released from its Guaranty upon the Borrower obtaining any investment grade rating from an external rating agency that is not an Affiliate of the Borrower at such time) upon the occurrence of a New Guarantor Election resulting in a replacement Guaranty; provided that, notwithstanding anything in this Agreement or any other Loan Document to the contrary, the GATX Guaranty shall not be released pursuant to this clause (e) at any time that the GATX Guarantor controls the Borrower. Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release the GATX Guarantor (and/or, if a New Guarantor Election has occurred, such replacement and/or additional Guarantor) from the GATX Guaranty (and/or, if a New Guarantor Election has occurred, such replacement, amended, modified and/or additional Guaranty). In each case as specified in this Section 8.16(e), the Agent will promptly upon the request of the Borrower (and each Lender irrevocably authorizes the Agent), execute and deliver to the Borrower such documents as the Borrower may reasonably request to evidence the release of the GATX Guarantor (and/or, if a New

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Guarantor Election has occurred, such replacement and/or additional Guarantor) from the GATX Guaranty (and/or, if a New Guarantor Election has occurred, such replacement, amended, modified and/or additional Guaranty), in each case in accordance with the terms of the Loan Documents and this Section 8.16(e). Any execution and delivery of documents pursuant to this Section 8.16(e) shall be without recourse to or warranty by the Agent.

(f) For the avoidance of doubt:

(i) no release of any Guarantor effected in the manner permitted by Section 8.16(e) shall require the consent of any holder of obligations under any Hedging Agreement;

(ii) obligations under any Hedging Agreement shall only be required to be guaranteed by any Guarantor(s) guaranteeing the obligations of the Borrower under the Loan Documents and, upon the release of any Guarantor pursuant to Section 8.16(e) or the terms of the applicable Guaranty, any Guarantee (as defined in this Agreement) by such Person of any obligations under any Hedging Agreement and any other Guaranteed Obligations shall irrevocably and simultaneously be terminated, discharged and released in full; and

(iii) if, pursuant to the terms and conditions of this Agreement and the other Loan Documents the obligations of the Borrower under the Loan Documents are not required to be guaranteed by any Guarantor, no Guarantor shall be required to guarantee any obligations under any Hedging Agreement or any other Guaranteed Obligations.

Section 8.17 Disqualified Lenders and Defaulting Lenders.

(a)

(i) To the extent that any assignment or participation is made or purported to be made to a Disqualified Lender or Defaulting Lender (notwithstanding the other restrictions in this Agreement with respect to Disqualified Lenders and Defaulting Lenders), or if any Lender or Participant becomes a Disqualified Lender or Defaulting Lender, in each case, without limiting any other provision of the Loan Documents:

(A) upon the request of the Borrower, such Disqualified Lender or Defaulting Lender shall be required to promptly (and in any event within five (5) Business Days) to assign all or any portion of the Advances and Commitments then owned by such Disqualified Lender or Defaulting Lender (or held as a participation) to another Lender (other than a Defaulting Lender or a Disqualified Lender) or an Eligible Assignee; provided that any such assignment pursuant to this clause (A) shall not be subject to the fee described in Section 8.07(b)(iv), and

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(B) the Borrower shall have the right to prepay all or any portion of the Advances and Commitments then owned by such Disqualified Lender or Defaulting Lender (or held as a participation), and if applicable, terminate the Commitments of such Disqualified Lender or Defaulting Lender, in whole or in part; provided that any such prepayment or termination pursuant to this clause (B) shall not be subject to payment by the Borrower of any premium, prepayment fee, penalty or other breakage cost whatsoever that would otherwise be payable pursuant to this Agreement or the other Loan Documents.

(ii) Any such assignment or prepayment shall be made in exchange for an amount equal to the least of (A) the face principal amount of the Advances so assigned or prepaid, and (B) the amount that such Disqualified Lender or Defaulting Lender paid to acquire such Commitments and/or Advances.

(iii) In addition, in connection with any such assignment, (A) if such Disqualified Lender or Defaulting Lender does not execute and deliver to the Agent a duly completed Assignment and Assumption and/or any other documentation necessary or appropriate (in the good faith determination of the Agent or the Borrower, which determination shall be conclusive) to reflect such replacement by the later of (1) the date on which the replacement Lender executes and delivers such Assignment and Assumption and/or such other documentation and (2) the date as of which such Disqualified Lender or Defaulting Lender shall be paid by the assignee Lender (or, at its option, the Borrower) the amount required pursuant to this Section, then such Disqualified Lender or Defaulting Lender shall be deemed to have executed and delivered such Assignment and Assumption and/or such other documentation as of such date and the Borrower shall be entitled (but not obligated) to execute and deliver such Assignment and Assumption and/or such other documentation on behalf of such Disqualified Lender or Defaulting Lender, and the Agent shall record such assignment in the Register, (B) each Lender (whether or not then a party hereto) agrees to disclose to the Borrower the amount that the applicable Disqualified Lender or Defaulting Lender paid to acquire Commitments and/or Advances from such Lender and (C) each Lender that is a Disqualified Lender or Defaulting Lender agrees to disclose to the Borrower the amount it paid to acquire the Commitments and/or Advances held by it.

(b) No Disqualified Lender or Defaulting Lender shall have the right to approve or disapprove any amendment, waiver or consent pursuant to Section 8.01 or under any Loan Document. In connection with any determination as to whether the requisite Lenders (including whether the Required Lenders) have provided any amendment, waiver or consent pursuant to Section 8.01 or under any other Loan Document:

(i) any Advances and Commitments held by Disqualified Lenders and Defaulting Lenders shall not be considered, and

(ii) with respect to any matter under this Agreement or the Loan Documents requiring the consent of the Required Lenders, Required Facility Lenders or Required Revolving Lenders (as applicable), Disqualified Lenders and Defaulting Lenders shall have no voting rights with respect thereto and any Advances or Commitments held thereby will not be accounted for in the calculation of the applicable voting percentages thereunder, and

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(iii) with respect to Sections 8.01(b)(i) through (iv), Disqualified Lenders and Defaulting Lenders shall be deemed to have consented to any such amendment, waiver or consent with respect to its interest as a Lender if a majority of the Lenders who are not Disqualified Lenders or Defaulting Lenders and who are required to consent thereto have so consented; provided that, notwithstanding the foregoing, the Commitment of any Defaulting Lender may not be increased or extended, or the maturity of any of its Loans may not be extended, the rate of interest on any of its Loans may not be reduced and the principal amount of any of its Loans may not be forgiven, in each case without the consent of such Defaulting Lender and any amendment, waiver or consent requiring the consent of all the Lenders or each affected Lender pursuant to Section 8.01(a) or (b) that by its terms affects any Defaulting Lender more adversely than the other affected Lenders shall require the consent of such Defaulting Lender.

(c) Except as otherwise provided in Section 8.17(b)(iii), no Disqualified Lender or Defaulting Lender shall have the right to, and each such Person covenants and agrees not to, instruct the Agent or any other Person in respect of the exercise of remedies with respect to the Advances or other obligations under the Loan Documents. Further, no Disqualified Lender or Defaulting Lender shall be entitled to any of the rights or privileges enjoyed by the other Lenders under this Agreement or the other Loan Documents with respect to (x) voting (other than to the extent provided in Section 8.17(b)), (y) expense reimbursement or indemnification (including, but not limited to, those rights and privileges afforded by Section 8.04 of this Agreement), or (z) the receipt of any information, reporting or other documentation whatsoever provided to the Agent and/or the other Lenders, any Issuing Bank or any Swing Line Bank by any of the Borrower, any Guarantor, the Agent, any other Lender, any Issuing Bank or any Swing Line Bank pursuant to this Agreement or any other Loan Document, and such Disqualified Lender or Defaulting Lender shall be deemed for all purposes to be, at most, a Defaulting Lender.

(d) The provisions of this Section 8.17 shall apply and survive with respect to each Lender and Participant notwithstanding that any such Person may have ceased to be a Lender or Participant hereunder or this Agreement may have been terminated.

(e) Notwithstanding anything herein to the contrary and for the avoidance of any doubt, no Lender may assign or participate its interests, rights and obligations under this Agreement (including all or a portion of its Commitments and the Advances at the time owing to it) to any Disqualified Lender (it being understood and agreed that the Agent may confidentially share the list of Disqualified Lender with any Lender requesting such list in connection with any proposed assignment or participation but the list of Disqualified Lenders shall not be posted to Lenders generally). The Agent shall have no responsibility or liability for monitoring or enforcing the list of Disqualified Lenders or for any assignment or participation to a Disqualified Lender.

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(f) The Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Lenders or Defaulting Lenders. Without limiting the generality of the foregoing, the Agent shall not (A) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or participant is a Disqualified Lender or Defaulting Lender, (B) have any liability with respect to or arising out of any assignment or participation of Commitments or Advances, or disclosure of confidential information, to any Disqualified Lender or Defaulting Lender or (C) have any liability to or arising out of the voting in any amendment or waiver to any Loan Document by any Disqualified Lender or Defaulting Lender.

(g) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, each Disqualified Lender hereby agrees that, if a proceeding under any Debtor Relief Law shall be commenced by or against the Borrower at a time when such Lender is a Disqualified Lender, such Disqualified Lender irrevocably agrees (i) not to vote in any such proceeding, (ii) if such Disqualified Lender does vote in such proceeding notwithstanding the restriction in the foregoing clause (i), such vote will be deemed not to be in good faith and shall be “designated” pursuant to Section 1126(e) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and such vote shall not be counted in determining whether the applicable class has accepted or rejected such bankruptcy plan in accordance with Section 1126(c) of the Bankruptcy Code (or any similar provision in any other Debtor Relief Laws), and (iii) not to contest any request by any party for a determination by a court of competent jurisdiction effectuating the foregoing clause (ii). Each Disqualified Lender hereby irrevocably appoints the Agent (such appointment being coupled with an interest) as such Disqualified Lender’s attorney-in-fact, with full authority in the place and stead of such Disqualified Lender and in the name of such Disqualified Lender, from time to time in the Agent’s discretion to take any action and execute any instrument that the Agent may deem reasonably necessary or appropriate to carry out the provisions of this Section, including to ensure that any vote of such Disqualified Lender on any proceeding is withdrawn or otherwise not counted. The Lenders and each Disqualified Lender agree and acknowledge that the provisions set forth in this clause (g) constitute a “subordination agreement” as such term is contemplated by, and utilized in, Section 510(a) of the Bankruptcy Code and, as such, would be enforceable for all purposes in any case where the Borrower or any Subsidiary has filed for protection under any law relating to bankruptcy, insolvency or reorganization or relief of debtors applicable to the Borrower or such Subsidiary, as applicable.

Section 8.18 No Liability of the Issuing Banks. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither an Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit,

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except that the Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation.

Section 8.19 Acknowledgment Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

Section 8.20 Termination and Return of the Escrowed Facilities Amount. If for any reason the Closing (as defined in the Purchase Agreement) does not occur, the Escrowed Facilities Amount shall be returned to the Agent in accordance with Section 4(b) of the Escrow Agreement and the Agent shall promptly return to each Lender the portion of the Escrowed Facilities Amount delivered by such Lender. Upon such return to the Lenders, together with the payment of all accrued and unpaid interest hereunder and any other amounts then due and payable hereunder, this Agreement and all other Loan Documents shall automatically terminate and be of no further force and effect.

[Signature pages follow.]

145

IN WITNESS WHEREOF, the parties hereto have caused this Five-Year Credit Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

GABX LEASING LLC,
as Borrower
By:	/s/ Robert Lyons
Name: Robert Lyons
Title: Authorized Person
WELLS FARGO BANK, N.A.,
---	---
as Agent
By:	/s/ Matt J Perrizo
Name: Matt J Perrizo
Title: Managing Director
WELLS FARGO BANK, N.A.,
---	---
as Lender and Swing Line Bank
By:	/s/ Matt J Perrizo
Name: Matt J Perrizo
Title: Managing Director
BANK OF AMERICA, N.A.,
---	---
as Lender
By:	/s/ Erika Murphy
Name: Erika Murphy
Title: Vice President
MUFG BANK, LTD.,
---	---
as Lender
By:	/s/ George Stoecklein
Name: George Stoecklein
Title: Managing Director
SUMITOMO MITSUI BANKING CORPORATION,
---	---
as Lender
By:	/s/ Lauren Levy
Name: Lauren Levy
Title: Managing Director
CREDIT AGRICOLE CORPORATE & INVESTMENT BANK,
---	---
as Lender
By:	/s/ Thomas Jean
Name: Thomas Jean
Title: Managing Director
By:	/s/ Elisa Lajonchere
Name: Elisa Lajonchere
Title: Managing Director
PNC BANK, NATIONAL ASSOCIATION,
---	---
as Lender and Issuing Bank
By:	/s/ Hannah Gold
Name: Hannah Gold
Title: Assistant Vice President
U.S. BANK NATIONAL ASSOCIATION,
---	---
as Lender and Issuing Bank
By:	/s/ Nora Golden
Name: Nora Golden
Title: Vice President
THE HUNTINGTON NATIONAL BANK,
---	---
as Lender
By:	/s/ Neil G Mesch
Name: Neil G Mesch
Title: Managing Director
ING CAPITAL LLC,
---	---
as Lender
By:	/s/ Michael Choina
Name: Michael Choina
Title: Managing Director
By:	/s/ Maria Fahey
Name: Maria Fahey
Title: Director
REGIONS BANK,
---	---
as Lender
By:	/s/ Tyler Sherman
Name: Tyler Sherman
Title: Vice President

SCHEDULE I

COMMITMENTS

[Intentionally Omitted]

SCHEDULE 4.01(f)

DISCLOSED LITIGATION

[Intentionally Omitted]

SCHEDULE 5.02(c)(vi)

CLOSING DATE TRANSACTIONS

[Intentionally Omitted]

SCHEDULE 8.02

AGENT’S CONTACT INFORMATION

[Intentionally Omitted]

EXHIBIT A

FORM OF NOTE

[Intentionally Omitted]

EXHIBIT B-I

FORM OF NOTICE OF TERM BORROWING

[Intentionally Omitted]

EXHIBIT B-II

FORM OF NOTICE OF REVOLVING CREDIT BORROWING

[Intentionally Omitted]

EXHIBIT B-III

FORM OF NOTICE OF SWING LINE BORROWING

[Intentionally Omitted]

EXHIBIT C-I

FORM OF ASSIGNMENT AND ASSUMPTION

[Intentionally Omitted]

ANNEX 1

GABX LEASING LLC CREDIT AGREEMENT

[Intentionally Omitted]

EXHIBIT C-II

FORM OF AFFILIATED LENDER ASSIGNMENT AND ASSUMPTION

[Intentionally Omitted]

EXHIBIT D

FORM OF SOLVENCY CERTIFICATE

[Intentionally Omitted]

EXHIBIT 5.02(f)(iii)

FORM OF SUBORDINATION TERMS

[Intentionally Omitted]

EX-10.2

Exhibit 10.2

EXECUTION VERSION

GUARANTY AGREEMENT

This GUARANTY AGREEMENT (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of December 31, 2025, by and among GATX CORPORATION, a New York corporation (“GATX”, and, the “GATX Guarantor”), and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with any successor, the “Agent”).

WHEREAS, the Lenders have severally agreed to extend credit to GABX Leasing LLC, a Delaware limited liability company (the “Borrower”) pursuant to the Credit Agreement (as defined below);

WHEREAS, GATX is a member of the Borrower and will derive substantial indirect benefit from extensions of credit to the Borrower under the Credit Agreement; and

WHEREAS, it is a condition precedent to each of the Lenders’ obligations to extend credit under the Credit Agreement that GATX shall have executed and delivered this Agreement to the Agent, for the ratable benefit of all the Lenders.

NOW, THEREFORE, in consideration of the premises and to induce the Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to extend credit thereunder, GATX hereby agrees with the Agent, for the ratable benefit of the Lenders, as follows:

ARTICLE I.

DEFINITIONS AND ACCOUNTING TERMS

1.1 Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including the introductory paragraphs herein above) shall have the meanings given to them in the Credit Agreement.

1.2 Other DefinedTerms. When used herein the following terms shall have the following meanings:

“Agent” has the meaning assigned to such term in the introductory paragraphs of this Agreement.

“Agreement” has the meaning assigned to such term in the introductory paragraphs of this Agreement.

“Borrower” has the meaning assigned to such term in the introductory paragraphs of this Agreement.

“Credit Agreement” means the Credit Agreement of even date herewith among the Borrower, the Lenders from time to time party thereto and the Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Communication” has the meaning assigned to such term in Section 5.5.

“Electronic Copy” has the meaning assigned to such term in Section 5.5.

“GATX” has the meaning assigned to such term in the introductory paragraphs of this Agreement.

“GATX Guarantor” has the meaning assigned to such term in the introductory paragraphs of this Agreement.

“Guaranty” has the meaning assigned to such term in Section 2.1.

“Notice” has the meaning assigned to such term in Section 5.5.

“Process Agent” has the meaning assigned to such term in Section 5.10(A).

“Qualified ECP Guarantor” means, in respect of any Swap Obligation, each Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another Person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Specified Loan Party” means each of the Borrower and each Guarantor that is, at the time on which the relevant Guarantee or grant of the relevant security interest under the Loan Documents by such Person becomes effective with respect to a Swap Obligation, a corporation, partnership, proprietorship, organization, trust or other entity that would not be an “eligible contract participant” under the Commodity Exchange Act at such time but for the effect of Article VI.

“Swap Obligation” means with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.

1.3 Other Interpretive Provisions. The terms and provisions of Sections 1.02 through 1.06 of the Credit Agreement are hereby incorporated by reference mutatis mutandis.

ARTICLE II.

GUARANTY

2.1 Guaranty. The GATX Guarantor hereby irrevocably, absolutely and unconditionally guarantees in favor of the Agent, for the benefit of the Lenders, as a guarantee of payment and performance and not merely as a guarantee of collection, prompt payment in full when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of the Guaranteed Obligations. The Agent’s books and records showing the amount of the Guaranteed Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon the GATX Guarantor, and conclusive for the purpose of establishing the amount of the Guaranteed Obligations. This Section 2.1 shall not be

affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligations or any instrument or agreement evidencing any Guaranteed Obligations, or by the existence, validity or enforceability, or by any fact or circumstance relating to the Guaranteed Obligations which might otherwise constitute a defense to the obligations of the GATX Guarantor under this Section 2.1, and the GATX Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing (this Section 2.1 being the “Guaranty”). For purposes of this Guaranty, (i) the term “Lender” shall include any Person that is a Lender or an Affiliate of a Lender at the time that it becomes a party to a Guaranteed Hedge Agreement and (ii) the term “Loan Documents” shall include Guaranteed Hedge Agreements.

2.2 Rights of Lenders. The GATX Guarantor consents and agrees that the Agent and the Lenders may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof; and (b) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations (including, but not limited to, in accordance with the provisions of Section 8.16 of the Credit Agreement). Without limiting the generality of the foregoing, the GATX Guarantor consents to the Agent and the Lenders taking, or failing to take, any action which might in any manner or to any extent vary the risks of the GATX Guarantor under the Guaranty or which, but for this provision, might operate as a discharge of the GATX Guarantor.

2.3 Certain Waivers. The GATX Guarantor waives (a) any defense arising by reason of any disability or other defense of the GATX Guarantor, or the cessation from any cause whatsoever (including any act or omission of any Lender) of the liability of the GATX Guarantor; (b) the benefit of any statute of limitations affecting the GATX Guarantor’s liability hereunder; (c) any right to proceed against the Borrower or pursue any other remedy in the power of the Agent or any Lender whatsoever; (d) diligence, presentment, demand of payment, protest and any requirement that the Agent and the Lenders exhaust any right, power or remedy or proceed against the Borrower under the Credit Agreement or otherwise and (e) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by applicable law limiting the liability of or exonerating guarantors or sureties. The GATX Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guaranteed Obligations, and all notices of acceptance of the Guaranty or of the existence, creation or incurrence of new or additional Guaranteed Obligations.

2.4 Obligations Independent. The obligations of the GATX Guarantor under this Article II are those of primary obligor, and not merely as surety, and are independent of the Guaranteed Obligations, and a separate action may be brought against the GATX Guarantor to enforce this Article II whether or not the Borrower or any other person or entity is joined as a party.

2.5 Subrogation. The GATX Guarantor shall not exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under the Guaranty until all of the Guaranteed Obligations and any amounts payable under this Article II have been repaid in full and all of the Commitments are terminated. If any amounts are paid to the GATX Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Lenders and shall forthwith be paid to the Agent to reduce the amount of the Guaranteed Obligations, whether matured or unmatured.

2.6 Termination; Reinstatement. The Guaranty is a continuing and irrevocable guarantee of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Article II are paid in full and all of the Commitments are terminated. Notwithstanding the foregoing, this Article II shall continue in full force and effect or be automatically revived (without any action), as the case may be, if any payment by or on behalf of the Borrower is made, or any of the Lenders exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Lenders in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Lenders are in possession of or have released the GATX Guarantor from its obligations under this Article II and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this Section 2.6 shall survive termination of this Agreement.

2.7 Subordination . The GATX Guarantor hereby subordinates to the payment in full of all Guaranteed Obligations the payment of all obligations and indebtedness of the Borrower to the GATX Guarantor, whether now existing or hereafter arising, and including but not limited to any obligation of the Borrower to the GATX Guarantor as subrogee of the Lenders or resulting from the GATX Guarantor’s performance under this Article II. Notwithstanding the subordination pursuant to the foregoing sentence, the Borrower may continue to make payments to the GATX Guarantor at the times and in the manner permitted by the Credit Agreement, unless (a) an Event of Default has occurred and is continuing and (b) the Agent shall have notified the GATX Guarantor in writing that payments of obligations that have been subordinated pursuant to this Section 2.7 shall cease until such Event of Default has been cured.

2.8 Stay ofAcceleration. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed in connection with any case commenced by or against the Borrower under any Debtor Relief Laws or otherwise, all such amounts shall nonetheless be payable by the GATX Guarantor immediately upon demand by the Lenders.

ARTICLE III.

REPRESENTATIONS AND WARRANTIES.

To induce the Agent and the Lenders to enter into the Credit Agreement and to induce the Lenders to make their respective extensions of credit and other financial accommodations to the Borrower thereunder, the GATX Guarantor hereby represents and warrants, with respect to the representations and warranties contained in Sections 3.1 through 3.4, on the Escrow Release Date and on each date that such representations and warranties are required to be made in accordance with Section 3.03(a) of the Credit Agreement, and, with respect to the representations and warranties contained in Section 3.5, on each date that such representations and warranties are required to be made in accordance with Section 3.03(a) of the Credit Agreement (and not, for the avoidance of doubt, on the Closing Date or the Escrow Release Date) to the Agent and each Lender that:

3.1 Organization; Powers. The GATX Guarantor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required.

3.2 Authorization; Enforceability. The execution, delivery and performance by the GATX Guarantor of this Agreement is within the GATX Guarantor’s corporate powers and has been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement has been duly executed and delivered by the GATX Guarantor and constitutes the legal, valid and binding obligation of the GATX Guarantor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

3.3 No Conflicts. The execution, delivery and performance by the GATX Guarantor of this Agreement and the incurrence by the GATX Guarantor of the Indebtedness created hereunder and hereby will not violate the charter, by-laws or other organizational documents of the GATX Guarantor.

3.4 Investment Company Status. The GATX Guarantor is not required to be registered as an “investment company” as such term is defined in and under the Investment Company Act, 1940, as amended.

3.5 Sanctions.

(A) The GATX Guarantor has implemented and maintains in effect policies and procedures reasonably designed in accordance with applicable law to promote compliance by the GATX Guarantor and (when acting in their respective capacities as such) its directors, officers, and employees with Anti-Corruption Laws and applicable Sanctions. To the knowledge of the GATX Guarantor, the GATX Guarantor is in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. Neither the GATX Guarantor or any of its directors or officers, or, to the knowledge of the GATX Guarantor, after due inquiry, any of its employees that will act in any capacity in connection with or benefit from the guaranty established hereby, is, or is controlled by, a Sanctioned Person.

(B) Neither the GATX Guarantor or, to the knowledge of the GATX Guarantor, any director or officer of the GATX Guarantor is currently the subject of any U.S. sanctions program administered by OFAC.

ARTICLE IV.

COVENANTS.

4.1 Financial Statements . **** The GATX Guarantor will furnish to the Agent (which shall promptly furnish to each of the Lenders):

(A) within 120 days after the end of each fiscal year of the GATX Guarantor, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without a “going concern” or like qualification or exception and without any qualification or material exception as to the scope of such audit (other than a “going concern” qualification or like qualification or exception or explanatory statement attributable solely to upcoming maturity under any Indebtedness or any actual or potential inability to satisfy any financial covenants on a future date or in a future period)) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the GATX Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(B) within 55 days after the end of each of the first three fiscal quarters of each fiscal year of the GATX Guarantor, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Responsible Officers as presenting fairly in all material respects the financial condition and results of operations of the GATX Guarantor and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes; and

(C) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other material information filed by the GATX Guarantor, with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions of said Commission, or with any national securities exchange, as the case may be.

The GATX Guarantor shall be deemed to have delivered the financial statements and other information referred to in clauses (A), (B) and (C) of this Section 4.1, when such filings, financials or other information have been posted on the Internet website of the Securities and Exchange Commission (http://www.sec.gov) or on the GATX Guarantor’s own internet website as previously identified to the Agent. If the Agent or any Lender requests such filings, financial statements or other information to be delivered to it in hard copies, the GATX Guarantor shall furnish to the Agent or such Lender (as applicable) such statements accordingly; provided that no such request shall affect that such filings, financial statements or other information have been deemed to have been delivered in accordance with the terms of the immediately preceding sentence.

4.2 Notices of MaterialEvents . The GATX Guarantor will furnish to the Agent (which shall promptly furnish to each of the Lenders) prompt written notice of the following, in connection with the GATX Credit Agreement:^^

(A) the occurrence of any Default (as defined under the under the GATX Credit Agreement);

(B) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting the GATX Guarantor or any Affiliate thereof that is likely to result in a Material Adverse Effect (as defined under the under the GATX Credit Agreement); and

(C) any other development that results in a Material Adverse Effect (as defined under the under the GATX Credit Agreement).

Each notice delivered under this Section 4.2 shall be accompanied by a copy of the statement given by a Financial Officer (as defined under the under the GATX Credit Agreement) or other executive officer of the GATX Guarantor to the Agent (as defined in the GATX Credit Agreement) pursuant to Section 5.01(b) of the GATX Credit Agreement which sets forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

ARTICLE V.

MISCELLANEOUS.

5.1 Amendments in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except with the written consent of the parties hereto.

5.2 Notices. All notices, requests and demands to or upon the Agent or the GATX Guarantor hereunder shall be effected in the manner provided for in Section 8.02 of the Credit Agreement and the provisions thereof are hereby incorporated by reference mutatis mutandis; provided that, for the purposes Section 8.02(a) thereof, the notice details for the GATX Guarantor are as follows:

GATX Corporation

233 S. Wacker Drive Chicago, IL 60606

Attention: Chris Velisaris; Katie Deibert

Email: ***

with a copy to each of (which shall not constitute notice):

Mayer Brown LLP

Attention: Adam C. Wolk and William R. Kucera

1221 Avenue of the Americas

New York, New York 10020

Telephone: ***

Email: ***

5.3 Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

5.4 Nature of Remedies. All Guaranteed Obligations of the GATX Guarantor and rights of the Agent and the Lenders expressed herein shall be in addition to and not in limitation of those provided by applicable law. No failure to exercise and no delay in exercising, on the part of the Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

5.5 Counterparts;Effectiveness. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission pursuant to procedures approved by the Agent) shall be as effective as delivery of a manually signed original. This Agreement and any document, amendment, approval, consent, information, notice, certificate, request, statement, disclosure or authorization related to this Agreement (each, a “Communication”), including Communications required to be in writing, may be in the form of an Electronic Record and may be executed using Electronic Signatures. Each of the parties hereto agrees that any Electronic Signature on or associated with any Communication shall be valid and binding to the same extent as a manual, original signature, and that any Communication entered into by Electronic Signature, will constitute the legal, valid and binding obligation of each party hereto enforceable against such in accordance with the terms thereof to the same extent as if a manually executed original signature was delivered. Any Communication may be executed in as many counterparts as necessary or convenient, including both paper and electronic counterparts, but all such counterparts are one and the same Communication. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the GATX Guarantor, the Agent and each of the Lenders of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format), or an electronically signed Communication converted into another format, for transmission, delivery and/or retention. Each of the GATX Guarantor, the Agent and each of the Lenders may, at its option, create one or more copies of any Communication in the form of an imaged Electronic Record (“Electronic Copy”), which shall be deemed created

in the ordinary course of such Person’s business, and destroy the original paper document. All Communications in the form of an Electronic Record, including an Electronic Copy, shall be considered an original for all purposes, and shall have the same legal effect, validity and enforceability as a paper record. The Agent shall have no duty to confirm that the Person sending any notice, instruction or other communication (a “Notice”) by electronic transmission (including by e-mail, facsimile transmission, web portal or other electronic methods) is, in fact, a Person authorized to do so. Each other party assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to the Agent, including without limitation the risk of the Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding anything contained herein to the contrary, the Agent is not under any obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by Agent pursuant to procedures approved by it; provided, that, without limiting the foregoing, (a) to the extent such Agent has agreed to accept such Electronic Signature, Agent and each of the Lenders shall be entitled to rely on any such Electronic Signature purportedly given by or on behalf of any party hereto without further verification, and (b) upon the request of Agent, any Electronic Signature shall be promptly followed by such manually executed counterpart. For purposes hereof, “Electronic Record” and “Electronic Signature” shall have the meanings assigned to them, respectively, by 15 USC §7006, as it may be amended from time to time.

5.6 Severability. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby as to such jurisdiction, and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

5.7 Entire Agreement. This Agreement constitutes the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement. Nothing in this Agreement, expressed or implied, is intended to confer upon any party other than the parties hereto rights, remedies, obligations or liabilities under or by reason of this Agreement.

5.8 Successors; Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, other than as permitted by the Credit Agreement, neither party hereto may assign or otherwise transfer any of its respective rights or obligations hereunder without the prior written consent of the other party hereto (and any attempted assignment or transfer without such consent shall be null and void).

5.9 Applicable Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSIES, DISPUTES OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

5.10 Forum Selection; Consent to Jurisdiction.

(A) EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST ANY OTHER PARTY HERETO IN ANY WAY RELATING TO THIS AGREEMENT OR THE TRANSACTIONS RELATING HERETO, IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY, AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. THE GATX GUARANTOR HEREBY AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH NEW YORK STATE COURT OR IN SUCH FEDERAL COURT MAY BE MADE UPON CT CORPORATION SYSTEM AT ITS OFFICES AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011 (THE “PROCESS AGENT”) AND THE GATX GUARANTOR HEREBY IRREVOCABLY APPOINTS THE PROCESS AGENT ITS AUTHORIZED AGENT TO ACCEPT SUCH SERVICE OF PROCESS, AND AGREES THAT THE FAILURE OF THE PROCESS AGENT TO GIVE ANY NOTICE OF ANY SUCH SERVICE SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY JUDGMENT RENDERED IN ANY ACTION OR PROCEEDING BASED THEREON. THE GATX GUARANTOR HEREBY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS IN ANY ACTION OR PROCEEDING IN SUCH COURTS BY THE MAILING THEREOF BY ANY PARTIES HERETO BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE GATX GUARANTOR AT ITS ADDRESS SPECIFIED PURSUANT TO SECTION 5.2. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

(B) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TO IN CLAUSE (A) OF THIS SECTION 5.10. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

5.11 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.11.

5.12 Acknowledgements. GATX hereby acknowledges that:

(A) it has been advised by counsel in the negotiation, execution and delivery of this Agreement;

(B) neither the Agent nor any Lender has any fiduciary relationship with or duty to GATX arising out of or in connection with this Agreement or any of the other Loan Documents, and the relationship between GATX, on the one hand, and the Agent and the Lenders, on the other hand, in connection herewith or therewith is solely that of debtor and creditor; and

(C) no joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among GATX and the Lenders.

5.13 Releases. At such time as (a) the Guaranteed Obligations have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not then due) and the Commitments terminated or (b) the Guaranty shall be permitted to be released pursuant to Section 8.16 of the Credit Agreement, the Guaranty shall be automatically released and the GATX Guarantor shall be released from its obligations hereunder and thereunder and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and the GATX Guarantor hereunder shall be automatically terminated and the Agent shall, upon the request and at the sole expense of the GATX Guarantor following any such release, promptly execute and deliver to the GATX Guarantor such documents as the GATX Guarantor shall request to evidence such release and termination.

5.14Incorporation by Reference; Loan Document.

(A) The provisions of Sections 8.08 and 8.16 of the Credit Agreement are hereby incorporated by reference mutatis mutandis.

(B) The parties hereto hereby agree that this Agreement is a Loan Document.

ARTICLE VI.

KEEPWELL

Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each Specified Loan Party to honor all of such Specified Loan Party’s obligations under this Guaranty and the other Loan Documents in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Article VI for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Article VI or otherwise under this Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Article VI shall remain in full force and effect until the Guaranteed Obligations have been indefeasibly paid and performed in full. Each Qualified ECP Guarantor intends that this Article VI constitute, and this Article VI shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each Specified Loan Party for all purposes of Section la(18)(A)(v)(II) of the Commodity Exchange Act.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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

GATX CORPORATION, as Guarantor
By:	/s/ Robert Lyons
	Name: Robert Lyons
	Title: President and Chief Executive Officer

[Signature Page to GATX Guaranty]

AGENT:
WELLS FARGO BANK, N.A., as Agent
By:	/s/ Matt J Perrizo
Name: Matt J Perrizo
Title: Managing Director

[Signature Page to GATX Guaranty]

EX-10.3

Exhibit 10.3

Execution Version

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

GABX LEASING LLC

TABLE OF CONTENTS

		Page
ARTICLE I GENERAL MATTERS		2
Section 1.1	Formation	2
Section 1.2	Name	2
Section 1.3	Purpose	2
Section 1.4	Registered Office	2
Section 1.5	Registered Agent	2
Section 1.6	Members	2
Section 1.7	Powers	3
Section 1.8	Limited Liability Company Agreement	3
Section 1.9	Issuance of Additional Membership Interests	3
ARTICLE II MANAGEMENT		3
Section 2.1	Directors	3
Section 2.2	Number of Directors; Director Appointment Rights	4
Section 2.3	Removal of Directors	5
Section 2.4	Vacancies	6
Section 2.5	Acts of the Board	6
Section 2.6	Compensation of Directors	6
Section 2.7	Meetings of Directors; Notice	6
Section 2.8	Quorum	7
Section 2.9	Place and Method of Meetings	7
Section 2.10	Unanimous Action by the Board Without a Meeting	7
Section 2.11	Committees	8
Section 2.12	Officers	8
Section 2.13	Insurance	9
Section 2.14	Certain Operational Matters	9
Section 2.15	Effect of GATX Founder Period	9
ARTICLE III DEFAULT; DISSOLUTION		10
Section 3.1	Events of Default	10
Section 3.2	Dissolution	11
Section 3.3	Liquidation Proceeds	11

ARTICLE IV CAPITAL CONTRIBUTIONS; ADDITIONAL FUNDING; CAPITAL ACCOUNTS;<br>DISTRIBUTIONS; ALLOCATIONS		12
Section 4.1	Capital Contributions	12
Section 4.2	Additional Funding	12
Section 4.3	Capital Account Maintenance	14
Section 4.4	Distributions Generally; Asset Dispositions; Call Option Exercise Distributions; Support<br>Payments	15
Section 4.5	Distributions upon the Occurrence of an Event of Dissolution	18
Section 4.6	Distributions in Kind	18
Section 4.7	Withdrawal of Capital; Interest	18
Section 4.8	Allocations	18
ARTICLE V TRANSFERS OF MEMBERSHIP INTERESTS		22
Section 5.1	General Provisions	22
Section 5.2	Transfers to Permitted Transferees; Liens by Members	23
Section 5.3	Right of First Offer	24
Section 5.4	Blocker Member Tag-Along Right	27
Section 5.5	Drag-Along Rights	28
Section 5.6	Preemptive Rights	31
ARTICLE VI MEMBER APPROVAL MATTERS		32
Section 6.1	Member Approval Matters	32
Section 6.2	Blocker Member Approval Matters	35
Section 6.3	Inflation Adjustments and Resets of Dollar Thresholds	35
ARTICLE VII OTHER COVENANTS AND AGREEMENTS		36
Section 7.1	Books and Records	36
Section 7.2	Manager Reports	36
Section 7.3	Other Business; Corporate Opportunities	36
Section 7.4	Compliance with Laws	37
Section 7.5	Confidentiality	38
Section 7.6	Expenses	40
Section 7.7	Budget; Business Plan	40
Section 7.8	Debt and Guaranty Matters	41
Section 7.9	Related Party Transactions	42
Section 7.10	Railcar Marks	42

ARTICLE VIII TAX MATTERS		42
Section 8.1	Tax Classification	42
Section 8.2	Partnership Representative	43
Section 8.3	Method of Accounting	45
Section 8.4	Financial Accounting	45
Section 8.5	Tax Returns	45
Section 8.6	Cooperation	46
Section 8.7	Withholding	47
ARTICLE IX LIABILITY; EXCULPATION; INDEMNIFICATION		47
Section 9.1	Liability; Member Duties	47
Section 9.2	Exculpation	48
Section 9.3	Indemnification	48
Section 9.4	Authorization	48
Section 9.5	Advancement of Expenses	48
Section 9.6	Non-Exclusive Provisions	49
Section 9.7	Survival of Indemnification and Advancement of Expenses	49
Section 9.8	Limitations	49
ARTICLE X REPRESENTATIONS AND WARRANTIES		49
Section 10.1	Members Representations and Warranties	49
ARTICLE XI MISCELLANEOUS		50
Section 11.1	Notices	50
Section 11.2	Assignment	52
Section 11.3	Waiver of Partition	52
Section 11.4	Further Assurances	52
Section 11.5	Third Party Beneficiaries	52
Section 11.6	Parties in Interest	52
Section 11.7	Severability	53
Section 11.8	Construction	53
Section 11.9	Complete Agreement	53

iii

Section 11.10	Amendment; Waiver	53
Section 11.11	Governing Law	53
Section 11.12	Specific Performance	54
Section 11.13	Arbitration	54
Section 11.14	Counterparts	55
Section 11.15	Fair Market Value Determination	55
Section 11.16	Certain Definitions	56
Section 11.17	Terms Defined Elsewhere in this Agreement	71
Section 11.18	Other Definitional Provisions	75

Schedules

Schedule 1 – Schedule of Members

Exhibits

Exhibit A – Annual Budget

Exhibit B – Business Plan

Annexes

Annex A – Audit and Risk Committee

AMENDED & RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED & RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of GABX Leasing LLC (the “Company”) is made and entered into as of January 1, 2026 (the “Effective Date”) by and among the Company, GABX Leasing Holding LLC, a Delaware limited liability company (the “Blocker Member”), and GATX Corporation, a New York corporation (the “GATX Member”). The Company, the Blocker Member and the GATX Member are each sometimes referred to herein as a “Party” and, together, as the “Parties.”

RECITALS

On May 20, 2025, the Blocker Member and the GATX Member formed the Company as a limited liability company in accordance with the provisions of the Act, pursuant to the laws of the State of Delaware, and entered into that certain Limited Liability Company Agreement of the Company, dated as of May 23, 2025 (the “Initial LLC Agreement”).
On May 29, 2025, the Company, Wells Fargo Bank, N.A. and Everen Capital Corporation, among other parties, entered into that certain Purchase Agreement (the “Purchase Agreement”) whereby the Company agreed to purchase, acquire, accept and assume from the Seller Group (as defined in the Purchase Agreement), and the Seller Group agreed to sell, transfer, assign, convey and deliver to the Company, the JV Transferred Assets (as defined in the Purchase Agreement) and JV Assumed Liabilities (as defined in the Purchase Agreement).
Concurrently with the execution of the Purchase Agreement, the Company, the Blocker Member and the GATX Member, among others, entered into that certain Investors Agreement (the “Investors Agreement”) in order to govern the actions of such parties, as applicable, and the relationship among the Blocker Member, the GATX Member and the Company with respect to the Purchase Agreement, the Equity Commitment Letter (as defined in the Investors Agreement), the Limited Guaranty (as defined in the Investors Agreement) and the JV Definitive Documents (as defined in the Investors Agreement).
In accordance with the Investors Agreement and concurrently with the consummation of the transactions contemplated by the Purchase Agreement, the Parties desire to, and by the execution and delivery of this Agreement hereby do, amend and restate in its entirety the Initial LLC Agreement, in order to provide for, among other things, the rights and responsibilities of the Parties with respect to the governance, financing and operation of the Company, and certain other matters relating to the business arrangements between the Parties with respect to the Company.

Therefore, in consideration of the mutual covenants and agreements contained in this Agreement and other good and valid consideration the receipt of which is hereby acknowledged by each Party, and intending to be legally bound hereby, the Parties hereby agree as follows:

ARTICLE I

GENERAL MATTERS

Section 1.1 Formation. The Company has been formed as a limited liability company pursuant to the Act.

Section 1.2 Name. The name of the Company is “GABX Leasing LLC.”

Section 1.3 Purpose.

(a) The purpose of the Company is to engage in all lawful business for which limited liability companies may be formed under the Act and the Laws of the State of Delaware in furtherance of the following activities (the “Company Business”):

(i) purchasing, owning, managing, maintaining, leasing and selling railcars; and

(ii) engaging in such other activities as the Board deems necessary, convenient or incidental to the conduct, promotion or attainment of the activities described in the foregoing clause (i).

(b) The Company shall not engage in any activity or conduct inconsistent with the Company Business or any reasonable extensions thereof.

Section 1.4 Registered Office. The address of the registered office of the Company in the State of Delaware is 251 Little Falls Drive, Wilmington, Delaware, 19808.

Section 1.5 Registered Agent. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, Wilmington, Delaware, 19808.

Section 1.6 Members.

(a) Each of the Blocker Member and the GATX Member has been admitted to the Company as a Member and hereby continues as such. Unless admitted to the Company as a Member as provided in this Agreement, no Person shall be, in fact or for any other purpose, a Member.

(b) No Member shall have any right to withdraw from the Company except as expressly set forth herein. No Membership Interest is redeemable or repurchasable by the Company at the option of a Member. Except as expressly set forth in this Agreement, no event affecting a Member (including dissolution, bankruptcy or insolvency) shall affect its obligations under this Agreement or affect the Company.

(c) The Members’ names, addresses and their respective Percentage Interests are set forth on the Schedule of Members attached to this Agreement as Schedule 1.

(d) No Member, acting in its capacity as a Member, shall be entitled to vote on any matter relating to the Company other than as specifically required by the Act or as expressly set forth in this Agreement.

(e) A Member shall automatically cease to be a Member upon the Transfer of all of such Member’s Membership Interests made pursuant to and in accordance with the terms of this Agreement. Immediately upon any such permissible Transfer, the Company shall cause such Member to be removed from Schedule 1 to this Agreement and to be substituted by the transferee or transferees in such Transfer, and, except as otherwise expressly provided for herein, such transferee or transferees shall be deemed to be a “Party” for all purposes hereunder and all references to the Blocker Member or the GATX Member, as the case may be, shall be deemed to be references to such transferee or transferees (notwithstanding, in the case that more than one Person is a transferee of such Membership Interests, that such defined terms as used herein are singular in number).

Section 1.7 Powers. The Company shall have the power and authority to do any and all acts necessary or convenient to or in furtherance of the purposes described in Section 1.3, including all power and authority, statutory or otherwise, possessed by, or which may be conferred upon, limited liability companies under the Laws of the State of Delaware.

Section 1.8 Limited Liability Company Agreement. This Agreement shall constitute the “limited liability company agreement” of the Company for the purposes of the Act. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Act in the absence of such provision, this Agreement shall control to the fullest extent permitted by the Act and other applicable Law.

Section 1.9 Issuance of Additional Membership Interests. Except for the issuance of Membership Interests made pursuant to and in accordance with Article VI, the Company shall not issue any new Membership Interests, or any securities convertible into Company Securities, to any Third Party or to the Members other than in accordance with their respective Percentage Interests.

ARTICLE II

MANAGEMENT

Section 2.1 Directors. Subject to (x) the provisions of the Act, (y) any requirements in this Agreement as to actions expressly required to be authorized or approved by the Members and (z) the delegation of authority to the Manager pursuant to the Management Services Agreement, the business and affairs of the Company shall be managed and all its powers shall be exercised by or under the direction of a board of directors (the “Board” and each duly appointed and continuing member thereof from time to time, a “Director”), and no single Member, solely by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or any actual or apparent authority to enter into Contracts on behalf of, or to otherwise bind, the Company. Without prejudice to such general powers, but subject to the same limitations, including the Management Services Agreement, the Board shall be empowered to conduct, manage and control the business and affairs of the Company and to make such rules and regulations therefor not inconsistent with applicable Law or this Agreement, as the Board shall deem to be in the best interest of the Company. Each Director is hereby designated as a “manager” of the Company within the meaning of Section 18-101 of the Act.

Section 2.2 Number of Directors; Director Appointment Rights.

(a) The authorized number of Directors constituting the Board shall be five (5) Directors. Any Director appointed by a Member must be (i) an employee of such Member or (ii) in the case of the Blocker Member, an employee of Brookfield Corporation or one of its Controlled Affiliates, or (iii) in the case of the GATX Member, an employee of a member of the GATX Group.

(b) Subject to Section 2.2(d), during the GATX Founder Period:

(i) The Blocker Member shall be entitled to appoint two (2) Directors.

(ii) The GATX Member shall be entitled to appoint three (3) Directors.

(i) Each Member having at least a twenty percent (20%) Consolidated Percentage Interest shall be entitled to appoint the number of Directors equal to such Member’s Consolidated Percentage Interest divided by twenty percent (20%), rounded down to the nearest whole number.

(ii) Notwithstanding anything to the contrary in this Agreement, for so long as any Call Option remains outstanding pursuant to the Call Option Agreement, the Blocker Member shall be entitled to appoint one (1) Director if the Blocker Member is not otherwise entitled to appoint a Director pursuant to Section 2.2(c)(i).

(iii) If after the application of the preceding clauses (i) and (ii) (and assuming each Member appoints the number of Directors it is entitled to appoint pursuant thereto) there are only four (4) Directors on the Board, the Member having a Consolidated Percentage Interest greater than fifty percent (50%) (the “Majority Member”) shall be entitled to appoint one (1) additional Director.

For example, if the GATX Member has a Consolidated Percentage Interest of sixty one percent (61%), and the Blocker Member has a Consolidated Percentage Interest of thirty nine (39%), then pursuant to this Section 2.2(c) the GATX Member would be entitled to appoint four (4) Directors, and the Blocker Member would be entitled to appoint one (1) Director.

(d) At the time any Member appoints a Director pursuant to this Section 2.2, such Member shall also deliver to the Company a notice in writing designating the order in which its appointees shall be automatically, without any further action of any other Person, removed if such Member is a Defaulting Member (such Person(s), each a “Removed Director” and, collectively, the “Removed Directors”).

(e) Notwithstanding anything to the contrary in this Agreement, if (i) the GATX Member is a Defaulting Member at any time during the GATX Founder Period or (ii) the Majority Member is a Defaulting Member thereafter, the other Member (the “Compliant Member”) shall be entitled to appoint three (3) Directors and such Director(s) shall be automatically, without any further action of any other Person, appointed to the Board, and the applicable Removed Director(s) of the Defaulting Member shall be automatically, without any further action of any other Person, removed from the Board. If the Defaulting Member has failed to designate its Removed Director(s) in accordance with Section 2.2(d), the Compliant Member may, in its sole discretion, designate the applicable Director(s) appointed by the Defaulting Member for removal and such Director(s) shall be automatically, without any further action of any other Person, deemed removed from the Board.

(f) Chairperson. The Member entitled to appoint the highest number of Directors to the Board at any given time shall be entitled to appoint a Director to serve as the chairperson of the Board (the “Chairperson”) at such time. The Chairperson shall be entitled to call meetings of the Board pursuant to Section 2.7 and shall preside over all meetings of the Board at which the Chairperson is present. The Chairperson shall not have any rights or powers different from any other Director except those procedural in nature. In no event shall the Chairperson, in his or her capacity as such (and without limitation of the Chairperson’s voting rights as a regular Director) have a tie-breaking vote for decisions of the Board.

(g) Designated Alternate. In the event that a Member is entitled to appoint only one (1) Director pursuant to this Section 2.2, such Member shall be entitled to identify an individual (a “Designated Alternate”) who is authorized to attend meetings of the Board (or meetings of Board committees that such Director is entitled to attend) in lieu of the Director appointed by such Member in the event that a Director is unable to attend such meeting. Such Designated Alternate must meet the Director appointment requirements set forth in Section 2.2(a). A Designated Alternate will be entitled to exercise the powers of such Director at such meetings, and will be subject to all of the responsibilities and obligations of a Director hereunder at such meeting as if such person was a Director. For the avoidance of doubt, (i) a Director and its Designated Alternate may not both function as a Director at any meeting of the Board (or committee thereof), and (ii) any references to approval or notice by a Director in this Agreement will be deemed to refer to a Director, and not its Designated Alternate, except in respect of the voting on matters presented at the meeting at which such Designated Alternate is attending. A Designated Alternate must be (x) an employee of such Member, or (y) in the case of the Blocker Member, an employee of Brookfield Corporation or one of its Controlled Affiliates, or (z) in the case of the GATX Member, an employee of a member of the GATX Group.

Section 2.3 Removal of Directors. Any one or more Directors may be removed at any time, with or without cause, by the Member that appointed such Director, and except as provided in Section 2.2(d), may not be removed by any other means. If a Director (a) is convicted by a court or equivalent tribunal of any felony (or equivalent crime in the applicable jurisdiction), or of any misdemeanor (or equivalent crime in the applicable jurisdiction) that involves financial dishonesty or moral turpitude or (b) ceases to be (i) an employee of a Member, (ii) in the case of the Blocker Member, an employee of Brookfield Corporation or one of its Controlled Affiliates, or (iii) in the case of the GATX Member, an employee of a member of the GATX Group, then the Member that appointed such Director shall, unless consented to in writing by the other Member, promptly

remove such Director. Delivery of a written notice to the Company by a Member designating for removal a Director appointed by such Member shall conclusively and with immediate effect constitute the removal of such Director, without the necessity of further action by the Company, the Board, or by the applicable removed Director. Each Director duly appointed by a Member pursuant to and in accordance with the provisions of Section 2.2 shall hold office until his or her resignation, death, permanent disability, removal pursuant to and in accordance with Section 2.2 or with this Section 2.3, or until a successor Director is duly appointed by the Member that appointed (and continues to be entitled to appoint) such Director.

Section 2.4 Vacancies. A vacancy shall be deemed to exist in case of the resignation, death, permanent disability or removal of any Director. The Member entitled to appoint a Director to the vacant directorship may appoint or elect a Director thereto to take office (a) immediately, (b) effective upon the departure of the vacating Director, in the case of a resignation, or (c) at such other later time as may be determined by such Member.

Section 2.5 Acts of the Board.

(a) Except as otherwise expressly set forth in this Agreement, a vote of a majority of the Directors present at a duly called and noticed meeting of the Board at which a quorum is present shall be required to authorize or approve any action of the Board. Each Director shall be entitled to one (1) vote; provided, that if a Director is not in attendance at a meeting of the Board, any Director appointed by the same Member who appointed such absent Director shall be entitled to cast the vote of the absent Director. Every act of or decision taken or made by the Directors pursuant to the vote required by this Section 2.5 shall be conclusively regarded as an act of the Board.

Section 2.6 Compensation of Directors. No compensation or other form of remuneration shall be paid to Directors in their capacity as such. The Member appointing a Director shall be responsible for reimbursing a Director for expenses reasonably incurred by such Director in connection with such Director’s service to the Company in his or her capacity as a Director.^^Nothing herein shall be construed to preclude any Director from serving the Company in any other capacity and receiving compensation therefor.

Section 2.7 Meetings of Directors; Notice. Except as provided pursuant to Section 2.10, meetings of the Board shall be held at least once per calendar quarter. Meetings of the Board, both regular and special, for any purpose or purposes may be called at any time by the Board or by any Director, by providing at least seven (7) calendar days’ written notice to each Director unless the Board or the Director calling such meeting, acting reasonably, determines that there is a significant and time sensitive matter that requires shorter notice to be given, in which case a meeting of the Board may be called by giving at least forty-eight (48) hours’ written notice to each Director. Each notice shall state the purpose(s) of and agenda for the meeting and include all required information, including dial-in numbers or other applicable access information, in order to participate in the meeting by telephonic means, over the internet or by means of any other customary electronic communications equipment. Unless otherwise agreed by unanimous consent of the Board, no proposal shall be put to a vote of the Board unless it has been listed on the agenda for such meeting. Notice of the time and place of meetings shall be delivered personally or by telephone to each Director, or shall be sent by email to any email address of the Director in the records of the

Company. Any notice given personally or by telephone shall be communicated to the applicable Director. A Director may waive the notice requirement set forth in this Section 2.7 by any means reasonable in the circumstances, including by communication to one or more other Directors, and the presence of a Director at a meeting or the approval by a Director of the minutes thereof shall conclusively constitute a waiver by such Director of such notice requirement.

Section 2.8 Quorum.

(a) Except as otherwise expressly set forth herein, the presence (whether physical, telephonic, over the internet or by means of other customary electronic communications equipment) at a meeting of the Board of both (i) a majority of the number of Directors then serving on the Board and (ii) at least one (1) Director appointed by each Member shall constitute a quorum of the Board for the transaction of all business thereat.

(b) If a quorum is not present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting, without notice other than announcement at the meeting, and the Board or Director that called for the meeting shall attempt to reschedule such meeting until a quorum is present.

(c) Notwithstanding Section 2.8(a), if quorum is not present at two (2) consecutive meetings of the Board which were duly called in accordance with Section 2.7 due solely to requirements of clause (ii) of Section 2.8(a), then the requirements of Section 2.8(a)(ii) shall not apply to the next subsequent meeting having the same purpose and agenda called within thirty (30) days after adjournment of the most recent meeting at which quorum was not present.

Section 2.9 Place and Method of Meetings.

(a) Meetings of the Board may be held at any place within the United States or Canada, and meetings may be held, in whole or in part, by telephonic means, over the internet or by means of any other customary electronic communications equipment. The place at which (or, if applicable, the electronic communication methods by which) a meeting will be held may be specified in the applicable notice of the meeting; provided, that in the absence of such specification, or in the event that any Director objects to the place or electronic communication methods (if any) specified in the applicable notice, then the applicable meeting shall be held solely in physical presence at the principal executive office of the Company (which shall be the headquarters of GATX Member and its Affiliates unless otherwise determined by the Board), it being understood that a Director may participate in the applicable meeting in accordance with Section 2.9(b).

(b) The Directors may participate in meetings of the Board by telephonic means, over the internet or by means of any other customary electronic communications equipment, and, to the fullest extent permitted by applicable Law, shall be deemed to be present at such meeting for all purposes, including for purposes of determining quorum and of voting.

Section 2.10 Unanimous Action by the Board Without a Meeting. Any action required or permitted to be taken at any regular or special meeting of the Board may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by all members of the Board. Any written actions of the Board may be in counterparts and transmitted by email and shall be filed with the minutes of the proceedings of the Board. Such written actions shall have the same force and effect as a vote of the Board.

Section 2.11 Committees.

(a) Subject to Section 6.1(b), the Board may create one or more committees of the Board, delegate responsibilities, duties and powers to such one or more committees, and appoint Directors to serve thereon. Each Director appointed to serve on any such committee shall serve at the pleasure of the Board, or otherwise in accordance with the terms of the resolution designating the applicable committee. Section 2.4, Section 2.7, Section 2.8, Section 2.9 and Section 2.10 shall each apply to any committee of the Board with the same terms applicable to the Board, mutatis mutandis.

(b) The Board shall cause the Company to establish and maintain an audit and risk committee to the Board (the “Audit and Risk Committee”) consisting of (i) the appropriate representatives of the Manager primarily responsible for the applicable subject areas of the Audit and Risk Committee and (ii) one (1) individual appointed by each Member. The Audit and Risk Committee shall meet quarterly, and each Director shall be entitled to attend such meetings; provided that attendance at such meetings by all or a requisite number of Directors constituting a quorum thereof shall not, in and of itself, constitute a waiver of the notice and agenda requirements for Board meetings set forth in Section 2.7 or otherwise cause such Audit and Risk Committee meetings to be deemed meetings or actions of the Board. The Audit and Risk Committee shall have the responsibilities described in its charter attached hereto as Annex A, as the same may be updated from time to time by mutual consent of the Members, and all determinations and recommendations made by the Audit and Risk Committee shall be subject to final approval by the Board.

Section 2.12 Officers.

(a) Appointment; Tenure; Removal. The Board may, from time to time, designate officers of the Company (each, an “Officer” and collectively, the “Officers”) to carry out the day-to-day business and affairs of the Company. The Officers shall be comprised of one or more individuals designated from time to time by the Board, and each Officer shall hold his or her office for such term as shall be determined from time to time by the Board. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers payable by the Company or its Subsidiaries shall be fixed from time to time by the Board.

(b) Power; Authority; Duties. The Officers may consist of a president and a secretary. The Board may also designate one or more vice presidents and other such Officers as the Board may deem necessary or appropriate. Any Officer may be removed as such at any time by the Board, either with or without cause, in its discretion. The Officers shall have such powers, authority and duties as specified from time to time by the Board and, unless otherwise specified by the Board, shall have the authority and responsibilities generally held by officers of a Delaware corporation holding the same titles; provided, that appointment of Officers shall not limit the authority of the Manager pursuant to the Management Services Agreement, and the Officers shall have no authority with respect to matters delegated exclusively to the Manager pursuant to the

Management Services Agreement. The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the officers of a corporation to such corporation and its stockholders under the laws of the State of Delaware; provided, however, that, for the avoidance of doubt, causing the Company to effectuate any transaction and taking actions incidental and related thereto that are approved by the Board in accordance with this Agreement or otherwise directed by the Board shall not constitute a breach of any such duty by an Officer, provided that the actions of such Officer in effectuating such transaction, including any actions incidental and related thereto taken in such Officer’s discretion, (i) were reasonably believed by such Officer to be within the scope of authority granted by the Board and (ii) did not constitute bad faith, fraud, willful misconduct or, in the case of a criminal matter, unlawful conduct to the knowledge of such Officer.

Section 2.13 Insurance. Each Member or an Affiliate thereof shall purchase and maintain insurance, to the extent and in such amounts as such Member shall determine, on behalf of the Directors appointed by and the Officers affiliated with such Member, against any liability that may be asserted against or expenses that may be incurred by any such Director or Officer in connection with the Company’s activities, regardless of whether the Company would have the power to indemnify such Director or Officer against such liability under the provisions of this Agreement.

Section 2.14 Certain Operational Matters. Operational matters shall not require approval by the Board or the Members to the extent that such matters have been delegated to the Manager pursuant to the Management Services Agreement. Without limiting the generality of the foregoing, in addition to the Officers, the Manager is hereby authorized to execute contracts on behalf of the Company and its Subsidiaries to the extent within the scope of authority delegated to the Manager pursuant to the Management Services Agreement; provided, however, all Members, acting jointly, shall have the authority to enter into Contracts on behalf of, or to otherwise bind, the Company.

Section 2.15 Effect of GATX Founder Period. For the avoidance of doubt and notwithstanding anything to the contrary contained herein or in the Blocker Member LLC Agreement:

(a) for the duration of the GATX Founder Period, unless GATX Member becomes a Defaulting Member prior to the expiration of the GATX Founder Period, the rights granted to GATX Member hereunder in connection with the GATX Founder Period shall remain in effect, whether or not GATX Member and its Affiliates exercise any Call Option pursuant to the Call Option Agreement; and

(b) from and after the GATX Founder Period, unless the Majority Member is a Defaulting Member, the Majority Member shall have the right to appoint a majority of the Directors.

ARTICLE III

DEFAULT; DISSOLUTION

Section 3.1 Events of Default.

(a) Each of the following acts or conditions shall constitute an event of default (each, an “Event of Default”) by or with respect to a Member (such Member, the “Defaulting Member”) under this Agreement:

(i) For either Member, if:

(1) such Member is in Material Breach of this Agreement, and the Member that is not the Defaulting Member has delivered written notice setting forth the circumstances of such Material Breach in reasonable detail and, if capable of being cured, such Material Breach has not been cured within thirty (30) days after delivery of such notice; or

(2) there has been a Transfer by such Member of Company Securities, or a Transfer by any Indirect Holder that is an Affiliate of such Member, in violation of Article V;

provided, that, notwithstanding the foregoing, in no event shall the Blocker Member be deemed a Defaulting Member under this Agreement if the action or inaction of the GATX Member or its applicable Affiliate directly or indirectly resulted in (x) the Blocker Member otherwise being in Material Breach of this Agreement pursuant to Section 3.1(a)(i)(1) or (y) a purported Transfer being made by the Blocker Member of Company Securities or by an Indirect Holder of Equity Interests of the Blocker Member in violation of Article V as set forth in Section 3.1(a)(i)(2).

(ii) For the GATX Member, if:

(1) there is the filing of a petition seeking relief, or the consent to the entry of a decree or Order for relief in an involuntary case, under the bankruptcy, rearrangement, reorganization or other debtor relief Laws of the United States or any state or any other competent jurisdiction or a general assignment for the benefit of its creditors by GATX Member or by any of its Controlling Affiliates;

(2) GATX Member or its applicable Affiliate is in Material Breach of the Management Services Agreement, Material Breach of the Call Option Agreement or Material Breach of the Blocker Member LLC Agreement and, in any such case, Blocker Member has delivered written notice setting forth the circumstances of such Material Breach in reasonable detail and, if capable of being cured, such Material Breach has not been cured within thirty (30) days after delivery of such notice; or

(3) any failure of the GATX Member or its applicable Affiliate to make any payment as and when due pursuant to any guaranty by the GATX Member or such Affiliate of any Indebtedness of the Company or its Subsidiaries.

(iii) For the Blocker Member, if:

(1) there is the filing of a petition seeking relief, or the consent to the entry of a decree or Order for relief in an involuntary case, under the bankruptcy, rearrangement, reorganization or other debtor relief Laws of the United States or any state or any other competent jurisdiction or a general assignment for the benefit of its creditors by Brookfield Blocker Owner or by any of its Controlling Affiliates; or

(2) Brookfield Blocker Owner or its applicable Affiliate is in Material Breach of the Blocker Member LLC Agreement or in Material Breach of the Call Option Agreement, and, in any such case, GATX Member has delivered written notice setting forth the circumstances of such Material Breach in reasonable detail and, if capable being cured, such Material Breach has not been cured within thirty (30) days after delivery of such notice.

(b) Without limitation of any other remedies, an Event of Default (i) by or with respect to GATX Member shall have the consequences set forth in Sections 2.2(e), 4.2(a), 5.3(c) and the definition of Lock-Up Period, and (ii) by or with respect to Blocker Member shall have the consequences set forth in Section 2.2(e)(ii), if applicable, the definition of Lock-Up Period and Section 2.9 of the Call Option Agreement.

Section 3.2 Dissolution.

(a) Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the Company shall dissolve, and its affairs shall be wound up, upon either (i) the approval by the Board and the written consent of the requisite Members pursuant to Article VI hereof or (ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act (each, an “Event of Dissolution”).

(b) Upon the occurrence of an Event of Dissolution, the Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets and satisfying the claims of its creditors and the Members. No Member, acting in its capacity as such, will take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and affairs. All covenants contained and obligations provided for in this Agreement will continue to be fully binding upon the Members until such time as the property of the Company has been distributed pursuant to Section 3.3 and the certificate of formation of the Company has been canceled pursuant to the Act.

(c) After the occurrence of an Event of Dissolution, and after all of the Company’s debts, liabilities and obligations have been paid and discharged or adequate reserves have been made therefor and all of the remaining assets of the Company have been distributed to the Members, the Company shall make the necessary resolutions and filings to dissolve the Company under the Act.

Section 3.3 Liquidation Proceeds. The proceeds from the liquidation, to the extent sufficient therefor, shall be applied and distributed in the following order:

(a) First, to the payment and discharge of all of the Company’s debts and liabilities to creditors other than the Members;

(b) Second, to the payment and discharge of all of the Company’s debts and liabilities to the Members (including any Member Loans); and

(c) After giving effect to the foregoing clauses (a) and (b), all remaining cash and property shall be distributed to the Members in accordance with Section 4.4.

ARTICLE IV

CAPITAL CONTRIBUTIONS; ADDITIONAL FUNDING; CAPITAL ACCOUNTS;

DISTRIBUTIONS; ALLOCATIONS

Section 4.1 Capital Contributions. Each Member has made, or is deemed to have made, capital contributions in the amounts and on the dates set forth opposite such Member’s name on Schedule 1 (the “Initial Capital Contributions”). Other than the Initial Capital Contributions, no Member shall be otherwise obligated to make any capital contributions to the Company.

Section 4.2 Additional Funding.

(a) Notwithstanding the foregoing, if the Board, with written consent of all of the Members that are not Defaulting Members at such time, determines that it is in the best interests of the Company to obtain additional funding, the Board may direct the Company to provide written notice to the Members to provide funding in the form of a Member Loan, as further provided for in this Section 4.2 (such notice, a “Funding Request Notice”). Any such determination by the Board to submit a Funding Request Notice shall be referred to herein as an “Additional Funding Request.”

(b) Any Funding Request Notice shall set forth (i) the anticipated amount of, and the reason for, such Additional Funding Request (such amount, the “Requested Funding Amount”) and (ii) if a Member elects to provide a Member Loan, then the date on which such Member shall be obligated to fund such Member Loan (the “Requested Funding Date”), which Requested Funding Date shall not be earlier than thirty (30) days following the date on which such Funding Request Notice is delivered to the Members.

(c) Subject to the express provisions of this Article IV, each Member may elect to provide a loan to the Company (each such loan, a “Member Loan” and, collectively, the “Member Loans”) for up to the full amount of the Requested Funding Amount. Member Loans shall (x) be on commercially reasonable terms as determined in good faith by the Members that are not Defaulting Members as of the time of and as set forth in the Funding Request Notice, and (y) be evidenced by documentation reasonably acceptable to the Board; provided, that (i) if the Members making such determination cannot agree on the terms of any Member Loan prior to the Company’s issuance of the Funding Request Notice, such Member Loan will have a term of five (5) years, be prepayable in whole or in part by the Company Group at any time without penalty, and shall bear interest at the then-current interest rate payable on a five (5) year treasury note as published by the Federal Reserve Board plus three percent (3%), and (ii) the terms and conditions for each Member Loan made in respect of any Additional Funding Request shall be the same for each Electing Member. A Member Loan shall not be deemed a Capital Contribution nor result in any change to the Percentage Interests of the Members.

(d) Each Member that elects to provide a Member Loan pursuant to Section 4.2(c) (any such Member, an “Electing Member”) shall provide written notice (an “Election Notice”) to the Company of its election to provide a Member Loan by no later than the date that is five (5) days after its receipt of a Funding Request Notice. The Election Notice shall set forth the amount of funding such Member has elected to provide by Member Loan (such amount, an “Election Amount”).

(e) With respect to an Additional Funding Request, and after giving effect to the elections by the Electing Members pursuant to Section 4.2(d), the amount of the Member Loan to be provided by an Electing Member pursuant to this Section 4.2 shall be (such amount, “Required Funding Amount”):

(i) such Electing Member’s Election Amount if the Election Amounts of all Electing Members, in the aggregate, are equal to the Requested Funding Amount;

(ii) determined as follows to the extent the Election Amounts of all Electing Members, in the aggregate, are greater than the applicable Requested Funding Amount:

(1) if the Election Amount for each Electing Member is equal to or greater than such Electing Member’s applicable Pro Rata Funding Amount, then such Electing Member’s Pro Rata Funding Amount; or

(2) if the Election Amount for any Electing Member is less than an amount equal to such Electing Member’s Pro Rata Funding Amount (any such Electing Member, the “Underfunding Member”), then (A) in the case of the Underfunding Member, such Underfunding Member’s Election Amount and (B) in the case of the other Electing Member, an amount equal to (x) the Requested Funding Amount minus (y) the Election Amount of the Underfunding Member.

(f) The Company shall, by the date that is no later than ten (10) days after the Company’s delivery of the Funding Request Notice, provide written notice to each Electing Member (i) setting forth the Required Funding Amount of such Electing Member or (ii) that the Election Amounts of all Electing Members, in the aggregate, are less than the Requested Funding Amount (a “Shortfall”, and any notice delivered pursuant to this Section 4.2(f), a “Shortfall Notice”).

(g) Notwithstanding anything herein to the contrary, in the case of a Shortfall, the Electing Members shall, by the date that is five (5) days after receipt of a Shortfall Notice, notify the Company in writing of such Electing Member’s (i) election to (1) provide a Member Loan in an amount equal to its Election Amount plus any portion of the Shortfall or (2) not provide a Member Loan and (ii) authorization for the Company to seek additional equity funds on commercially reasonable terms from a Third Party for any remainder of the Shortfall. Failure by an Electing Member to deliver a notice pursuant to this Section 4.2(g) shall be, without any further action of any other Party, (x) deemed an election by such Electing Member not to provide a Member Loan and (y) a failure by such Electing Member to provide authorization for the Company to seek additional equity funds.

(h) The Company shall, by no later than the date that is ten (10) days after its delivery of a Shortfall Notice, provide written notice to the Electing Members (i) (1) that all Electing Member’s elected to provide their Election Amounts pursuant to Section 4.2(g), and that the Required Funding Amount for such Electing Member shall be the amount contemplated by such Electing Member’s notice delivered pursuant to Section 4.2(g) or (2) that less than all of the Electing Members elected to provide a Member Loan or that the aggregate amount of Member Loans still remains less than the Requested Funding Amount, and that such Electing Member shall not be required to provide a Member Loan in connection with the Additional Funding Request and (ii) that all, or less than all, of the Electing Members authorized the Company to seek additional equity funds. If all Electing Members authorized the Company to seek additional equity funds, the Company may launch a process seeking such additional equity funds at the direction of the Board.

(i) If an Electing Member is obligated to provide a Member Loan pursuant to this Section 4.2, then (i) such Electing Member shall provide a Member Loan for an amount equal to such Electing Member’s Required Funding Amount and (ii) the Company and such Electing Member shall execute the applicable documentation with respect to such Member Loan.

Section 4.3 Capital Account Maintenance. A separate Capital Account shall be established and maintained for each Member reflecting such Member’s Capital Contributions and adjusted for distributions and for allocations of Profits, Losses, and items of income, gain, loss, expenditure and deduction of the Company under this Agreement in accordance with Section 704(b) of the Code, the Treasury Regulations promulgated thereunder and the following provisions:

(a) To such Member’s Capital Account there will be credited the amount of such Member’s Capital Contributions, such Member’s distributive share of Profits and other items of income or gain specially allocated hereunder, and the amount of any Company liabilities that are assumed by such Member or that are secured by any Company assets distributed to such Member.

(b) To such Member’s Capital Account there will be debited the amount of cash and the Tax Book Value of any other property of the Company distributed to such Member pursuant to any provision of this Agreement, such Member’s distributive share of Losses and other items of loss, expenditure and deduction specially allocated hereunder, and the amount of any liabilities of such Member that are assumed by the Company or that are secured by any property contributed by such Member to the Company.

(c) In determining the amount of any liability for purposes of this Section 4.3, there will be taken into account Section 752(c) of the Code and any other applicable provisions of the Code and the Treasury Regulations.

(d) The Board shall also make (i) any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Members and the amount of Company capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) any appropriate modifications in the event that unanticipated events might otherwise cause this Agreement not to comply with Treasury Regulations Sections 1.704-1(b) and 1.704-2; provided, that such adjustments or modifications shall be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company.

(e) In the event that Membership Interests are transferred, the transferee will succeed to the Capital Account of the transferor to the extent such Capital Account relates to the Membership Interests so transferred.

(f) No Member shall make any withdrawals from his, her or its Capital Account without the prior written consent of the Board. Except as otherwise provided in this Agreement, no Member shall be obligated to restore a deficit in the Member’s Capital Account solely by reason of such negative Capital Account balance.

Section 4.4 Distributions Generally; Asset Dispositions; Call Option Exercise Distributions; Support Payments.

(a) Quarterly Distributions. Subject to the Act, no later than sixty (60) days after the end of each fiscal quarter, the Company shall make distributions to the Members of all of the Available Cash in accordance with the following provisions of this Section 4.4(a); provided, however, prior to any amount being distributed pursuant to Sections 4.4(a)(i) and (ii) to the Members, Available Cash shall first be applied to the payment of accrued but unpaid interest on each Member Loan in accordance with Member Loan Priority and then to the payment of the outstanding principal of each Member Loan in accordance with Member Loan Priority, until all Member Loans are paid in full. After application of the foregoing proviso, distributions pursuant to this Section 4.4(a) shall be made to the Members as follows:

(i) First, if at the time of such distribution there is any Undistributed 90% Cash Amount, 90% of such Available Cash to the Blocker Member, and 10% of such Available Cash to the GATX Member, until such Undistributed 90% Cash Amount has been paid in full; and

(ii) If any Available Cash remains after the application of clause (i), then second, thereafter to the Members in the same proportions as their respective Percentage Interests.

(b) Payments and Distributions upon AssetDispositions. Subject to the Act, no later than sixty (60) days following any Asset Disposition:

(i) the Company shall make payments and distributions of the Asset Disposition Net Proceeds resulting therefrom in accordance with the following provisions of this Section 4.4(b):

(1) First, such Asset Disposition Net Proceeds shall be used to pay (or held to repay (any amounts so held, “Indebtedness Payment Reserves”)) Indebtedness of the Company Group, in an amount equal to the lesser of (A) the aggregate amount of the Asset Disposition Net Proceeds resulting from such Asset Disposition and (B) the product of (I) the Leverage Ratio as of immediately prior to such Asset Disposition multiplied by (II) the NBV of the assets sold in such Asset Disposition; provided, that if at any time the terms of any Indebtedness of the Company Group require in connection with such Asset Disposition that a greater amount be paid or held to repay Indebtedness of the Company Group, then the foregoing amounts shall be deemed to be such greater amounts as determined pursuant to the terms of the Indebtedness of the Company Group; and

(2) To the extent not prohibited by the terms of the Contracts governing any Indebtedness of the Company Group (it being agreed that such distribution shall be made once any such prohibition no longer applies), if any Asset Disposition Net Proceeds remain after the application of clause (i), then second, thereafter to the Members in the same proportions as their respective Percentage Interests; provided, that Asset Disposition Net Proceeds distributed to Blocker Member shall be subject to Section 5.1(b)(i) of the Blocker Member LLC Agreement.

(ii) the Company shall make payments and distributions of all of the Cash on Hand (determined as of the date of the relevant Asset Disposition after giving effect to such Asset Disposition and the payments and distributions contemplated by Section 4.4(b)(i)) in accordance with the following provisions of this Section 4.4(b)(ii):

(1) First, such Cash on Hand shall be applied to the payment of accrued but unpaid interest on each Member Loan in accordance with Member Loan Priority and then to the payment of the outstanding principal of each Member Loan in accordance with Member Loan Priority, until all Member Loans are paid in full; and

(2) If any Cash on Hand remains after the application of clause (1), and at the time of such distribution there is any Undistributed 90% Cash Amount, then second, 90% of such Cash on Hand to the Blocker Member, and 10% of such Cash on Hand to the GATX Member, until such Undistributed 90% Cash Amount has been paid in full; and

(3) If any Cash on Hand remains after the application of clause (2), then third, thereafter to the Members in the same proportions as their respective Percentage Interests.

(c) Distributions Prior to Call Option Closings. Subject to the Act, no later than sixty (60) days following any Call Option Closing, the Company shall make distributions to the Members of all of the Cash on Hand (determined as of immediately prior to the Call Option Closing) in accordance with the following provisions of this Section 4.4(c); provided, however, prior to any amount being distributed pursuant to Section 4.4(c)(i) and (ii) to the Members, Cash on Hand shall first be applied to the payment of accrued but unpaid interest on each Member Loan in accordance with Member Loan Priority and then to the payment of the outstanding principal of each Member Loan in accordance with Member Loan Priority, until all Member Loans are paid in full. After application of the foregoing proviso, distributions pursuant to this Section 4.4(c) shall be made to the Members as follows:

(i) First, if at the time of such distribution there is any Undistributed 90% Cash Amount, 90% of such Cash on Hand to the Blocker Member, and 10% of such Cash on Hand to the GATX Member, until such Undistributed 90% Cash Amount has been paid in full; and

(ii) If any Cash on Hand remains after the application of clause (i), then second, thereafter to the Members in the same proportions as their respective Percentage Interests.

(d) Except as otherwise provided herein, all distributions shall be paid to the Members only in cash.

(e) Notwithstanding anything to the contrary in this Agreement, beginning on any date (such date, a “90% Commencement Date”) upon which the GATX Member either (i) does not exercise a Call Option prior to the expiration of the Exercise Period (as defined in the Call Option Agreement) applicable to such Call Option, or (ii) exercises a Call Option, but does not close such Call Option by the Call Option Closing Date applicable thereto, and ending on the date that is the one (1) year anniversary of such 90% Commencement Date (the period beginning on the 90% Commencement Date and ending upon such one (1) year anniversary, the “90% Distribution Period”), on the terms and subject to the other conditions of this Section 4.4 and the Act, the Blocker Member shall be entitled to receive 90% of the 90% Distribution Period Cash Flow Amount for such 90% Distribution Period, and the GATX Member shall be entitled to receive 10% of the 90% Distribution Period Cash Flow Amount; provided, for the avoidance of doubt, that during any 90% Distribution Period, Asset Disposition Net Proceeds shall be distributed pursuant to Section 4.4(b) without any effect or modification resulting from application of this Section 4.4(e). Each time the GATX Member (i) does not timely exercise a Call Option, or (ii) exercises a Call Option, but does not close such Call Option by the Call Option Closing Date, then a subsequent 90% Distribution Period shall take effect on the terms set forth in this Section 4.4(e). For the avoidance of doubt, the exercise of a Make-Up Call Option shall not be deemed to be the exercise of a Call Option under this Section 4.4(e). Notwithstanding anything to the contrary in this Section 4.4(e), a 90% Distribution Period shall not commence in the event a Call Option Closing does not occur due to the failure to obtain a Call Option Regulatory Approval and the GATX Member has complied in all material respects with Sections 2.2(d) and (e) of the Call Option Agreement.

(f) For administrative convenience and liquidity management, the Board may in its sole discretion cause the Company to consolidate more than one distribution and/or payment required to be made to a Member pursuant to Sections 4.4(a) through 4.4(c) into a single distribution or payment to such Member, in each case so long as each such distribution or payment is made within the timeframes contemplated thereby. If the Board so elects to consolidate multiple distributions and/or payments, then it shall cause the Company to deliver to each Member a statement setting forth the amount of such distribution or payment allocable to each subsection of Sections 4.4(a) through 4.4(c) and such distributions and payments shall be deemed to have been paid and received by the applicable Member in the order in which the end of the fiscal quarter, Asset Disposition or Call Option exercise, as applicable, triggering such distributions or payments occurred. For further clarity, the effect of such payments and distributions, and the allocation of such payments and distributions among the members of the Blocker Member, shall be determined in accordance with Section 5.1(f) of the Blocker Member LLC Agreement.

(g) Notwithstanding the terms of this Section 4.4 and any other provision of this Agreement, the Company shall not make any distribution to any Member on account of its Membership Interests to the extent such distribution would violate the Act, other applicable Law.

Section 4.5 Distributions upon the Occurrence of an Event of Dissolution. Upon the occurrence of an Event of Dissolution, the Board will proceed, subject to the provisions herein, to wind up the affairs of the Company, liquidate and distribute the remaining assets of the Company (provided, however, that all distributions shall be paid to the Members only in cash) and apply the proceeds of such liquidation in the order of priority in accordance with Section 3.3.

Section 4.6 Distributions in Kind. Upon the approval, in accordance with Article VI, of a plan to distribute the assets and liabilities of the Company to the Members, such assets and liabilities of the Company shall be distributed in-kind to the Members entitled thereto in the same proportions as such Members would have been entitled to receive cash distributions from the Company pursuant to Section 4.4.

Section 4.7 Withdrawal of Capital; Interest. Except as expressly provided in this Agreement, (a) no Member may withdraw capital or receive any distributions from the Company and (b) no interest shall be paid by the Company on any Capital Contribution or distribution.

Section 4.8 Allocations.

(a) Allocations of Profits and Losses. Except as otherwise provided in this Agreement, Profits, Losses and to the extent necessary, individual items of income, gain or loss or deduction of the Company shall be allocated in a manner such that the adjusted Capital Account of each Member immediately after making such allocation is, as nearly as possible, equal (proportionately) to the distributions that would be made pursuant to Section 3.3 if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Tax Book Value, all liabilities of the Company were satisfied (limited with respect to each nonrecourse liability to the Tax Book Value of the assets securing such liability) and the net assets of the Company were distributed in accordance with Section 3.3 to the Members immediately after making such allocation. Notwithstanding the foregoing, the Board may make such allocations as it deems reasonably necessary to give economic effect to the provisions of this Agreement, taking into account such facts and circumstances it deems reasonably necessary for this purpose.

(b) Regulatory Allocations. The following special allocations shall be made for each Fiscal Year in the following order:

(i) Nonrecourse Deductions. Notwithstanding any other provision of this Agreement to the contrary, Nonrecourse Deductions will be allocated to the Members in proportion to their respective Percentage Interests. Solely for purposes of determining a Member’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Treasury Regulations Section 1.752-3(a)(3), the Members’ interests in Profits shall be in proportion to their respective Percentage Interests.

(ii) Company Minimum Gain. Notwithstanding any other provision of this Agreement to the contrary, except as provided in Treasury Regulations Section 1.704-2(f), in the event that there is a net decrease in Company Minimum Gain during a Fiscal Year, each Member will be allocated items of income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury

Regulations Section 1.704-2(f). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 4.8(b)(ii) is intended to comply with the minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(f) and will be interpreted and applied in a manner consistent therewith.

(iii) Member Nonrecourse Deductions. Notwithstanding any other provision of this Agreement to the contrary, any Member Nonrecourse Deductions will be allocated to the Member who (in his, her or its capacity, directly or indirectly, as lender, guarantor, or otherwise) bears the economic risk of loss with respect to the loan to which such partner nonrecourse deductions are attributable in accordance with Treasury Regulations Section 1.704-2(i).

(iv) Member Minimum Gain Chargeback. Notwithstanding any other provision of this Agreement, except as provided in Treasury Regulations Section 1.704-2(i)(4), if during a Fiscal Year there is a net decrease in Member Minimum Gain attributable to Member Nonrecourse Debt, each Member who has a share of the Member Minimum Gain attributable to such Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(5), shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt, determined in accordance with Treasury Regulations Section 1.704-2(i)(4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Member pursuant thereto. The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 4.8(b)(iv) is intended to comply with the partner nonrecourse debt minimum gain chargeback requirement of Treasury Regulations Section 1.704-2(i)(4) and will be interpreted and applied in a manner consistent therewith.

(v) Qualified Income Offset. In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Capital Account Deficit of the Member as quickly as possible; provided, that an allocation pursuant to this Section 4.8(b)(v) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit after all other special allocations provided for in this Section 4.8(b) have been tentatively made as if this Section 4.8(b)(v) were not in this Agreement.

(vi) Gross Income Allocation. In the event any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year, each Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible to eliminate such Adjusted Capital Account Deficit; provided that an allocation pursuant to this Section 4.8(b)(vi) shall be made only if and to the extent that any such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Section 4.8 have been tentatively made as if this Section 4.8(b)(vi) and Section 4.8(b)(v) were not in this Agreement.

(vii) Section 734(b) or 743(b) Adjustments. To the extent an adjustment to the adjusted federal income Tax basis of any Company property pursuant to Section 734(b) or Section 743(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

(viii) Items of income, gain, loss, expense or credit resulting from a Covered Audit Adjustment shall be allocated to the Members in accordance with the applicable provisions of the Partnership Audit Rules.

(c) Curative Allocations. The allocations set forth in Section 4.8(b) and Section 4.8(d) (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations. It is the intent of the Members that, to the extent possible, all Regulatory Allocations shall be offset either with other Regulatory Allocations or with special allocations of other items of Company income, gain, loss, expenditure, or deduction pursuant to this Section 4.8(c). Accordingly, and notwithstanding any other provisions of this Section 4.8 (other than the Regulatory Allocations), the Board shall make such offsetting special allocations of Company income, gain, loss, expenditure, or deduction among the Members (in the same year, and, to the extent necessary, subsequent years) in a manner consistent with Treasury Regulations Sections 1.704-1(b) and 1.704-2 and otherwise as the Board deems reasonably appropriate so that, following such offsetting allocations, each Member’s Capital Account balance is, to the extent possible, equal to the Capital Account balance such Member would have had if the Regulatory Allocations were not part of the Agreement and all Company items were allocated pursuant to this Section 4.8.

(d) Limitation on Loss Allocations. Losses allocated to any Member pursuant to Section 4.8 hereof shall not exceed the maximum amount of Losses that can be so allocated without causing or increasing an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event that some but not all of the Members would have an Adjusted Capital Account Deficit as a consequence of an allocation of Losses pursuant to Section 4.8(a) hereof, then the limitation set forth in this Section 4.8(d) shall be applied on a Member by Member basis and Losses not allocable to any Member as a result of such limitation shall be allocated to the other Members in proportion to their respective positive Capital Account balances so as to allocate the maximum permissible Losses to each Member under Treasury Regulations Section 1.704-1(b)(2)(ii)(d).

(e) Special Allocation of Gain or Loss on Contributed Property. Except as otherwise provided in this Section 4.8(e), for U.S. federal, state and local income Tax purposes each item of income, gain, loss and deduction of the Company shall be allocated to the Members in the same manner as such items are allocated for book purposes pursuant to this Agreement. In the event Section 704(c) of the Code or the principles of Section 704(c) of the Code applicable under Treasury Regulations Section 1.704-1(b)(2)(iv) require allocations of income, gain, deduction or loss in a manner different than that set forth above, the provisions of Section 704(c) of the Code and the Treasury Regulations thereunder shall control such allocations among the Members. Any item of Company income, gain, loss and deduction with respect to any property (other than cash) that has been contributed or is deemed to have been contributed by a Member to the capital of the Company and which is required or permitted to be allocated to such Member for income Tax purposes under Section 704(c) of the Code so as to take into account the variation between the U.S. federal income Tax basis of such property and its Tax Book Value at the time of its contribution shall be allocated solely for income Tax purposes in the manner so required or permitted under Section 704(c) of the Code using an appropriate method or methods allowable under the applicable regulations as determined by the Blocker Member and the GATX Member. In the event the Tax Book Value of any Company asset is adjusted in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(f), subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for U.S. federal income Tax purposes and its Tax Book Value in a manner consistent with this Section 4.8(e). Except as otherwise provided herein, any elections or other decisions relating to such allocations shall be made by the Board in any manner that reasonably reflects the purpose and intention of this Agreement. Allocations pursuant to this Section 4.8(e) are solely for U.S. federal, state, and local income Taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items, or distributions pursuant to any provision of this Agreement.

(f) Transfer of Membership Interests in Profits and Capital. Upon the Transfer of a Membership Interest in accordance with Article V, Profits, Losses and any other allocable items attributable to such Membership Interest shall, for U.S. federal income Tax purposes, be allocated between the transferor and the transferee of such Membership Interest based on the number of months (or portion thereof) that each such Person was the owner of the Membership Interest, in a manner determined by the Board to be consistent with the requirements of Section 706 of the Code and Treasury Regulations or rulings promulgated thereunder. A transferee of a Membership Interest in the Company shall succeed to the Capital Account of the transferor Member to the extent they relate to such Membership Interest.

(g) Deemed Income or Gain. If, and to the extent that, any Member is deemed to recognize income or gain as a result of any transaction between the Member and the Company pursuant to Sections 482, 483, 1272-1274, or 7872 of the Code, or any similar provision now or hereafter in effect, any corresponding resulting loss or deduction of the Company shall be allocated to the Member who was allocated such income or gain.

(h) Recapture Items. Any portion of any income or gain attributable to the sale or other disposition of any depreciable Company property required to be recaptured as ordinary income shall, to the maximum extent possible in accordance with Section 704 of the Code and the Treasury Regulations thereunder, be allocated among the Members for Tax purposes in the same ratio as the deductions giving rise to such recapture were allocated. Any recapture of Tax credit shall be allocated among the Members in accordance with Treasury Regulations Section 1.704-1(b)(4)(ii).

(i) Other Allocation Rules.

(i) The Members are aware of the income Tax consequences of the allocations made by this Agreement and hereby agree to be bound by the provisions of this Agreement in reporting their shares of Profits and Losses for income Tax purposes, unless otherwise required by applicable Law.

(ii) To the extent permitted by Treasury Regulations Section 1.704-2(h)(3), the Members shall endeavor to treat distributions made in accordance with Section 4.4 as having been made from the proceeds of a Nonrecourse Liability or a Member Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Member as of the end of the Fiscal Year in which such distribution occurs.

(iii) Subject to Section 6.1 and Section 6.2, all matters concerning the computation of Capital Accounts, the allocation of items of Company income, gain, loss, deduction and expense for all purposes of this Agreement shall be determined by the Board.

ARTICLE V

TRANSFERS OF MEMBERSHIP INTERESTS

Section 5.1 General Provisions.

(a) No Member shall Transfer any of its Company Securities except pursuant to and in accordance with this Article V. Any purported (i) Transfer by any Member of its Company Securities in violation of this Section 5.1(a) or (ii) Transfer of Equity Interests of a Member without compliance in all respects with the provisions of this Article V pertaining to such purported Transfer, shall be invalid and void ab initio.

(b) Each Member shall ensure that each of its Indirect Holders does not Transfer Equity Interests of such Member, or Equity Interests of any Person directly or indirectly holding Equity Interests of such Member (the Indirect Holder transferring such Equity Interest (the “Transferor”)), unless one of the following requirements is satisfied in connection with such Transfer or Transferor:

(i) such Transferor may Transfer Blocker Units only (A) in connection with a Tag-Along Sale or a Drag-Along Sale, or (B) pursuant to Section 5.3, or (C) as otherwise permitted by, and in compliance with, Article VI of the Blocker Member LLC Agreement and, as applicable, the Call Option Agreement;

(ii) if such Transferor is a Person that is a member of the Brookfield Group or a Third Party who acquired Equity Interests of such Member pursuant to a prior Transfer made in accordance with the terms of this Section 5.1, such Transfer must either (A) be to a Brookfield Permitted Transferee or otherwise permitted by Section 5.2(a), or (B) after giving effect to such Transfer, result in the Brookfield Group continuing to own, directly or indirectly, at least seventy percent (70)% of Brookfield Blocker Owner; or

(iii) if such Transferor is a Person that is a member of the GATX Group, such Transfer must either (A) be to a GATX Permitted Transferee in compliance with Section 5.2(a) or otherwise permitted by Section 5.2(a) or (B) after giving effect to such Transfer, result in the GATX Group continuing to own, directly or indirectly, at least seventy percent (70%) of the GATX Member;

provided, that Transfers made during the Lock-Up Period shall also be subject to Section 5.1(c).

(c) Except as permitted by Section 5.2, during the Lock-Up Period, no member of the Brookfield Group nor the GATX Group may Transfer any of their respective Securities, nor may any Indirect Holder of Equity Interests in the GATX Member or the Blocker Member Transfer such Equity Interests or Equity Interests of any Person directly or indirectly holding Equity Interests of the GATX Member or Blocker Member, in any case, (i) without the unanimous written consent of all of the Members or (ii) other than any such Transfer made to a Permitted Transferee of any such Person.

(d) Notwithstanding anything to the contrary contained herein, in connection with any Transfer of Company Securities in accordance with this Article V, the transferring Member shall Transfer all, but not less than all, of its Company Securities in connection therewith.

(e) Notwithstanding any other provision of this Agreement (including Section 5.2), each Member agrees that, unless such conditions are waived by the GATX Member and the Blocker Member, such Member will not Transfer any of its Company Securities, and will ensure that its Indirect Holders do not Transfer Equity Interests of such Member or Equity Interests of any Person directly or indirectly holding Equity Interests of such Member, if such Transfer would result in the Company being unable to qualify for one or more of the safe harbors set forth in Treasury Regulations Section 1.7704-1 (or any such administrative guidance subsequently published by the IRS setting forth safe harbors under which such Company Securities will not be treated as “readily tradable on a secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code), or could otherwise cause the Company to be treated as a “publicly traded partnership” for U.S. federal income Tax purposes.

(f) Notwithstanding any other provision of this Agreement (including any provisions of this Article V), in connection with any Transfer of Blocker Units, GATX Member (and its Affiliates) shall bear and shall indemnify and otherwise hold harmless any transferee in such Transfer from any liabilities attributable to any Taxes imposed on Blocker Member under Treasury Regulations Section 1.1502-6 (or any similar state, local or non-U.S. Tax laws) to the extent that the Blocker Member has been a member of the affiliated group of corporations, within the meaning of Section 1504(a) of the Code (or any similar state, local or non-U.S. Tax laws), of which GATX Corporation is the common parent.

Section 5.2 Transfers to Permitted Transferees; Liens by Members.

(a) GATX Member may Transfer all (but not less than all) of the Company Securities held by it to any one of the GATX Member’s Permitted Transferees; provided that, in connection with any such Transfer:

(i) such Permitted Transferee shall, in writing, assume all of the rights and obligations of the transferring Member as a Member under this Agreement and as a Party hereto with respect to the Company Securities; and

(ii) such Permitted Transferee shall obtain all requisite authorizations, approvals and consents of any Governmental Body in respect of such Transfer (and no such requisite authorization, approval or consent shall have been rescinded).

Effective provisions shall be made whereby such Permitted Transferee shall be required, prior to the time when it shall cease to be a GATX Permitted Transferee, as the case may be, to Transfer such Company Securities back to the transferring Member or to another Person who would be a GATX Permitted Transferee, as the case may be, as of such applicable time; provided, further, that, notwithstanding any Transfer of Company Securities by any Member to a Permitted Transferee, any obligations arising under this Agreement, the Blocker Member LLC Agreement, the Call Option Agreement and the Management Services Agreement shall remain the obligations of such Member or shall be guaranteed by such Member pursuant to documentation acceptable to the other Member (in such Member’s sole discretion). In the event that a Member (including, as the case may be, a Permitted Transferee) intends to Transfer its Company Securities to a Permitted Transferee, such transferring Member or the Permitted Transferee, as applicable, shall notify the other Member and the Company of the intended Transfer at least thirty (30) days prior to the intended Transfer.

(b) Each Member and any Indirect Holder of such Member shall be permitted to directly or indirectly pledge its Company Securities to a bona fide lender (or any agent or trustee therefor) (each, a “Secured Party”) in connection with Indebtedness. A Transfer of Company Securities, Blocker Units and other Equity Interests in Persons that directly or indirectly hold Company Securities or Blocker Units arising as a result of an enforcement action by a Secured Party, whether as a result of a foreclosure, transfer in lieu of foreclosure, or otherwise, shall be permitted for purposes of this Agreement so long as:

(i) if such Transfer is a Transfer of Company Securities, (A) such Transfer is of all of the Company Securities held by such Member and (B) the transferee, without the consent of any other Person, agrees to be bound by this Agreement; and

(ii) If such Transfer is a Transfer of Blocker Units, (A) such Transfer does not result in there being more than two (2) direct equity owners of Blocker Member (or, if no Call Option has then been exercised, more than one (1) direct equity owner of Blocker Member) and (B) the transferee, without the consent of any other Person, agrees to be bound by the Blocker Member LLC Agreement and the Call Option Agreement and satisfy the requirements applicable to its members and transferees thereunder.

Section 5.3 Right of First Offer.

(a) After the expiration of the Lock-Up Period, without limitation of Section 5.1, Section 5.2 and Section 5.5 and any corresponding provision of the Blocker Member LLC Agreement, the GATX Group or the Brookfield Group, as the case may be, may also Transfer all (but not less than all) of such Transferring Party’s Company Securities and/or Blocker Units

(as applicable pursuant to Section 5.3(a)(i)), subject to compliance with this Section 5.3 and, if applicable, Section 5.4. Prior to any such Transfer, other than any Transfer (x) pursuant to Section 5.2 hereof or Section 6.2 of the Blocker Member LLC Agreement or (y) in connection with a Drag-Along Sale pursuant to Section 5.5, the Transferring Party must first offer to sell (the “Required Offer”) to the other Member (such other Member, or its designated Affiliate, the “Non-Transferring Member”) all (but not less than all) of the Subject Securities held by such Transferring Party in accordance with the procedures set forth in this Section 5.3.

(i) The Transferring Party shall first deliver to the Non-Transferring Member a written notice (a “ROFO Notice”) offering to sell the Subject Securities at a cash price, expressed on a 100% enterprise value basis, determined by such Transferring Party (but not higher than the Company Group NBV), on an “as-is, where-is” basis, and such notice shall constitute an offer to the Non-Transferring Member to effect such purchase and sale on the terms set forth therein; provided, however, that the ROFO Notice shall specify that the Transferring Party shall make Fundamental Representations and Warranties to the Non-Transferring Member in the definitive sale agreement. For the avoidance of doubt, the Subject Securities shall consist of (1) all Blocker Units held by such Transferring Party and (2) if such Transferring Party includes GATX Member, all of the Company Securities held by GATX Member. Any such ROFO Notice shall be firm, not subject to withdrawal and prepared and delivered in good faith. Within thirty (30) days following its receipt of a ROFO Notice, the Non-Transferring Member may accept the Transferring Party’s offer and purchase the Subject Securities at the Equity Consideration and upon the terms and conditions set forth in the ROFO Notice, in which event the closing of the purchase and sale of the Subject Securities shall take place as promptly as practicable, and, in any event, within ninety (90) days of the Non-Transferring Member’s acceptance of the Transferring Party’s offer (a “ROFO Sale”). In addition to the purchase of the Subject Securities, in connection with any ROFO Sale, the Non-Transferring Member shall also purchase or ensure the repayment in full of the outstanding Member Loans of the Transferring Party with such repayment amount equaling the then outstanding principal and accrued but unpaid interest thereunder (it being understood that with respect to Member Loans held by the Blocker Member, such purchase or repayment shall consist of (x) in the case that the Transferring Party is the Brookfield Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the Brookfield Blocker Ownership Percentage; and (y) in the case that the Transferring Party is the GATX Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the GATX Blocker Ownership Percentage). Any such acceptance by the Non-Transferring Member shall be irrevocable and binding on the Non-Transferring Member, and the Non-Transferring Member shall be deemed to have declined to exercise its right to participate in a Tag-Along Sale pursuant to Section 5.4.

(ii) Subject to Section 5.4, if the Non-Transferring Member does not accept the Transferring Party’s offer within such 30-day period, then the Transferring Party will, for a period of one hundred twenty (120) days commencing on the expiration of such 30-day period (the “Sale Period”), be entitled to sell all (but not less than all) of the Subject Securities to any one (1) Third Party at the same or higher price and upon other terms and

conditions (excluding price) that are not more favorable to the acquiror than those specified in the ROFO Notice, subject to the other terms of this Section 5.3. Notwithstanding anything herein to the contrary, the Transferring Party may structure such sale in any manner it elects so long as it otherwise complies with the terms of this Section 5.3. If such sale to any Third Party is not consummated prior to the expiration of the Sale Period, then the process initiated by the delivery of the ROFO Notice shall have lapsed, and the Transferring Party will be required to repeat the process set forth in this Section 5.3 before entering into any agreement with respect to, or consummating, any sale of its Securities to any Third Party; provided that if a definitive agreement providing for the consummation of such sale is executed within the Sale Period but such sale has not been consummated at the expiration of the Sale Period solely as a result of a failure to receive the requisite authorization, approval or consent of any Governmental Body in respect of such sale, then the Sale Period shall be extended solely to the extent necessary to permit the receipt of all such authorizations, approvals or consents which are in process but have not been received from the relevant Governmental Body as of the original expiration date of the Sale Period and the consummation of the sale provided for in such definitive agreement; provided, further, that the Transferring Party shall have used its commercially reasonable efforts in seeking such authorizations, approvals and consents. In addition to the purchase of the Subject Securities, in connection with any sale pursuant to this Section 5.3(a)(ii) such Third Party may also purchase the outstanding Member Loans of the Transferring Party for a purchase price not greater than the then outstanding principal and accrued but unpaid interest thereunder (it being understood that with respect to Member Loans held by the Blocker Member, such repayment shall consist of (x) in the case that the Transferring Party is the Brookfield Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the Brookfield Blocker Ownership Percentage and (y) in the case that the Transferring Party is the GATX Group, a portion of such outstanding principal and accrued but unpaid interest equal to the aggregate amount of such Member Loans held by the Blocker Member multiplied by the GATX Blocker Ownership Percentage).

(b) Prior to the consummation of any Transfer pursuant to Section 5.3(a)(ii), the Transferring Party shall have delivered to the Board and to the Non-Transferring Member evidence reasonably satisfactory to the Board and to the Non-Transferring Member that the transferee is financially capable of carrying out the obligations and promptly paying all liabilities as and when due of the Transferring Party pursuant to this Agreement, the Blocker Member LLC Agreement and the Call Option Agreement (it being understood for the avoidance of doubt that the Blocker Units acquired by the transferee shall remain bound by the Call Options).

(c) For the avoidance of doubt, the Lock-Up Period as applied to any Member (and the applicable Transferring Parties related thereto) shall be deemed to end upon the occurrence of any Event of Default by or with respect to the other Member.

(d) Furthermore, notwithstanding anything contained in this Section 5.3 to the contrary, if the Defaulting Member is the GATX Member, the Brookfield Group shall not be required to deliver a Required Offer pursuant to, or otherwise comply with, Section 5.3(a), in order to Transfer the Subject Securities held by the Transferring Parties of the Brookfield Group to a Third Party, and the GATX Member shall have no right to purchase any such Subject Securities

pursuant to the procedures set forth in Section 5.3(a); provided, that the provisions of Section 5.5(b) shall nevertheless apply to such Transfer. The Blocker Member shall control all aspects of the sale process associated with any such Transfer pursuant to this Section 5.3(d) (including the structuring thereof), and the GATX Member shall provide its reasonable cooperation as requested by the Blocker Member, subject to Section 5.3(a)(ii).

Section 5.4 Blocker Member Tag-Along Right.

(a) In the event that the GATX Group proposes to effect a Transfer of all of the Subject Securities held by the GATX Group to a Third Party transferee in accordance with this Agreement (the “Tag-Along Buyer”) (such Transfer, a “Tag-Along Sale”), then the GATX Member shall give the Blocker Member written notice (a “Tag-Along Notice”) of such proposed Transfer concurrently with its delivery of the ROFO Notice pursuant to Section 5.3, setting forth (i) the purchase price, (ii) the identity of the Tag-Along Buyer, (iii) any other material terms and conditions of the proposed Transfer and (iv) the intended dates on which the applicable members of the GATX Group will enter into a definitive agreement in respect of such proposed Transfer and consummate such proposed Transfer.

(b) Upon delivery of a Tag-Along Notice, the Transferring Party of the Brookfield Group shall have the right to sell (or cause the sale of) all of the Subject Securities then held by such Transferring Party for the same form of consideration and pursuant to the same terms and conditions (including time of payment) as set forth in the Tag-Along Notice. If the Transferring Party of the Brookfield Group wishes to participate in the Tag-Along Sale, then the Blocker Member shall provide written notice to the GATX Member no less than thirty (30) days after the date of the Tag-Along Notice, indicating such election and shall be deemed to have declined its right to exercise its right of first offer pursuant to Section 5.3. Such notice shall constitute such Transferring Party’s binding agreement to sell all of the Subject Securities then held directly or indirectly by the Brookfield Group on the terms and subject to the conditions applicable to the Tag-Along Sale. At the consummation of the Tag-Along Sale, (i) the GATX Member shall Transfer all of the Company Securities held by the GATX Group, (ii) the applicable Affiliate of the GATX Member shall Transfer all of the Blocker Units held by the GATX Group, and (iii) the Brookfield Blocker Owner shall Transfer all of the Blocker Units held by the Brookfield Group to the Tag-Along Buyer (or its designee), and the Tag-Along Buyer shall pay the consideration due for such Subject Securities. Each holder of Subject Securities shall receive the same type of consideration, and in the same ratio, as received by the other holders, and the aggregate consideration payable for the Subject Securities shall be allocated among the holders in proportion to the Percentage Interests and the relative ownership of the Blocker Units.

(c) The Blocker Member may be required to make customary representations, warranties, covenants and indemnities in connection with the Tag-Along Sale, in each case not to exceed the equivalent obligations provided by the GATX Member; provided, that (i) liability for misrepresentation or indemnity shall (as between the GATX Member and the Blocker Member) be expressly stated to be several but not joint and each Member shall not be liable for any breach of covenants or representations or warranties as to the Securities of the other Member and shall not, in any event, be liable for more than its pro rata share (based on the proceeds to be received) of any liability for misrepresentation or indemnity, (ii) the Blocker Member shall benefit from any releases of sellers or other provisions in the transaction documentation of general applicability to

sellers to the same extent as the GATX Member, (iii) the Blocker Member shall not be obligated to agree to any non-customary administrative covenants (such as any non-compete covenants that would restrict its or its Affiliates’ business activities), and (iv) the Blocker Member shall not be obligated to provide indemnification obligations that exceed its proceeds from the Tag-Along Sale.

(d) In the event that the Blocker Member elects to participate in such Tag-Along Sale, the GATX Member shall execute and deliver all related documentation and take such other action reasonably necessary to enter into definitive agreements in respect of and to consummate the proposed Tag-Along Sale in accordance with, and subject to the terms of, this Section 5.4.

(e) In addition to the Transfer of Subject Securities in connection with a Tag-Along Sale pursuant to this Section 5.4, the Members shall cooperate to ensure that the Tag-Along Buyer purchases or causes the repayment of all outstanding Member Loans held by the GATX Member, and all outstanding Member Loans (as defined in the Blocker Member LLC Agreement) issued by the Blocker Member to its members, with such purchase price or repayment amount equaling the then outstanding principal and accrued but unpaid interest thereunder.

Section 5.5 Drag-Along Rights.

(a) Notwithstanding anything to the contrary in this Agreement, but subject to Section 5.5(g), beginning on the Drag-Along Commencement Date, the Blocker Member shall be entitled to sell (or cause the sale of) all of the Subject Securities then held directly or indirectly by the Brookfield Group; provided, that if at any time Make-Up Call Options have been exercised and consummated for all outstanding Expired Call Options, the Blocker Member’s rights pursuant to this Section 5.5 shall be suspended until the next Drag-Along Commencement Date, if any. In the event that the Blocker Member intends to effect a sale (including pursuant to Section 5.3(c)) of all of such Securities pursuant to this Section 5.5 (a “Drag-Along Sale”), then subject to Section 5.5(g) the GATX Member shall be required to Transfer (or cause to be Transferred) all of the Subject Securities held by the GATX Group to the same Third Party buyer (the “Drag-Along Buyer”) (or to such other Affiliate of the Drag-Along Buyer as the Drag-Along Buyer directs) in accordance with the provisions of this Section 5.5 (such right of the Blocker Member, the “Drag-Along Right”).

(b) If the Blocker Member intends to elect to exercise the Drag-Along Right pursuant to Section 5.5(a), then the Blocker Member shall send a written notice to the GATX Member (a “Drag-Along Process Launch Notice”) at least thirty (30) days prior to its intent to pursue a Drag-Along Sale. Brookfield shall be entitled to initiate a sale process upon delivery of the Drag-Along Process Launch Notice, and Blocker Member shall control all aspects (including in respect of transaction structuring; provided, that such structuring shall not adversely impact the rights of the GATX Member under this Section 5.5), and GATX Member shall reasonably cooperate (subject to the express provisions of Section 5.5(e)) with respect to any request by Blocker Member in connection with, such sale process. Notwithstanding anything herein to the contrary, at any time when the earliest Call Option Expiration Date related to an Expired Call Option for which no Make-Up Call Option has been exercised is more than forty-eight (48) months prior to such time, then, subject to Section 5.5(j), the Brookfield Group shall have the right (a “Brookfield Acquisition Right”), subject to Section 5.5(j), to require the GATX Group to sell to

the Brookfield Group all of the Subject Securities held, directly or indirectly, by any member of the GATX Group on the same terms and conditions that would otherwise apply to a sale made pursuant to a Required Offer, except that the purchase price, expressed on a 100% enterprise value basis, shall be equal to seventy percent (70%) of the Company Group NBV.

(c) Following the expiration of the Make-Up Call Option Window, the Blocker Member shall have one hundred twenty (120) days to execute definitive documentation with respect to any Drag-Along Sale, subject to the conditions set forth herein. The Blocker Member shall control all aspects of the sale process associated with any Drag-Along Sale (including in respect of transaction structuring; provided, that such structuring shall not adversely impact the rights of the GATX Member under this Section 5.5), and the GATX Member shall (subject to the express provisions of Section 5.5(e)) provide its reasonable cooperation as requested by the Blocker Member. Prior to executing a definitive purchase agreement with respect to a Drag-Along Sale, the Blocker Member shall deliver written notice to the GATX Member setting forth the proposed purchase price (expressed on a 100% enterprise value basis) for the Drag-Along Sale and a true and correct copy of the proposed definitive purchase agreement in substantially final form for the Drag-Along Sale (the “Drag-Along Execution Notice”).

(d) In connection with any Drag-Along Sale, subject to any agreements, covenants, documents and other instruments reasonably requested by the potential acquirer, (i) subject to Section 5.5(e), the sale by the GATX Group of all of their Subject Securities to the Drag-Along Buyer shall be on the same terms and conditions applicable to the sale by the Brookfield Group of all of their Subject Securities pursuant thereto, (ii) each holder of Subject Securities shall receive the same type of consideration, and in the same ratio, as received by the other holders and (iii) the aggregate consideration payable for the Subject Securities sold in such Drag-Along Sale shall be allocated first, among the Members in proportion to their respective Percentage Interests, and then second from the portion payable in respect of Blocker Member and the Blocker Units, among the holders of Blocker Units in proportion to their respective ownership percentages of Blocker Units, such that the Brookfield Group receives the Equity Consideration applicable to its Subject Securities, and the GATX Group receives the Equity Consideration applicable to its Subject Securities.

(e) In the event that the Blocker Member elects to exercise the Drag-Along Right, the GATX Member shall:

(i) execute and deliver all related documentation and take such other action reasonably necessary to enter into definitive agreements (including making Fundamental Representations and Warranties) in respect of and to consummate the proposed Drag-Along Sale in accordance with, and subject to the terms of, this Section 5.5; provided, that in no event shall GATX Member or any of its Affiliates be required to enter into any non-competition restriction in connection with a Drag-Along Sale;

(ii) negotiate in good faith a transition services agreement and/or an extension of the Management Services Agreement as requested by the Drag-Along Buyer; provided, that the GATX Member shall not be required to (A) agree to any transition services for a term in excess of twenty-four (24) months or at a price that is less than the GATX Member’s costs or (B) perform any obligation in connection with such transition services agreement that would reasonably be expected to result in a violation of applicable Law; and

(iii) upon and after the consummation of the Drag-Along Sale, continue to perform its obligations under the Management Services Agreement on the terms and conditions set forth in the Management Services Agreement in effect as of immediately prior to the consummation of such Drag-Along Sale; provided, that the term of the Management Services Agreement shall not exceed five (5) years from the date of such consummation unless otherwise agreed by the GATX Member.

(f) At the consummation of the Drag-Along Sale, the GATX Member shall Transfer all of the Subject Securities held by the GATX Group to the Drag-Along Buyer (or its designee), and the Drag-Along Buyer shall pay the Equity Consideration due for such Subject Securities in accordance with Section 5.5(d). If the GATX Member has, due to its own fault, failed, as of immediately prior to the time that the consummation of the Drag-Along Sale would otherwise have occurred, to have taken all actions necessary in accordance with this Agreement to consummate the Transfer of the Securities held by it, then the GATX Member shall be deemed to have granted (and hereby grants, contingent only upon the occurrence of such failure) an irrevocable appointment of any Person nominated for the purpose by the Blocker Member to be the GATX Member’s agent and attorney-in-fact to execute all necessary documentation and instruments on its behalf to Transfer the GATX Member’s Securities to the Drag-Along Buyer (or as it may direct) as the holder thereof, in each case consistent with the terms set forth in this Section 5.5.

(g) Notwithstanding the foregoing, the GATX Member may reject a Drag-Along Sale, and Blocker Member shall not have the right to effectuate a Drag-Along Sale, if:

(i) the aggregate purchase price payable by the Drag-Along Buyer, expressed on a 100% enterprise value basis, would be less than the then-applicable Minimum Required Drag-Along Price determined as of the date of the applicable Drag-Along Execution Notice, in which event (1) the GATX Group shall not be required to sell their Subject Securities and (2) the Blocker Member shall be prohibited from selling (or causing the sale of) Subject Securities held by the Brookfield Group unless (3) such sale is pursuant to and permitted by the terms and conditions of this Agreement and (4) the aggregate purchase price payable for such Securities, expressed on a 100% enterprise value basis, is equal to or greater than the Minimum Required Drag-Along Price; or

(ii) the GATX Member exercises a Make-Up Call Option with respect to each outstanding Expired Call Option within the Make-Up Call Option Window; provided, that, for the avoidance of doubt, the Blocker Member shall retain the right to pursue a Drag-Along Sale in accordance with this Section 5.5 in the event of any future Expired Call Option for which a Make-Up Call Option has not been exercised.

(h) After Blocker Member’s delivery to GATX Member of a Drag-Along Execution Notice, and if the proposed purchase price for the Drag-Along Sale set forth in such Drag-Along Execution Notice, expressed on a 100% enterprise value basis, equals or exceeds the then-applicable Minimum Required Drag-Along Price, Blocker Member may to elect to (i) proceed with the Drag-Along Sale with the Drag-Along Buyer in accordance with the terms and conditions set forth in this Section 5.5 or (ii) purchase all of the GATX Group’s Subject Securities on the same terms and conditions, and for the same price, as set forth in the Drag-Along Execution Notice.

(i) In addition to the Transfer of Subject Securities in connection with a Drag-Along Sale pursuant to this Section 5.5, the Members shall cooperate to ensure that the Drag-Along Buyer purchases or causes the repayment of all outstanding Member Loans held by the GATX Member, and all outstanding Member Loans (as defined in the Blocker Member LLC Agreement) issued by the Blocker Member to its members, for a repayment amount equal to the then outstanding principal and accrued but unpaid interest thereunder.

(j) If the Brookfield Group desires to exercise the Brookfield Acquisition Right, then Blocker Member shall send a written notice to the GATX Member (a “Brookfield Acquisition Right Exercise Notice”) at least thirty (30) days prior to the exercise by the Brookfield Group of the Brookfield Acquisition Right. Upon its receipt of the Brookfield Acquisition Right Exercise Notice, the GATX Member shall have the right to exercise within the Make-Up Call Option Window a Make-Up Call Option with respect to each outstanding Expired Call Option then outstanding as of the date of the receipt by GATX Member of such Brookfield Acquisition Right Exercise Notice. If the GATX Member wishes to exercise any Make-Up Call Option, then the GATX Member shall deliver a Make-Up Call Option Notice (as defined in the Call Option Agreement) pursuant to Section 2.3 of the Call Option Agreement. The Call Option Closing (as defined in the Call Option Agreement) with respect to any such exercised Make-Up Call Option shall occur in accordance with Section 2.3 of the Call Option Agreement and, for the avoidance of doubt, no sale pursuant to the Brookfield Acquisition Right shall occur prior to such Call Option Closing. If the GATX Member does not deliver a Make-Up Call Option Notice within the Make-Up Call Option Window, then the Brookfield Group may elect to require the sale pursuant to the Brookfield Acquisition Right.

Section 5.6 Preemptive Rights.

(a) The Company hereby grants to each Member the right to purchase such Member’s Preemptive Right Share of all (or any part) of any New Company Securities that the Company may from time to time issue after the date of this Agreement (the “Preemptive Right”). In the event the Company proposes to undertake an issuance of New Company Securities (in a single transaction or a series of related transactions), the Company shall give to each Member written notice of its intention to issue New Company Securities (the “Preemptive Right Participation Notice”), describing the amount and type of New Company Securities, the cash purchase price and the general terms upon which it proposes to issue such New Company Securities. Each Member shall have ten (10) Business Days from the date of its receipt of any such Preemptive Right Participation Notice (the “Preemptive Right Notice Period”) to agree in writing to purchase for cash up to such Member’s Preemptive Right Share of such New Company Securities for the price and upon the terms and conditions specified in the Preemptive Right Participation Notice by giving written notice to the Company and stating therein the quantity of New Company Securities to be purchased (not to exceed such Member’s Preemptive Right Share). If any Member fails to so respond in writing within the Preemptive Right Notice Period, then such Member shall forfeit the right hereunder to purchase its Preemptive Right Share of such New Company Securities.

(b) If a Member does not exercise its Preemptive Right or elects to purchase less than all of its Preemptive Right Share (in each case, the “Outstanding Preemptive Right Share”), the Company shall notify the other Member(s) within three (3) Business Days of the expiration of the Preemptive Right Notice Period (the “Outstanding Preemptive Right Share Notice”). The other Member(s) shall have the right to purchase their pro rata share of the amount of any Outstanding Preemptive Right Share on the same terms and conditions as specified in the Preemptive Right Participation Notice. Each such other Member shall have five (5) Business Days from the date of receipt of the Outstanding Preemptive Right Share Notice to agree in writing to purchase in cash such Member’s prorata share of the Outstanding Preemptive Right Share.

(c) Subject to obtaining the requisite authorization, approval or consent of any Governmental Body, the closing of any purchase by any Member pursuant to this Section 5.6 shall be consummated concurrently with the consummation of the issuance or sale described in the Preemptive Right Participation Notice. The Company shall be free to complete the proposed issuance or sale of New Company Securities described in the Preemptive Right Participation Notice with respect to any New Company Securities not elected to be purchased pursuant to this Section 5.6 in accordance with the terms and conditions set forth in the Preemptive Right Participation Notice.

ARTICLE VI

MEMBER APPROVAL MATTERS

Section 6.1 Member Approval Matters. Notwithstanding anything to the contrary in this Agreement, the following actions shall require the approval of each of the Blocker Member and the GATX Member, and the Company shall not cause or permit, in each case, without the prior written consent of each of the Blocker Member and the GATX Member (“Unanimous Member Approval”); provided, however, that at any time that a Member is a Defaulting Member, the actions set forth in the following clauses (f), (g) and (n) (only in respect of replacement of any guaranty by the GATX Member (or its Affiliate) of any Indebtedness of the Company or its Subsidiaries) shall not require the consent of the Defaulting Member and shall only require the consent of the other Member; provided, further, that at any time a Member is a Defaulting Member under Section 3.1(a)(ii)(1) or Section 3.1(a)(iii)(1), as applicable, the actions set forth in clause (e) shall not require the consent of such Defaulting Member and shall only require the consent of the other Members:

(a) any amendment or modification to any Organizational Document of the Company or any of its Subsidiaries, other than ministerial amendments thereto;

(b) the formation of, or delegation of responsibilities, duties and powers to, any committee of the Board other than the Audit and Risk Committee;

(c) any non-pro rata repurchase, redemption, cancellation or other alteration of any Equity Interests issued by the Company or any of its Subsidiaries;

(d) any material change to any nature of the existing business of the Company or any of its Subsidiaries;

(e) (i) the filing of a petition seeking relief, or the consent to the entry of a decree or order for relief in an involuntary case, under the bankruptcy, rearrangement, reorganization or other debtor relief Laws of the United States or any state or any other competent jurisdiction or a general assignment for the benefit of its creditors by the Company or any of its Subsidiaries or (ii) the dissolution of the Company pursuant to Section 3.2(a)(i) or any of its Subsidiaries;

(f) any (i) capital call by the Company or any of its Subsidiaries, or (ii) delivery of any Funding Request Notice pursuant to Section 4.2(a);

(g) the issuance of (i) any Company Securities or (ii) any Equity Interests by any of the Company’s Subsidiaries to any Person that is not the Company or one of its Subsidiaries;

(h) the transfer, sale or other disposition, whether by way of asset sale, stock sale, merger or otherwise, of all or substantially all of the assets of the Company and the Company’s Subsidiaries, taken as a whole (it being understood, for the avoidance of doubt, that this Section 6.1(h) shall not be deemed to restrict a Transfer of Company Securities that is otherwise permitted hereunder);

(i) the entry into, amendment or termination of, or waiver of any material right under, any Related Party Transactions by the Company or any of its Subsidiaries; provided that if a Member becomes aware of a Related Party Transaction entered into without first obtaining the other Member’s consent pursuant to this Section 6.1(i), such Member shall promptly inform, and obtain the consent of, the other Member with respect to such Related Party Transaction;

(j) either (i) the taking of any action that would reasonably be expected to adversely affect the Tax position of the Company or any of its Subsidiaries or any Person owning an Equity Interest in the Company by (1) resulting in a change in the percentage of an equity owner’s direct ownership in the Company, (2) triggering “phantom” income or an acceleration of the recognition of income by a Member or (3) requiring a change in the method of accounting for Equity Interest in the Company or (ii) making, changing or revoking any material Tax election of the Company or any of its Subsidiaries;

(k) any change in the U.S. tax classification of (i) the Company or each of its U.S. subsidiaries (if any) as other than a flow-through entity and (ii) each of the non-U.S. subsidiaries of the Company (including GABX Canadian Sub) as other than an association taxable as a corporation;

(l) the resolution or settlement by the Company or any of its Subsidiaries of any Tax audit, Tax examination or other administrative or judicial proceeding relating to Taxes of the Company Group;

(m) the acquisition or disposition by the Company or any of its Subsidiaries, directly or indirectly, of any securities or any subsidiaries, but excluding the establishment of a subsidiary in Mexico to implement a lease-in, lease-out structure as customarily used in the railcar leasing business;

(n) the incurrence or refinancing of Indebtedness of the Company or any of its Subsidiaries if such incurrence of refinancing would reasonably be expected to cause a deviation from the Leverage Policy;

(o) the material amendment or material modification of any material policies of the Company or any of its Subsidiaries, including the Leverage Policy, the distribution policy set forth in Section 4.4, accounting policy, the health and safety policy and the anti-corruption policy; provided, that (i) to the extent that GATX Member and its Affiliates have adopted bona fide policies that are generally applicable to GATX Member and its Affiliates as of the Effective Date that have been disclosed to the Blocker Member prior to the Effective Date, such policies shall also be deemed to be approved as of the Effective Date for the Company Group; and (ii) to the extent a subsequent amendment or modification is being made to correspond to a bona fide change in a corresponding policy applicable to GATX Member and its Affiliates and such change will not have an adverse effect on the Blocker Member, the approval of Blocker Member shall not be unreasonably withheld, conditioned or delayed;

(p) the undertaking of any merger, consolidation, plan or scheme of arrangement, business combination or other similar transaction involving the Company or any of its Subsidiaries, or any other fundamental transaction such as a restructuring or recapitalization;

(q) the undertaking of any transaction involving the capitalization of the Company or any of its Subsidiaries, including the issuance, repurchase, redemption, cancellation or other alteration of any shares, shareholder loans or other equity or debt instruments in the Company, to the extent such transaction is not approved pursuant to the Annual Budget;

(r) the entrance into any joint venture, partnership or similar agreement by the Company or any of its Subsidiaries;

(s) the approval or amendment of the Annual Budget and Business Plan;

(t) the appointment or changing of the Company’s auditor unless such auditor is an Approved Auditor;

(u) (i) the Company or any of its Subsidiaries employing any individual or entering into or amending the terms of such employment or (ii) compensation decisions with respect to any employees or officers of the Company or any of its Subsidiaries;

(v) the listing of any Equity Interests of the Company on any stock exchange;

(w) the (i) commencement (or decision not to commence where such decision is presented to the Board) any legal action against any Third Party, where the monetary amount of damages, penalties or other basis of claims is an amount greater than five million dollars ($5,000,000) or such legal action is otherwise material to the Company or its Subsidiaries, or the settlement of any such legal action is for less than the amount claimed by the Company or any of its Subsidiaries, or (ii) settlement of any legal action brought by a Third Party against the Company or any of its Subsidiaries where (x) the monetary damages or penalties is an amount greater than five million dollars ($5,000,000), (y) such settlement does not include a complete and unconditional release of the Company and its Subsidiaries from any and all liabilities in respect of such legal action or (z) such settlement restrains any actions of the Company or its Subsidiaries;

(x) any individual Lease Restructuring, or group of related Lease Restructurings, with a net reduction of committed rent (such reduction to be offset, for the avoidance of doubt, by any early termination fee or other proceeds received by the Company in connection with any individual Lease Restructuring) to the Company or any of its Subsidiaries of more than five hundred thousand dollars ($500,000); or

(y) the entry into any binding agreement or arrangement by the Company or any of its Subsidiaries to effect any of the foregoing actions.

Section 6.2 Blocker Member Approval Matters. Notwithstanding anything to the contrary in this Agreement, the following actions shall require the approval of the Blocker Member (in addition to approval of the Manager and the Board), and the Company shall not cause or permit, in each case, without the prior written consent of the Blocker Member (“Blocker Member Approval”):

(a) any Asset Disposition by the Company Group for a Disposition Value of (i) more than fifty million dollars ($50,000,000) in an individual transaction or series of related transactions or (ii) more than one hundred million dollars ($100,000,000) in the aggregate in one (1) Fiscal Year;

(b) any Unbudgeted Discretionary Expenditures that exceed fifty million dollars ($50,000,000) in the aggregate determined on a cumulative basis commencing on the Closing Date (as defined in the Purchase Agreement);

(d) any amendment of the Management Services Agreement; or

(e) the entry into any binding agreement or arrangement by the Company or any of its Subsidiaries to effect any of the foregoing actions.

Section 6.3 Inflation Adjustments and Resets of Dollar Thresholds.

(a) Each dollar threshold set forth in Sections 6.1 and 6.2(a) shall be increased or decreased, commencing in the first full Fiscal Year following the Effective Date, by an amount equal to (i) the Inflation Factor applicable to the first day of such Fiscal Year multiplied by (ii) the amount of such threshold as in effect in the immediately preceding Fiscal Year.

(b) If during any Fiscal Year a Unanimous Member Approval or Blocker Member Approval becomes necessary due to the application of any dollar threshold set forth in Section 6.1 or 6.2, then in connection with such Unanimous Member Approval or Blocker Member Approval, the Members shall also discuss in good faith the approval of additional dollar amounts to authorize related activities for the remainder of such Fiscal Year so that the Manager may conduct operations in the ordinary course of business consistent with past practices.

ARTICLE VII

OTHER COVENANTS AND AGREEMENTS

Section 7.1 Books and Records. The Company shall, and shall cause the Manager to, keep and maintain books and records of accounts, Tax Returns, financial information and all matters pertaining to the Company and its Subsidiaries at the principal offices and place of business of the Company in a commercially reasonable manner. Each Member (other than any Defaulting Member) and its duly authorized Representatives shall have the right to, at reasonable times during normal business hours, upon reasonable notice, under supervision of the Manager’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Manager or that creates an unreasonable burden on the Manager: (i) visit and inspect the existing books and records of the Company Group, and, at its expense, make copies of and take extracts from any existing books and records of the Company Group and (ii) request and review any existing information or existing records related to the Company Group’s rail portfolio and the properties on which the rail portfolio may be situated. Each Member shall reimburse the Company for all documented out-of-pocket costs and expenses incurred by the Company in connection with such Member’s exercise of its inspection and information rights pursuant to this Section 7.1.

Section 7.2 Manager Reports. The Manager shall:

(a) provide to each Member the Manager Reports (as defined in the Management Services Agreement) in accordance with the Management Services Agreement; and

(b) hold a monthly telephonic or electronic meeting with the Board, which such meeting shall include the Directors appointed by the Blocker Member, to provide a business update.

Section 7.3 Other Business; Corporate Opportunities.

(a) To the extent permitted by applicable Law, any Member and any Affiliate of any Member may engage in, possess an interest in or otherwise be involved in other business ventures of any nature or description, independently or with others, similar or dissimilar to the businesses of the Company and its Subsidiaries, and neither the Company and its Subsidiaries nor any other Member shall have any rights by virtue of this Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the businesses of the Company, shall be deemed not to be wrongful or improper so long as it is consistent with all Laws applicable to the Company and its Subsidiaries; provided, that if the Blocker Member or its Controlled Affiliates enter into competition with the Company Group by owning or operating a railcar leasing company, then the Manager Reports and other information provided by Manager pursuant to the Management Services Agreement and/or the Company to its Members and/or the Directors may be modified or redacted so as to exclude competitively sensitive information regarding businesses and assets of the GATX Group other than the Company Group and its business.

(b) The Company and each Member expressly acknowledge and agree that (i) neither the Members nor any of their respective Affiliates or Representatives shall have any duty to communicate or present an investment or business opportunity to the Company in which the Company may, but for the provisions of this Section 7.3, have an interest or expectancy (a “Corporate Opportunity”), and (ii) neither of the Members nor any of their respective Affiliates or Representatives (even if such Person is also an Officer or Director of the Company) shall be deemed to have breached any duty or obligation to the Company by reason of the fact that such Person pursues or acquires a Corporate Opportunity for itself or directs, sells, assigns or transfers such Corporate Opportunity to another Person or does not communicate information regarding such Corporate Opportunity to the Company. The Company and each Member expressly renounce any interest in Corporate Opportunities and any expectancy that a Corporate Opportunity will be offered to the Company.

(c) For the avoidance of doubt, nothing in this Section 7.3 shall be deemed to supersede, modify, limit or in any way affect any of the obligations of the Manager under the Management Services Agreement.

Section 7.4 Compliance with Laws.

(a) The Company shall not, and shall cause its Subsidiaries and Representatives not to, in the course of their actions for, or on behalf of, any member of the Company Group:

(i) offer, promise, provide or authorize the provision of, or request, accept, or agree to accept any money, property, contribution, gift, entertainment or other thing of value, directly or indirectly, to or from any government official or Person, to unlawfully influence official action or secure an improper advantage, or to unlawfully encourage the recipient to improperly influence or affect any act or decision of any Governmental Body, in each case, in order to assist any member of the Company Group in obtaining or retaining business, or otherwise act in violation of any applicable Anti-Corruption Laws;

(ii) violate any applicable Anti-Money Laundering Laws;

(iii) engage in any unlawful dealings or transactions with or for the benefit of any Sanctioned Person or otherwise violate Sanctions; or

(iv) violate any applicable FDI Law.

(b) The Company shall promptly notify the Members of (i) any allegations of misconduct by any member of the Company Group or any actions, suits or proceedings by or before any Governmental Body to which any member of the Company Group becomes a party, or to which the Company becomes aware that any Representative of the Company Group (in relation to such Representative’s actions for, or on behalf of, any member of the Company Group) is a party, in each case, relating to any breach or suspected breach of any applicable Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or FDI Laws or (ii) any fact or circumstances of which it becomes aware that would reasonably be expected to result in a breach of this Section 7.4.

(c) The Company and its Subsidiaries shall implement and maintain, or cause the Manager to implement and maintain, policies and procedures and a system of internal controls to ensure compliance by the Company, its Subsidiaries, their respective directors, officers, employees and agents (in their capacity as such) and Affiliates with Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions and FDI Laws.

(d) Each Director may confer with the Member that appointed such Director regarding any allegations of misconduct by any member of the Company Group relating to any breach or suspected breach of any applicable anti-terrorism Laws, Anti-Corruption Laws, Anti-Money Laundering Laws, Sanctions or FDI Laws.

(e) Each Member shall, and shall use its commercially reasonable efforts to procure that its Representatives in the course of their actions for, or on behalf of, such Member or its Affiliates, comply in all respects with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and FDI Laws applicable to such Persons.

Section 7.5 Confidentiality.

(a) Each Member shall, and shall cause its Representatives to, keep confidential and not divulge any information (including all budgets, business plans and analyses) concerning the Company and its Subsidiaries, including their respective assets, business, operations, financial condition and prospects (“Confidential Information”), and to use such Confidential Information only in connection with the operation of the Company and its Subsidiaries or such Member’s administration of its investment in the Company or, in the case of Manager, to fulfill obligations under, and perform the duties contemplated by, the Management Services Agreement; provided that nothing herein shall prevent any Member from disclosing such Confidential Information (i) upon the Order of any court or administrative agency, (ii) upon the request or demand of any Governmental Body having jurisdiction over such party, (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests, (iv) to the other Parties, (v) in connection with a Tax matter, (vi) to such Member’s Representatives that in the reasonable judgment of such Party need to know such Confidential Information or (vii) to any potential Permitted Transferee in connection with a proposed Transfer of Membership Interests from a Member so long as such transferee agrees to be bound by the provisions of this Section 7.5 as if a Member; provided, further, that in the case of clauses (i), (ii) or (iii), such Member shall, to the extent legally permissible, notify the other Parties of the proposed disclosure as far in advance of such disclosure as practicable and use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment, when and if available.

(b) Notwithstanding anything to the contrary set forth herein, Blocker Member shall be entitled to disclose Confidential Information to the Brookfield Group and their respective equity holders, managers, officers, directors, trustees, partners, employees, agents, accountants, representatives, professional consultants, potential or existing lenders and potential or existing investors or purchasers on a need-to-know-basis (which may include providing reports to such Persons in the ordinary course of business), subject to the following:

(i) Blocker Member shall inform any Person that receives Confidential Information pursuant to this Section 7.5(b) that such information is confidential and instruct such Person (A) to keep such Confidential Information confidential, (B) not to disclose Confidential Information to any Third Party (other than those Persons to whom such Confidential Information has already been disclosed in accordance with the terms of this Agreement) and (C) not to use such Confidential Information for any purpose other than as contemplated by Section 7.5(a);

(ii) Blocker Member shall not disclose Confidential Information to the extent relating to businesses of GATX Member and its Affiliates (other than the business of the Company Group) to any Person other than Directors appointed by Blocker Member and employees of Brookfield Infrastructure Group LLC who need to know such Confidential Information; and

(iii) Blocker Member shall not disclose any Confidential Information to any other portfolio company of the Brookfield Group; provided, however, that in no event shall any portfolio company of the Brookfield Group be deemed to have been provided with access to Confidential Information solely as a result of any employee of the Brookfield Group acting as a director, board observer, or board committee member of such portfolio company (such employee, a “Dual Hat Person”) so long as such employee does not provide any Confidential Information to the other directors, officers or employees of such portfolio companies (other than another Dual Hat Person) and such Dual Hat Person does not use any Confidential Information in any way in their capacity as the director of such portfolio companies; provided, however, that nothing in this Section 7.5(b)(iii) shall be deemed to authorize any Director to be a Dual Hat Person if acting in such capacity would constitute a violation of Antitrust Law.

(c) The restrictions in Section 7.5(a) shall not apply to information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Member or any of its Representatives in violation of this Agreement, (ii) is or becomes available to a Member or any of its Representatives on a non-confidential basis prior to its disclosure to the receiving Member and any of its Representatives, (iii) is or has been independently developed or conceived by such Member or its Affiliates without use of the Company’s or any of its Subsidiaries’ Confidential Information or (iv) becomes available to the receiving Member or any of its Representatives on a non-confidential basis from a source other than the Company or any of its Subsidiaries, any other Party or any of their respective Representatives; provided that such source is not known by the recipient of the information to be bound by a confidentiality agreement with the disclosing party or any of its Representatives.

(d) Each Party shall inform any Representatives to whom it provides Confidential Information that such information is confidential and instruct them (i) to keep such Confidential Information confidential and (ii) not to disclose Confidential Information to any Third Party (other than those Persons to whom such Confidential Information has already been disclosed in accordance with the terms of this Agreement). The disclosing Party shall be responsible for any breach of this Section 7.5 by the Person to whom the Confidential Information is disclosed.

(e) The restrictions in Section 7.5(a) shall not restrict any Member and its Affiliates from disclosing any Confidential Information required to be disclosed under applicable securities Laws or the rules of any stock exchange on which any of their securities are traded.

(f) Notwithstanding anything herein to the contrary, the provisions of this Section 7.5 shall survive the termination of this Agreement for a period of three (3) years and, with respect to each Member, shall survive for a period of three (3) years following the date on which such Member is no longer a Member. The provisions of this Section 7.5 shall supersede the provisions of any non-disclosure agreements entered into by the Company (or its Affiliates) and any of the Members (or their respective Affiliates) with respect to the transactions contemplated hereby prior to the Effective Date.

Section 7.6 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of Representatives and other Advisors, incurred in connection with this Agreement and with the continuing relationship between the Company and its Members, and among any of them, shall be paid for by the Party incurring such costs and expenses.

Section 7.7 Budget; Business Plan.

(a) The initial budget for the Company and its Subsidiaries, presented on both a consolidated basis and a by-subsidiary basis, including the itemized revenues, expenses, capital expenditures, interest costs, all other cash flow items and the aggregate capital expenditure budget (the “Annual Budget”) and the subsequent five-year financial forecast covering the next five (5) full Fiscal Years, commencing with the Fiscal Year starting in the following January, for the Company and its Subsidiaries, presented on both a consolidated basis and a by-subsidiary basis, including the itemized revenues, expenses, capital expenditures, interest costs and all other cash flow items (the “Business Plan”) are attached hereto as Exhibit A and Exhibit B, respectively.

(b) The Board and the Members shall work in good faith to approve the Annual Budget and Business Plan for the next Fiscal Year no later than September 15 of each year (the “Approval Date”). The Manager shall present to the Board, and the Board shall be entitled to receive, no later than August 15 of each year an annual presentation of the proposed Annual Budget for the upcoming Fiscal Year and corresponding proposed Business Plan, each of which shall be prepared in the same form as the initial Annual Budget and Business Plan attached hereto and in good faith and upon reasonable assumptions.

(c) If the Board and the Members fail to approve the proposed Annual Budget and Business Plan by the Approval Date in accordance with the terms of this Agreement (a “Budget Deadlock”), then such Budget Deadlock shall be submitted to the chief executive officer or global head (or equivalent) of each Member. If such individuals are not able to resolve such Budget Deadlock after good faith discussions within ten (10) Business Days of receipt of such Budget Deadlock, then the annual budget for the upcoming Fiscal Year set forth in the most recently approved Business Plan shall take effect and remain in effect until the Board and the Members approve an Annual Budget and Business Plan in accordance with the terms of this Agreement.

Section 7.8 Debt and Guaranty Matters; Emergency Funding.

(a) The GATX Member shall provide prompt written notice to the Blocker Member in the event that a negative watch is placed on, or any downgrade occurs in respect of, the GATX Member by a credit rating agency (or the GATX Member obtains notice from any credit rating agency that it intends to issue the same).

(b) If any member of the GATX Group or Brookfield Group (a “Parent Guarantor”) is required to pay (a “Guaranty Payment”) to any beneficiary any amount pursuant to any guaranty provided by such Parent Guarantor on behalf of the Company or its Subsidiaries, including the GATX Acquisition Financing Guaranty, then the Company shall within thirty (30) days of receipt of written notice from such Parent Guarantor pay or cause to be paid to such Parent Guarantor or its designated Affiliate by wire transfer of immediately available funds an amount equal to such Guaranty Payment.

(c) If the Company does not pay or cause to be paid to the applicable Parent Guarantor or its Affiliate the amounts required pursuant to clause (b) above within thirty (30) days after receipt of written notice, then the Company shall be deemed to have borrowed funds as a Member Loan from the GATX Member or the Blocker Member, as applicable, in the amount of the Guaranty Payment; provided, that if a member of the Brookfield Group is such Parent Guarantor and this Section 7.8(c) applies, the Blocker Member shall also be deemed to have borrowed funds as a Member Loan (as defined in the Blocker Member LLC Agreement) from the Brookfield Blocker Owner in a corresponding amount and on equivalent terms; provided, further, that, in accordance with Section 4.2(e) of the Blocker Member LLC Agreement, any funds used by the Company to repay the Member Loan shall be used exclusively by the Blocker Member to repay the corresponding Member Loan issued by the Blocker Member to the Brookfield Blocker Owner. With respect to the amount of any Member Loans deemed to be issued pursuant to this Section 7.8(c), the Company shall promptly issue a Funding Request Notice pursuant to Section 4.2 and use the proceeds thereof, if any, to repay the Member Loans deemed to be issued pursuant to this Section 7.8(c).

(d) If the GATX Member reasonably determines that a default by any member of the Company Group with respect to any Indebtedness of the Company Group would be reasonably likely to occur without the contribution by the Members to the Company of additional capital, then, upon notice thereof from the GATX Member to the Company, the Board shall consider such request and, if the Board, with Unanimous Member Approval pursuant to Article VI hereof, agrees with such determination of the GATX Member, the Board shall direct the Company to provide a Funding Request Notice to the Members in which the Members may elect to participate as set forth in Section 4.2. If either the Board and/or the Blocker Member does not approve the issuance of the Funding Request Notice referred to in the foregoing sentence within ten (10) days following its receipt of such notice from the GATX Member, then the GATX Member may provide to the Company funds in an aggregate amount that the GATX Member reasonably believes would prevent such default by any member of the Company Group with respect to any Indebtedness of the Company Group, and any funds so contributed by the GATX Member to the Company shall be deemed to be a Member Loan in such amount for all purposes hereunder, which Member Loan will have a term of five (5) years, be prepayable in whole or in part by the Company Group at any time without penalty, and shall bear interest at the then-current interest rate payable on a five (5) year treasury note as published by the Federal Reserve Board plus three percent (3%).

Section 7.9 Related Party Transactions. In the event the Company or a Member becomes aware of any material breach or material default by a Member or its Affiliates or any member of the Company Group under any Related Party Transaction (a “Related Party Transaction Default”), the Company or such Member, as applicable, shall promptly, but in any event within five (5) Business Days after becoming aware of such Related Party Transaction Default, send a written notice (a “Related Party Transaction Default Notice”) to the Members and the Company, if applicable, setting forth in reasonable detail the nature of such Related Party Transaction Default and the reasonable estimate of the current and future anticipated losses associated with such Related Party Transaction Default with supporting calculations (to the extent feasible to make a reasonable estimate at such time). After delivery of such Related Party Transaction Default Notice to the Members, the Company (and, if the Company did not provide the Related Party Transaction Default Notice, the applicable Member) shall promptly provide the Member that is not affiliated with such Related Party Transaction with any additional information reasonably requested by such Member relating to the Related Party Transaction Default. The defaulting party under such Related Party Transaction shall have thirty (30) days to fully cure any monetary or non-monetary Related Party Transaction Default, subject to and consistent with applicable Law. In the event that any material alleged Related Party Transaction Default is not timely cured in accordance with the preceding sentence, the Member that is not affiliated with the applicable Related Party Transaction shall have the sole right to cause the Company and its Subsidiaries to take, or refrain from taking, any actions in connection with the enforcement of or compliance with the rights or obligations of the Company or any of its Subsidiaries under the terms of the applicable Related Party Transaction, including the commencement of any action, suit, proceeding or other action on behalf of the Company or any of its Subsidiaries.

Section 7.10 Railcar Marks. To the extent that Brookfield Blocker Owner or any of its Affiliates requires a license to any of the Transferred Reporting Marks (as defined in the Purchase Agreement) to operate the business associated with the B Buyer Transferred Assets (as defined in the Purchase Agreement) or any portion thereof, the Company hereby agrees to grant Brookfield Blocker Owner and its Affiliates a non-exclusive, Royalty-Free, fully paid-up, transferable and sublicensable license to the Transferred Reporting Marks with respect to the same. Without limiting the generality of the foregoing, and to the extent necessary, as promptly as practicable after the Effective Date, the Members shall cause the Company to enter into an industry-standard mark license agreement with the LTL Owners to grant to the LTL Owners a Royalty-Free license consistent with the previous sentence to use the marks set forth on Schedule 6 to the Management Services Agreement.

ARTICLE VIII

TAX MATTERS

Section 8.1 Tax Classification. The Members intend that the Company shall be treated as a partnership for U.S. federal income (and applicable state and local income and franchise) Tax purposes. Each Member and the Company shall file all Tax Returns, and otherwise take all Tax and financial reporting positions, in a manner consistent with such treatment. Neither the Members nor the Company shall make any election under Treasury Regulations Section 301.7701-3, or any comparable provisions of state or local law, to treat the Company as an entity other than a partnership for U.S. federal income Tax (or applicable state or local income or franchise Tax purposes).

Section 8.2 Partnership Representative. Unless otherwise determined by the Board, the Manager is hereby designated the Partnership Representative of the Company and its Subsidiaries, and is hereby directed and authorized to take whatever steps it, in its reasonable discretion, deems necessary or desirable to perfect such designation, including filing any forms or documents with the IRS or any other Taxing Authority, taking such other action as may from time to time be required under the Treasury Regulations and directing the Board to take or approve any of the foregoing actions. If a Designated Individual is required to be appointed under the Partnership Audit Rules, the Partnership Representative shall designate the individual to serve as the Designated Individual and such Designated Individual shall be subject to replacement by the Partnership Representative in accordance with the Code and the Treasury Regulations. Any Person that the Partnership Representative designates to interact with the IRS or any other Taxing Authority shall be treated as, and subject to the requirements and obligations of, the Partnership Representative for purposes of this Section 8.2. Each Member shall use reasonable efforts to take all actions required to cause such designations to be effective under the Partnership Audit Rules.

(a) Subject to Section 6.1, the Partnership Representative shall be authorized to manage any audit, examination or other administrative or judicial proceeding relating to any Tax matters of the Company and its Subsidiaries; provided, that the Partnership Representative shall (i) diligently conduct any such proceedings in good faith, (ii) promptly notify each Member in writing (1) of the commencement of any tax audit, examination, or other administrative or judicial proceeding and (2) upon the receipt of a notice of final partnership administrative adjustment or final partnership adjustment, (iii) keep each Member reasonably informed of the progress of any audits, examinations or other administrative or judicial proceedings, (iv) consult with the GATX Member and the Blocker Member in connection with any audits, examinations or other administrative or judicial proceedings about strategy and give such Members the opportunity (at the sole cost and expense of such Members) to attend any scheduled meetings with the Taxing Authority in such audit, examination, or other administrative or judicial proceeding, (v) provide each Member with a reasonable opportunity to comment on material written submissions to any Taxing Authority and consider, in good faith, any reasonable comments on such written submissions. Notwithstanding any contrary provisions in this Agreement, to the extent any action or intentional omission by the Partnership Representative in its capacity as a “partnership representative” within the meaning of Section 6223(a) of the Code could reasonably be expected to result in a materially adverse impact on the GATX Member or the Blocker Member (or its Affiliates), then the prior written consent of the GATX Member or the Blocker Member, as applicable, shall be required (which consent shall not be unreasonably withheld, conditioned or delayed).

(b) If the IRS adjusts any items of Company taxable income, gain, loss, deduction or credit for a given year (a “Review Year”), and if the Company is permitted under Section 6226(a) of the Code and Treasury Regulations to either pay Tax at the Company level or to elect to pass the adjustment through to the Members (a “Push-Out Election”), the Board shall determine whether to make a Push-Out Election. If such a Push-Out Election is made, the Company shall furnish to each Member a statement reflecting the Member’s share of the adjusted items as determined in the written notice of final partnership adjustment, and each such Member shall take such adjusted items into account as required under the Partnership Audit Rules and shall be liable for any related interest, penalty, addition to Tax, or additional amounts. Any Member that fails to take such adjusted items into account as required by the immediately preceding

sentence shall indemnify and hold harmless the Company against any Tax collected by any Taxing Authority from the Company as a result of the Member’s failure. In the event a Member (or former Member) fails to pay any amount it is obligated to pay pursuant to this Section 8.2(b) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such Member by such amount; and (iii) such Member (or former Member) shall be liable to the Company for any costs and damages incurred as a result of the delay in payment (without regard to whether the Company could have mitigated any such costs or damages).

(c) In any case where an adjustment of Company taxable income, gain, loss, deduction or credit for a Review Year results in the payment of Tax by the Company (because no Push-Out Election was made or because no Push-Out Election was available), it is intended that the Members shall bear the economic responsibility for the payment of the Tax, penalty and interest paid by the Company in proportion to the manner in which such adjustments made by the IRS or other Taxing Authority would have been allocated to the Members based on their interests in the Company in the Review Year. If the Partnership Representative does not make a Push-Out Election for any reason, and the Company is held directly liable for any additional income Tax, interest, penalty or additional amounts under the Code or other applicable Law as a result of an adjustment to any of the Company’s U.S. federal, state or local Income Tax Returns, each Member shall be required, upon thirty (30) days written demand from the Partnership Representative, to pay the Company its share (as reasonably determined by a certified public accountant engaged by the Partnership Representative on behalf of the Company) of any additional Tax, interest, penalty and additional amounts due (taking into account the effect of any Pull-In Election made by any Member pursuant to Section 8.2(d)). If a Person who was a Member of the Company in the Review Year has withdrawn from the Company, such former Member shall remain obligated to indemnify the Company and the other Members for such former Member’s proportionate share of the Tax, penalties and interest paid by the Company with respect to the Review Year. In the event a Member (or former Member) fails to pay any amount it is obligated to pay pursuant to this Section 8.2(c) by the deadline established by the Board: (i) the unpaid amount shall accrue interest at a rate reasonably determined by the Board; (ii) the Board may reduce subsequent distributions to such Member by such amount; and (iii) such Member (or former Member) shall be liable to the Company for any costs and damages incurred as a result of the delay in payment (without regard to whether the Company could have mitigated any such costs or damages).

(d) The Partnership Representative shall permit all Members who elect in writing to participate in the “pull-in” procedure under Section 6225(c)(2)(B) of the Code and Treasury Regulations thereunder (a “Pull-In Election”). Any Member may participate, and no Member shall be obligated to participate, in any such Pull-In Election. Any economic benefit or burden associated with participating in such procedure will inure to the benefit of or be borne by each Member participating in the procedure to the extent attributable to such Member. No Person shall have the right to require any Member to amend a Tax Return pursuant to Section 6225(c)(2) of the Code nor prevent any Member from doing so, and the Partnership Representative shall take all actions reasonably necessary to effectuate any determination of any Member pursuant to this Section 8.2(d).

(e) Notwithstanding any other provision of this Agreement, (i) any Person who ceases to be a Member shall be treated as a Member for purposes of this Section 8.2 and (ii) the obligations of a Member pursuant to this Section 8.2 shall survive any redemption or Transfer of a Membership Interest and the termination of this Agreement or the dissolution of the Company.

(f) Liability of the Partnership Representative. Any reasonable cost or expenditure incurred by the Partnership Representative in connection with its duties, including the preparation for or pursuance of audits, examinations or administrative or judicial proceedings, will be paid by the Company. To the maximum extent permitted by applicable Law, each of the Company and the Members hereby releases and forever discharges the Partnership Representative from any and all liabilities to the extent caused by or resulting from any act or omission performed or omitted by such Person in its capacity as the Partnership Representative pursuant to this Agreement; provided, however, that the foregoing release and discharge shall not apply to any liability to the extent caused by, or resulting from, a Person’s fraudulent acts, gross negligence or intentional misconduct. In performing its duties related to the Company, the Partnership Representative shall be entitled to rely on information, opinions, reports and statements, including financial statements and other financial data prepared or presented by third parties on behalf of the Company (including legal counsel, accountants and financial advisors), unless such Partnership Representative has knowledge concerning the matter in question that would cause such reliance to be unreasonable.

Section 8.3 Method of Accounting. The books of the Company, for financial reporting purposes, shall each be kept in accordance with GAAP.

Section 8.4 Financial Accounting. Each Member may report the transactions contemplated hereby for financial accounting purposes in such manner as the Member and its accountants may reasonably determine appropriate.

Section 8.5 Tax Returns.

(a) The Company shall prepare, or cause to be prepared, and timely file (on behalf of the Company), taking into account any applicable extensions, all income Tax Returns (including IRS Schedule K-1s (Form 1065)) (in each case, an “Income Tax Return”) required to be filed by the Company and each Subsidiary of the Company. Each Member shall use reasonable efforts to furnish to the Company any pertinent information in its possession relating to the Company’s, or any Subsidiary of the Company’s, operations that is reasonably necessary and requested to enable the Company’s, or any Subsidiary of the Company’s, Income Tax Returns to be timely prepared and filed. The Company shall deliver, or caused to be delivered, to each Member (i) at least fifteen (15) days prior to the date that any individual (or corporation, if earlier) estimated quarterly Tax payments are due, an estimate of the U.S. federal and state income quarterly Tax obligations of each Person who was a Member at any time during such quarter and (ii) as soon as practicable after the end of each Fiscal Year, but in any event within ninety (90) days after the end of each Fiscal Year, a final IRS Schedule K-1 (Form 1065) together with such additional information as may be reasonably necessary and requested by such Member in order to file its (or the Brookfield Group’s) applicable Tax Returns reflecting the Company’s and its Subsidiary’s operations; provided, that a draft of the IRS Schedule K-1 (Form 1065) or any other information reasonably requested by the Blocker Member for purposes of satisfying its (or the Brookfield Group’s) Tax compliance and financial reporting requirements with respect to a Fiscal Year, shall be submitted, as applicable, to the Blocker Member for review and comment as soon

as practicable but in any event no later than thirty (30) days following the close of such Fiscal Year. The Blocker Member shall have sixty (60) days to review and comment on such proposed Income Tax Returns and undisputed and reasonable comments will be incorporated into such Income Tax Returns. If a proposed Income Tax Return is objected to by the Blocker Member within thirty (30) days of receipt, the Manager and Blocker Member shall negotiate in good faith and use reasonable efforts to resolve any dispute in connection with such comments. Copies of filed Income Tax Returns shall be delivered to the Members within thirty (30) days of filing.

(b) Non-Income Tax Returns. The Company shall prepare, or cause to be prepared, and timely file (on behalf of the Company), taking into account any applicable extensions, any Tax Returns required to be filed by the Company and each Subsidiary of the Company that are not Income Tax Return, including Tax Returns related to sales, use, property, and similar Taxes (in each case, a “Non-Income Tax Return”). Each Member shall use reasonable efforts to furnish to the Company any pertinent information in its possession relating to the Company’s, or any Subsidiary of the Company’s, operations that is reasonably necessary and requested to enable the Company’s, or any Subsidiary of the Company’s, Non-Income Tax Returns to be timely prepared and filed. The Company shall furnish to the Blocker Member, by no later than ten (10) days prior to their respective due dates, any material Non-Income Tax Returns proposed to be filed by the Company or any of its Subsidiary’s. The Blocker Member shall have seven (7) days to review and comment on such proposed Non-Income Tax Returns and undisputed and reasonable comments will be incorporated into such Non-Income Tax Returns. If a proposed Non-Income Tax Return is objected to by any the Blocker Member within seven (7) days of receipt, the Manager and Blocker Member shall negotiate in good faith and use reasonable efforts to resolve any dispute in connection with such comments. Copies of filed Non-Income Tax Returns shall be delivered to the Members within thirty (30) days of filing.

(c) Section 754 Election. In connection with a Transfer of a Membership Interest by a Member in accordance with Article V, at the reasonable request of such Member, to the extent a valid election under Section 754 of the Code (and any corresponding provisions of state and local Law) is not in effect for the Company, the Company shall make such election(s) in the prescribed time and manner required for such election(s) to be effective commencing for the Fiscal Year of such Transfer.

Section 8.6 Cooperation. The Company shall provide to the Members such cooperation, documentation and information as any of them reasonably may request in connection with (a) preparing and filing any Tax Return, amended Tax Return or claim for refund, (b) determining a liability for Taxes or (c) preparing for or conducting any Tax audits, controversies, examinations or other administrative or judicial proceedings by any Taxing Authority with respect to the operations of the Company or any Subsidiary of the Company. Without limiting the generality of the foregoing, the Company shall provide to the Blocker Member, within fifteen (15) days following the end of a fiscal quarter, any information reasonably requested by the Blocker Member for purposes of satisfying its (or the Brookfield Group’s) financial reporting requirements with respect to such fiscal quarter (including applicable current and deferred Tax provisions).

Section 8.7 Withholding. Notwithstanding any other provision of this Agreement, the Company shall comply with any withholding requirements under any applicable Law and shall remit amounts withheld to, and file required forms with, the applicable Taxing Authority. Each Member hereby authorizes the Company or an applicable withholding agent to withhold from or pay on behalf of or with respect to such Member any amount of U.S. federal, state, local or non-U.S. Taxes that the Company reasonably determines in good faith is required to be withheld or paid on behalf of such Member with respect to any amount distributable or allocable to such Member pursuant to this Agreement or otherwise attributable to such Member, including Taxes paid or withheld, directly or indirectly, in respect of payments or allocations to the Company to the extent attributable to such Member and including any liability for Taxes, penalties, additions to Tax or interest imposed on or borne by the Company or any of its Subsidiaries with respect to a Member, as reasonably determined by the Board, including under the Partnership Audit Rules or any state or local pass-through entity Tax, whether elective or mandatory. Any amount paid or payable on behalf of or with respect to a Member, including in respect of distributions made pursuant to Section 4.4 or Section 4.5, shall be treated as having been distributed to such Member as an advance against the next distribution(s) that would otherwise be made to such Member, and such amount shall be satisfied by offset from such next distribution or, at the Company’s option, shall be promptly reimbursed to the Company by such Member. Each Member shall furnish the Company with such information as may reasonably be requested by the Company from time to time to determine whether withholding is required, and agrees that if any information or form provided pursuant to this Section 8.7 expires or becomes obsolete or inaccurate in any respect, such Member shall use reasonable efforts to update such form or information. Each Member represents and warrants that any such information and forms furnished by such Member shall be true and accurate and agrees to indemnify the Company from any and all damages, costs and expenses resulting from the filing of inaccurate or incomplete information or forms relating to such withholding Taxes. To the fullest extent permitted by applicable Law, each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against all liability for Taxes (including, without limitation, penalties, additions to Tax, interest and reasonable expenses in connection therewith) imposed on or payable by the Company with respect to any amount distributable or allocable or otherwise attributable to such Member except to the extent such liabilities arise due to the fraud, bad faith, willful misconduct or gross negligence of the Company or other Members. Each Member’s obligations hereunder will survive the dissolution of the Company and the Transfer by such Member of all or any portion of the Membership Interests held by such Member.

ARTICLE IX

LIABILITY; EXCULPATION; INDEMNIFICATION

Section 9.1 Liability; Member Duties. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Covered Person shall be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Covered Person. Except as expressly set forth in this Agreement, each Member acknowledges and agrees that to the fullest extent permitted by Law, no Covered Person shall owe any fiduciary or similar duty to the Company or its Members or any other Person and that each Member, in its capacity as a Member, may decide or determine any matter subject to the approval of such Member pursuant to any provision of this Agreement in the sole and absolute discretion of such Member, and in making such decision or determination such Member shall have no duty, fiduciary or otherwise, to any other Member or to the Company Group, it being the intent of all Members that such Member, in its capacity as a Member, has the right to make such determination solely on the basis of its own interests.

Section 9.2 Exculpation. To the fullest extent permitted by applicable Law, no Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority conferred on such Covered Person by this Agreement, except that a Covered Person shall be liable for any such loss, damage or claim incurred by reason of such Covered Person’s fraud, gross negligence or willful misconduct.

Section 9.3 Indemnification. The Company shall indemnify, defend and hold harmless any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed actions, suits or proceedings by reason of the fact that such Person is or was a Director or Officer, or is or was a Director or Officer serving at the request of the Company as a director, officer or agent of another limited liability company, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, settlements, penalties and fines actually and reasonably incurred by him or her in connection with the defense or settlement of such, action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company; and, with respect to any criminal action or proceeding, either he or she had reasonable cause to believe such conduct was lawful or no reasonable cause to believe such conduct was unlawful; provided, that, in each case, a Person shall only be entitled to indemnification under this Section 9.3 to the extent such Person’s conduct did not constitute fraud, willful misconduct or gross negligence.

Section 9.4 Authorization. To the extent that such present or former Director or Officer has been successful, on the merits or otherwise, in the defense of any action, suit or proceeding referred to in Section 9.3, or in the defense of any claim, issue or matter therein, the Company shall indemnify him or her against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Section 9.3 shall be made by the Company only as authorized in the specific case, upon a determination that indemnification of the present or former Director or Officer is permissible in the circumstances because such present or former Director or Officer has met the applicable standard of conduct. Such determination shall be made, with respect to a Person who is a Director or Officer at the time of such determination, (a) by a majority vote of the Directors who are not parties to such action, suit or proceeding, even with less than a quorum, or (b) if there are no such Directors, or if such Directors so direct, by independent legal counsel in a written opinion, or (c) by the Members. Such determination shall be made, with respect to former Directors and Officers, by any Person or Persons having the authority to act on the matter on behalf of the Company.

Section 9.5 Advancement of Expenses. Expenses (including reasonable attorneys’ fees) incurred by the present or former Director or Officer in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company as authorized in the specific case in the same manner described in Section 9.4, upon receipt of a written affirmation of the present or former Director or Officer that he or she has met the standard of conduct described in Section 9.3 and upon receipt of a written undertaking by or on behalf of him or her to repay such amount if it shall ultimately be determined that he or she did not meet the standard of conduct, and a determination is made that the facts then known to those making the determination shall not preclude indemnification under this Article IX.

Section 9.6 Non-Exclusive Provisions. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled.

Section 9.7 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article IX shall, unless otherwise provided when authorized or ratified, continue as to a Person who has ceased to be a Director or Officer and shall inure to the benefit of his or her heirs, executors and administrators.

Section 9.8 Limitations. Notwithstanding anything contained in this Article IX to the contrary, the Company shall not be obligated to indemnify any Director or Officer (or his or her heirs, executors or personal or legal representatives) or advance expenses in connection with a proceeding (or part thereof) initiated by such Person unless such proceeding (or part thereof) was authorized or consented to by the Board.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

Section 10.1 Members Representations and Warranties. Each Member hereby represents and warrants, severally and not jointly, to the Company and to the other Member as follows:

(a) Such Member is a company duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation or formation, as applicable, with full power and authority to enter into this Agreement and perform all of its obligations hereunder.

(b) The execution and delivery of this Agreement by such Member, and the performance by such Member of its obligations hereunder, have been duly and validly authorized by all requisite action by such Member, and no other proceedings on the part of such Member are necessary to authorize the execution, delivery or performance of this Agreement by such Member.

(c) This Agreement has been duly and validly executed and delivered by such Member, and, assuming that this Agreement is a valid and binding obligation of the other Parties, this Agreement constitutes a valid and binding obligation of such Member, enforceable against such Member in accordance with its terms, except as limited by the application of bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other Laws relating to or affecting creditors’ rights or general principles of equity.

(d) The execution and delivery by such Member of this Agreement, and the performance by such Member of its obligations hereunder, does not (i) violate or breach its Organizational Documents, (ii) violate any applicable Law to which such Member is subject or by which any of its assets are bound, or (iii) result in any breach of or constitute a default (or an event that, with notice or lapse of time or both, would become a default) under any Contract to which such Member is a party or by which any of its assets are bound.

(e) Such Member is, and, to the knowledge of such Member, its employees and agents (in their capacity as such) are, in compliance with all Anti-Corruption Laws and Anti-Money Laundering Laws applicable to such Member.

(f) Such Member is not, and, to the knowledge of such Member, its employees and agents (in their capacity as such) and Affiliates are not, the subject of any investigation, inquiry, complaint, claim or enforcement proceedings by any Governmental Body or any other source regarding any offense or alleged offense under any anti-terrorism laws, Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions, and no such investigation, inquiry, complaint, claim or proceeding is pending or has been threatened in writing, and such Member is not aware of any circumstances that may lead to such an investigation, inquiry, complaint, claim or enforcement proceeding.

(g) The issuance of Membership Interests to such Member will not cause the Company to be considered a “publicly traded partnership,” as such term is defined in Section 7704(b) of the Code and the Treasury Regulations promulgated thereunder.

ARTICLE XI

MISCELLANEOUS

Section 11.1 Notices. Except as otherwise expressly provided herein, all notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted by electronic mail (unless if transmitted after 5:00 p.m. Eastern time or other than on a Business Day, then on the next Business Day) to the address specified below in which case such notice shall be deemed to have been given when the recipient transmits manual written acknowledgment of successful receipt, which the recipient shall have an affirmative duty to furnish promptly after successful receipt, (c) when sent by internationally recognized courier in which case it shall be deemed to have been given at the time of actual recorded delivery, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, to the respective Party at the number, electronic mail address or street address, as applicable, set forth below, or at such other number, electronic mail address or street address as such Party may specify by written notice to the other Parties.

Notices to the Blocker Member:

Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300 ****

Toronto, Ontario M5J 2T3

Attention: Keir Hunt

Email: ***

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street

Houston, Texas 77002

Attention: Eric C. Otness; Ralph E. Perez

Email: ***

Notices to the GATX Member

GATX Corporation

233 S. Wacker Drive

Chicago, IL 60606

Attention: GATX Contract Administration

Email: ***

with a copy to (which shall not constitute notice):

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Attention: William R. Kucera

Email: ***

Notices to the Company:

GABX Leasing LLC

c/o GATX Corporation

233 S. Wacker Dr.

Chicago, IL 60606

USA

And

GABX Leasing LLC

c/o Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300 ****

Toronto, Ontario M5J 2T3

Attention: Keir Hunt

Email: ***

with a copy to (which shall not constitute notice):

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Attention: William R. Kucera

Email: ***

And

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street

Houston, Texas 77002

Attention: Eric C. Otness; Ralph E. Perez

Email: ***

Section 11.2 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided that no Member, nor the Company, shall purport to assign or Transfer all or any of its rights or obligations under this Agreement nor grant, declare, create or dispose of any right or interest in this Agreement in whole or in part except with respect to a Transfer in accordance with the terms of this Agreement, and any attempted or purported assignment hereof not in accordance with the terms hereof shall be void ab initio.

Section 11.3 Waiver of Partition. Each Member hereby waives any right to partition of the Company property.

Section 11.4 Further Assurances. From and after the Effective Date, from time to time, as and when requested by any Party and at such Party’s expense, any other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as such requesting Party may reasonably deem necessary or desirable to carry out the purposes and intent of this Agreement.

Section 11.5 Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement shall be construed to give any Person other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement; provided, that (a) Covered Persons are express third party beneficiaries of Article IX and (b) Brookfield Infrastructure Group LLC and its Affiliates shall be express third party beneficiaries of Section 5.5(b).

Section 11.6 Parties in Interest. This Agreement shall inure to the benefit of, and be binding upon, the Parties and their respective successors, legal representatives and permitted assigns.

Section 11.7 Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and, to the extent permitted and possible, any invalid, void or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid, void or unenforceable term.

Section 11.8 Construction. The language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. The headings of the sections and paragraphs of this Agreement have been inserted for convenience of reference only and shall in no way restrict or otherwise modify any of the terms or provisions hereof.

Section 11.9 Complete Agreement. This Agreement (including any schedules thereto), together with the other agreements between and among the Parties and their Affiliates referenced herein, constitutes the entire agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersedes any prior understandings, agreements or representations by or among the Parties hereto or Affiliates thereof, written or oral, to the extent they relate in any way to the subject matter hereof.

Section 11.10 Amendment; Waiver. Neither this Agreement nor any other Organizational Document of the Company may be amended (whether by merger or otherwise) except in a written instrument signed by each of the Blocker Member and the GATX Member. In the event that the Company issues Membership Interests to one or more Third Parties pursuant to Section 5.6, the Members and the Company shall negotiate in good faith to amend this Agreement to the extent reasonably necessary to reflect such additional Members or changes appropriate to reflect the new respective Percentage Interests of the Members. Any amendment or revision to Schedule 1 that is made by an Officer or a Director solely to reflect information regarding Members or the Transfer or issuance of Membership Interests made in accordance with the terms of this Agreement shall not be considered an amendment to this Agreement and shall not require the approval of the Board, Unanimous Member Approval, or Blocker Member Approval. Any failure or delay on the part of any Party in exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder or otherwise available at law or in equity.

Section 11.11 Governing Law. This Agreement, and any claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements executed and performed entirely within such State without regards to conflicts of law principles of the State of Delaware or any other jurisdiction that would cause the Laws of any jurisdiction other than the State of Delaware to apply.

Section 11.12 Specific Performance. The Parties agree that irreparable damage, for which monetary relief, even if available, shall not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. It is accordingly agreed that (a) the Parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific performance and other equitable relief is an integral part of this Agreement and the business and legal understandings between the Members with respect to the Company, and without that right, none of the Members would have entered into this Agreement. The Parties acknowledge and agree that any Party pursuing an injunction or injunctions or other Order to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 11.12 shall not be required to provide any bond or other security in connection with any such Order. The remedies available to the Parties pursuant to this Section 11.12 shall be in addition to any other remedy to which they may be entitled at law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit any Party from seeking to collect or collecting damages. Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

Section 11.13 Arbitration.

(a) With the exception only of any proceeding seeking interim or provisional relief in order to protect the rights or property of a Party which a Party may elect to pursue in court, all claims or disputes arising out of or relating to this Agreement, not amicably resolved between the Parties shall be finally settled by binding arbitration upon demand by a Party. Such arbitration shall be administered by the International Chamber of Commerce (the “ICC”) utilizing the Rules of Arbitration of the ICC in effect as of the date the arbitration is commenced. The arbitration shall be conducted before a single arbitrator, if the Parties can agree on the one arbitrator. If the Parties cannot agree on a single arbitrator, there shall be a panel of three arbitrators with one chosen by each Member and the third arbitrator selected by the two Members-appointed arbitrators. If a Party fails to appoint an arbitrator within thirty (30) days following a written request by another Party to do so or if the two party-appointed arbitrators fail to agree upon the selection of a third arbitrator, as applicable, within thirty (30) days following their appointment, the additional arbitrator shall be selected by the ICC pursuant to its applicable procedures. Each arbitrator shall be disinterested and have at least twenty (20) years of experience with commercial matters. The arbitrator(s) shall have the power to award any appropriate remedy consistent with the objectives of the arbitration and subject to, and consistent with, all Laws applicable to the Company and its Subsidiaries (including, for the avoidance of doubt, the necessity of obtaining any requisite authorization, approval or consent of any Governmental Body necessary to implement the appropriate remedy). The decision of the one arbitrator or, if applicable, the majority of the three arbitrators, which shall be in writing and state the reasons upon which the award rests, shall be final and binding upon the Parties (subject only to limited review as required by applicable Law). Judgment upon the award of the arbitrator(s) may be entered in any court of competent jurisdiction or otherwise enforced in any jurisdiction in any manner provided by applicable Law. The losing Party shall pay the prevailing Party’s attorney’s fees and costs and the costs associated with the arbitration, including expert fees and costs and the arbitrators’ fees and costs; provided, however, that each Party shall bear its own fees and costs until the arbitrator(s) determine which, if any, Party is the prevailing Party and the amount that is due to such prevailing Party. The arbitration proceedings shall take place in Chicago, Illinois and, for the avoidance of doubt, the arbitration proceedings shall be conducted in the English language.

(b) All discussions, negotiations and proceedings under this Section 11.13, and all evidence given or discovered pursuant hereto, will be maintained in strict confidence by all Parties, except where disclosure is required by applicable Law, necessary to comply with any legal requirements of such Party or necessary or advisable in order for a Party to assert any legal rights or remedies, including the filing of a complaint with a court or, based on the advice of counsel, such disclosure is determined to be necessary or advisable under applicable securities Laws or the rules of any stock exchange on which any of such Party’s securities are traded. Disclosure of the existence of any arbitration or of any award rendered therein may be made as part of any action in court for interim or provisional relief or to confirm or enforce such award.

(c) Any settlement discussions occurring and negotiating positions taken by any Party in connection with the procedures under this Section 11.13 will be subject to Rule 408 of the Federal Rules of Civil Procedure and any equivalent State rule and shall not be admissible as evidence in any proceeding relating to the subject matter of this Agreement.

Section 11.14 Counterparts. This Agreement may be executed in counterparts, and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Parties. The Parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile or electronically transmitted signatures.

Section 11.15 Fair Market Value Determination. Upon request by any Member, so long as such Member holds a Percentage Interest greater than five percent (5.0%), within five (5) Business Days after receiving written notice of the Board’s determination in connection with any determination of Fair Market Value of Membership Interests or other assets under this Agreement (which determination shall be provided by the Company to each Member promptly following the making thereof), the Company shall select a nationally recognized independent valuation firm with no existing or prior business or personal relationship with any Member or any of its Affiliates in the five-year period immediately preceding the date of engagement pursuant to this Section 11.15 (the “Independent Evaluator”) to determine such Fair Market Value. Each of the Company and the requesting Member shall submit their view of the Fair Market Value of the Membership Interests or the relevant asset(s) to the Independent Evaluator, and each party will receive copies of all information provided to the Independent Evaluator by the other party. The final Independent Evaluator’s determination of the Fair Market Value of such Membership Interests or asset(s) shall be set forth in a detailed written report addressed to the Company and the requesting Member within thirty (30) days following the Company’s selection of such Independent Evaluator and such determination shall be final, conclusive and binding. In rendering its decision, the Independent Evaluator shall determine which of the positions of the Company and the requesting Member submitted to the Independent Evaluator is, in the aggregate, more accurate (which report shall include a worksheet setting forth the material calculations used in arriving at such determination), and, based on such determination, adopt either the Fair Market Value determined by the Company or the requesting Member. Any fees and expenses of the Independent Evaluator incurred in resolving the disputed matter(s) will be borne by the party whose positions were not adopted by the Independent Evaluator.

Section 11.16 Certain Definitions. As used in this Agreement, the following terms shall have the meanings ascribed to them below:

“90% Distribution Period Cash Flow Amount” means, with respect to any 90% Distribution Period, (i) the aggregate amount of cash received during such 90% Distribution Period by the Company Group from rental revenue (net of any reclaim, abatement or non-utilization), scrapping activities (net of direct costs and expenses of the Company Group in connection therewith) and casualty proceeds (net of direct costs and expenses of the Company Group in connection therewith), less (ii) without duplication of amounts already deducted in clause (i), the aggregate amount of cash due and payable during such 90% Distribution Period by the Company Group to the Manager pursuant to the Management Services Agreement or otherwise in respect of maintenance and repair and other direct costs such as storage, switching and freight, less (iii) the Applicable Period Tax Amount for such 90% Distribution Period, less (iv) any amounts required to be paid in respect of Indebtedness of the Company Group for such 90% Distribution Period. For the avoidance of doubt, the term “90% Distribution Period Cash Flow Amount” shall exclude any Asset Disposition Net Proceeds received during such 90% Distribution Period.

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) any amounts that such Member is obligated to restore pursuant to this Agreement or is deemed to be obligated to restore pursuant to Treasury Regulations Section 1.704-1(b)(2)(ii)(c) or pursuant to the penultimate sentence of either of Treasury Regulations Sections 1.704-2(i)(5) or 1.704-2(g)(1) shall be treated as added back to the Member’s Capital Account; and (ii) the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) shall be treated as reducing the Member’s Capital Account. The foregoing definition of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Advisors” means, with respect to any Person, the accountants, attorneys, consultants, advisors, investment bankers or other representatives of such Person.

“Affiliate” of any particular Person means any other Person, directly or indirectly, through one or more intermediaries, Controlling, Controlled by or under common Control with such particular Person; provided, however, that (i) the Company Group shall be deemed not to be an “Affiliate” of GATX Member, Blocker Member or any of their respective Affiliates, and GATX Member, Blocker Member and their respective Affiliates shall be deemed not to be an “Affiliate” of the Company and its Subsidiaries, and (ii) any Person who owns a Blocker Unit and their respective Affiliates shall be deemed to be “Affiliates” of the Blocker Member for purposes of the definition of Transfer, Section 2.2(a), Section 2.2(g), Section 2.3, Section 5.2(a), Section 5.4(c), Section Section 7.5(c), Section Section 7.10, Section 8.2(a) and Section 8.5, regardless of whether they Control the Blocker Member.

“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended; (b) the U.K. Bribery Act 2010, as amended; and (c) any other Law concerning or relating to bribery or corruption imposed, administered or enforced by any Governmental Body.

“Anti-Money Laundering Laws” means any Law concerning or relating to money laundering, any predicate crime to money laundering or any record keeping, disclosure or reporting requirements related to money laundering imposed, administered or enforced by any Governmental Body.

“Applicable Period Tax Amount” means the aggregate amount of Taxes either paid or payable by the Company Group due in the ordinary course of business with respect to the operations of the Company Group during a 90% Distribution Period, and including any Canadian or Mexican withholding Taxes payable with respect to any distribution by a Subsidiary of the Company to the Company of any portion of the 90% Distribution Period Cash Flow Amount during such 90% Distribution Period.

“Approved Auditor” means Deloitte LLP, Ernst & Young LLP, PricewaterhouseCoopers LLP or KPMG LLP.

“Asset Disposition” means (a) the sale of any railcar to a Third Party, but (i) excluding any sale in connection with scrapping or resulting from any casualty event or the occurrence of any similar event outside of the control of the Manager as determined by the Board and (ii) including the sale of any railcar (x) to a lessee pursuant to any purchase options granted to such lessee in a lease or (y) to any Person pursuant in connection with any disposition required to obtain any Call Option Regulatory Approval, but only if the Board affirmatively (by majority approval) elects to treat such exercise of such purchase option or disposition as an “Asset Disposition” hereunder and (b) any disposition of railcars made pursuant to Section 8(d) of the Management Services Agreement.

“Asset Disposition Net Proceeds” means, with respect to any Asset Disposition, the gross proceeds actually received by the Company and its Subsidiaries from Third Parties as purchase price in connection therewith, less the direct costs and expenses of the Company and its Subsidiaries incurred in connection therewith.

“Available Cash” means, at any time of determination, (a) the aggregate amount of cash and cash equivalents of the Company and its Subsidiaries at such time plus (b) any liquidity immediately drawable by the Company while maintaining the Leverage Target less (c) any restricted cash required with respect to any Company Indebtedness, less (d) the aggregate outstanding amount of accrued but unpaid interest and current liabilities to repay principal with respect to any Company Indebtedness, less(e) the amount of any Undistributed Asset Disposition Net Proceeds and Indebtedness Payment Reserves at such time, less (f) without duplication of amounts deducted pursuant to clauses (d) and (e), any amounts that the Board reasonably determines are necessary and appropriate to be retained in order to (i) permit the Company and its Subsidiaries to pay their respective obligations as they become due in the ordinary course of

business, including the payment of amounts payable to Manager pursuant to the Management Services Agreement, (ii) maintain the then current and monthly twelve (12)-month pro forma Leverage Target, (iii) fund planned capital expenditures, (iv) maintain an adequate level of working capital, (v) comply with the terms of the Indebtedness of the Company and its Subsidiaries and any Member Loans (including making any required payments of principal or interest in satisfaction of such Indebtedness or Member Loan), (vi) comply with applicable Law or respond to an Emergency Situation and (vii) satisfy any other obligations that the Board reasonably determines could arise in the fiscal quarter following such time of determination. For the avoidance of doubt, if the result of the foregoing calculation is a negative number, there is no Available Cash at such time of determination.

“Blocker Member LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Blocker Member that is executed and delivered pursuant to Section 2.6(c) of the Call Option Agreement, as may be amended from time to time; provided, that for periods prior to the execution and delivery thereof, references herein to the Blocker Member LLC Agreement shall be deemed to be references to the form of such agreement attached as Exhibit A to the Call Option Agreement as if such agreement were in effect at such time.

“Blocker Unit” means a Unit as defined in the Blocker Member LLC Agreement, including those acquired by the GATX Member pursuant to the exercise of a Call Option.

“Brookfield Blocker Owner” means the Brookfield Member (as defined in the Blocker Member LLC Agreement), or its permitted successor.

“Brookfield Blocker Ownership Percentage” means, at any time, the Brookfield Blocker Owner’s relative ownership in the outstanding Blocker Units expressed as a percentage, which shall be deemed to be equal to the number of outstanding Blocker Units that the Brookfield Blocker Owner or its Affiliates owns at such time divided by the total number of Blocker Units of the Blocker Member then outstanding.

“Brookfield Group” means Brookfield Infrastructure and its Affiliates.

“Brookfield Infrastructure” means Brookfield Infrastructure Group LLC.

“Brookfield Permitted Transferee” means any Person in the Brookfield Group.

“Business Day” means any day other than a Saturday, Sunday or a day on which banking institutions located in New York, New York are authorized by applicable Law to be closed.

“Call Option” shall have the meaning given to such term in the Call Option Agreement.

“Call Option Agreement” means that certain Call Option Agreement, dated as of the Effective Date, by and between the Blocker Member and the GATX Member.

“Call Option Closing” has the meaning given to such term in the Call Option Agreement.

“Call Option Closing Date” has the meaning given to such term in the Call Option Agreement.

“Call Option Expiration Date” has the meaning set forth in the Call Option Agreement.

“Call Option Regulatory Approval” means any antitrust, foreign direct investment or other regulatory approvals required for the consummation of a Call Option, including any such approval required pursuant to the Canadian Competition Act and/or the Hart-Scott-Rodino Antitrust Improvements Act.

“Call Option Regulatory Failure Date” has the meaning given to such term in the Call Option Agreement.

“Capital Account” means, with respect to any Member, the capital account maintained for such Member in accordance with the provisions of Section 4.3.

“Capital Contributions” means, with respect to any Member, the amount of money and the initial Tax Book Value of any non-cash property contributed (or deemed contributed) to the Company with respect to the Membership Interests held by such Member.

“Cash on Hand” means, at any time of determination, (a) the aggregate amount of the cash and cash equivalents of the Company and its Subsidiaries at such time, plus (b) any liquidity immediately drawable by the Company while maintaining the Leverage Target less (c) any restricted cash required with respect to any Company Indebtedness, less (d) the aggregate amount of accrued but unpaid interest and current liabilities to repay principal with respect to any Company Indebtedness, less (e) the amount of any Undistributed Asset Disposition Net Proceeds and Indebtedness Payment Reserves at such time. For the avoidance of doubt, if the result of the foregoing calculation is a negative number, there is no Cash on Hand at such time of determination.

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

“Company Group” means the Company and each of its Subsidiaries, collectively.

“Company Group NBV” means an amount equal to the aggregate GAAP book value of all railcar assets of the Company Group (net of accumulated depreciation) determined based upon the most recent balance sheet of the Company.

“Company Minimum Gain” means “partnership minimum gain”, as defined in Treasury Regulations Section 1.704-2(b)(2) with respect to the Company.

“Company Securities” means any or all of the direct equity interests (including, for the avoidance of doubt, the Membership Interests) in the Company, including any preference shares, whether of the same class or a different class, warrants, options, shareholder loans, loan notes, preferred equity instruments, convertible instruments and other analogous instruments with respect to equity interests in the Company.

“Consolidated Percentage Interest” means, at any time of determination, (a) with respect to any reference herein to the GATX Member’s Consolidated Percentage Interest, a percentage equal to (i) the Percentage Interest of the GATX Member plus (ii) the product of (x) the GATX Blocker Ownership Percentage multiplied by (y) the Percentage Interest of the Blocker Member and (b) with respect to any reference herein to the Blocker Member’s or the Brookfield Group’s Consolidated Percentage Interest, a percentage equal to 100% minus the Consolidated Percentage Interest of the GATX Member as calculated pursuant to the preceding clause (a).

“Contract” means any written agreement, arrangement, commitment, indenture, instrument, purchase order, license or other binding agreement.

“Control” (including its correlative meanings, “Controlled by” and “under common Control with”) means, with respect to any Person, directly or indirectly, (a) the right to elect or appoint a majority of the members of the board of directors (or persons performing a similar function) of such Person, (b) the ability to otherwise exercise a majority of the voting rights in respect of the outstanding voting securities of such Person or (c) the ability to otherwise control (singly and not jointly) the management of such person whether by virtue of the terms of its Organizational Documents, contractual rights or otherwise.

“Covered Audit Adjustment” means an adjustment in the amount of any item of income, gain, loss, deduction or credit of the Company, or any Member’s distributive share thereof, to the extent such adjustment results in an Imputed Underpayment.

“Covered Person” means any (a) Member, any Affiliate of a Member or any officers, directors, shareholders, partners, members, employees, representatives or agents of a Member or their respective Affiliates, (b) Director, or (c) employee, officer or agent of the Company or its Affiliates, in each case to the extent any such Person is acting in such capacity in connection with the business of the Company.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income Tax purposes with respect to property for such Fiscal Year, except that (a) with respect to any such property the Tax Book Value of which differs from its adjusted Tax basis for U.S. federal income Tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulations Section 1.704-3(d), Depreciation for such Fiscal Year shall be the amount of book basis recovered for such Fiscal Year under the rules prescribed by Treasury Regulations Section 1.704-3(d)(2), and (b) with respect to any other such property the Tax Book Value of which differs from its adjusted Tax basis at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Tax Book Value as the U.S. federal income Tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted Tax basis. If the U.S. federal income Tax depreciation, amortization or other cost recovery deduction for such Fiscal Year is $0.00, Depreciation with respect to such property shall be determined with reference to such beginning Tax Book Value using any reasonable method selected by the Board.

“Designated Individual” has the meaning given to such term in Treasury Regulations Section 301.6223-1(b)(3) or any successor Treasury Regulations.

“Disposition Value” means an amount equal to the greater of NBV or estimated gross proceeds resulting from the asset being disposed.

“Drag-Along Commencement Date” means the later of (x) first date upon which a Call Option becomes an Expired Call Option or (y) with respect to a Call Option the consummation of which is subject to Call Option Regulatory Approval (as defined in the Call Option Agreement), the Call Option Regulatory Failure Date; provided, that if at any time Make-Up Call Options have been exercised and consummated for all outstanding Expired Call Options, the “Drag Along Commencement Date” shall mean the next subsequent date (if any) upon which a Call Option becomes an Expired Call Option.

“Emergency Situation” means, with respect to the business of the Company and its Subsidiaries, any occurrence or condition that otherwise requires immediate action to prevent an immediate and material threat to the safety of Persons or the operational integrity of, or material damage to, any material assets of, or the business of the Company or its Subsidiaries.

“Equity Consideration” means, with respect to the Subject Securities of the GATX Group or the Brookfield Group, as the case may be, in connection with a ROFO Sale or a Drag-Along Sale, (a) the 100% enterprise value purchase price as stated in the ROFO Notice or Drag-Along Execution Notice, as applicable, less (b) an amount equal to (i) the Indebtedness of the Company Group multiplied by (ii) the Consolidated Percentage Interest represented by such Subject Securities to be acquired as of immediately prior to the closing of the applicable transaction.

“Equity Interest” means any equity interest, including any preference shares, whether of the same class or a different class, warrants, options, shareholder loans, loan notes, preferred equity instruments, convertible instruments and other analogous instruments with respect to any equity interests.

“Expired Call Option” shall have the meaning given to such term in the Call Option Agreement.

“Fair Market Value” means, with respect to any asset (including any Equity Interest), the price at which the asset would change hands between a willing buyer and a willing seller that are not affiliated parties, neither being under any compulsion to buy or to sell, and both having knowledge of the relevant facts and taking into account the full useful life of the asset. In valuing Membership Interests, no consideration of any control, liquidity or minority discount or premium shall be taken into account. Fair Market Value shall be determined by the Board in accordance with the foregoing, subject to Section 11.15.

“FDI Law” means any Law concerning or relating to foreign investment or national security imposed, administered or enforced by any Governmental Body.

“Fiscal Year” means the calendar year, unless the GATX Member is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to the GATX Member’s taxable year.

“Fundamental Representations and Warranties” means representations and warranties by the Transferring Party (i) relating to such Transferring Party’s corporate existence, organization, power and authorization, Organizational Documents or contracts, and title to the Subject Securities and (ii) that no governmental authorizations, approvals, permits or consents are required for an applicable Transfer, there are no winding-up proceedings threatened or in effect, and there is no conflict with laws in respect of such Transfer.

“GAAP” means United States generally accepted accounting principles.

“GABX Canadian Sub” means GABX Ontario Inc.

“GATX Blocker Ownership Percentage” means, at any time, the GATX Member’s relative ownership in the outstanding Blocker Units expressed as a percentage, which shall be deemed to be equal to the number of outstanding Blocker Units that the GATX Member or its Affiliates owns at such time divided by the total number of Blocker Units of the Blocker Member then outstanding.

“GATX Founder Period” means the period beginning on the Effective Date and ending on the earlier of (a) the date that is the fourth (4^th^) anniversary thereof and (b) the twelve (12)-month anniversary of the Call Option Regulatory Failure Date.

“GATX Group” means the GATX Member and its Affiliates.

“GATX Permitted Transferee” means any Person in the GATX Group.

“Governmental Body” means any national, foreign, federal, regional, state, local, municipal or other governmental authority of any nature (including any division, department, agency, commission or other regulatory body thereof) and any court or arbitral tribunal.

“Imputed Underpayment” shall have the meaning ascribed to such term as described in Section 6225 of the Code and the Treasury Regulations promulgated thereunder.

“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person, whether or not contingent, for borrowed money or in respect of any loans or advances, (b) all other indebtedness of such Person evidenced by bonds, debentures, notes or other similar instruments or debt securities (excluding trade accounts payables constituting short term liabilities under GAAP), (c) the maximum amount of all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments, (d) all guarantees of the obligations of any other Person, (e) net obligations of such Person under any hedging arrangement, and (f) any accrued interest, premiums and penalties; provided, that when used with respect to the Company, the term Indebtedness shall exclude any Member Loans.

“Indirect Holder” means, with respect to a Member, any Person that holds Equity Interests directly, or indirectly through another Person, in such Member.

“Inflation Factor” means, with respect to any Fiscal Year, the percentage change in the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of such Fiscal Year, relative to the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of the preceding Fiscal Year. For the avoidance of doubt, if the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of the preceding Fiscal Year exceeds the Producer Price Index for final demand, as published by the U.S. Bureau of Labor Statistics on the earliest date following the commencement of such Fiscal Year, then the Inflation Factor shall be a negative percentage.

“IRS” means the Internal Revenue Service.

“Law” means any (a) law (statutory, common, or otherwise), rule, regulation, code or ordinance enacted, adopted, promulgated or applied by any Governmental Body and (b) any other Order.

“Lease Restructuring” means the restructuring of any lease or group of leases (which may include entry into new leases in connection with such restructuring).

“Leverage Policy” means seeking to optimize the leverage of the Company and its Subsidiaries so that the Leverage Ratio is (a) less than the Leverage Target and (b) greater than seventy percent (70%); provided, that temporary and short-term immaterial deviations from such range shall not constitute a deviation from the Leverage Policy.

“Leverage Ratio” means, as of the date of determination, an amount (expressed as a percentage) equal to (a) the aggregate Indebtedness of the Company and its Subsidiaries at such time of determination divided by (b) the Company Group NBV.

“Leverage Target” means a Leverage Ratio of (i) prior to the date that is the first (1^st^) anniversary of the Closing Date (as defined in the Purchase Agreement), seventy percent (70%) and (ii) thereafter, seventy-four percent (74%) to seventy-five percent (75%).

“Liens” means all liens, mortgages, deeds of trust, pledges, security interests, charges, claims, proxy, voting trust or transfer restriction under any stockholder or similar agreement.

“Lock-Up Period” means the period beginning on the Effective Date and ending on the date that is the tenth (10^th^) anniversary of the Effective Date; provided, however, that in the event that there has been an Event of Default by or with respect to a Member, the Lock-Up Period shall terminate solely with respect to the Member that is not the Defaulting Member.

“LTL Management Services Agreement” means that certain Management Services Agreement, dated as of December 31, 2025, by and between the GATX Member, Michigan U.S. Holdings LP and certain Affiliates of the Brookfield Blocker Owner.

“LTL Owners” means the “LTL Owners” as defined in the LTL Management Services Agreement.

“Make-Up Call Option” shall have the meaning given to such term in the Call Option Agreement.

“Make-Up Call Option Window” means, (i) with respect to a Drag-Along Sale, within thirty (30) days after receipt by the GATX Member of the Drag-Along Process Launch Notice and (ii) with respect to any sale pursuant to the Brookfield Acquisition Right, within thirty (30) days after receipt by the GATX Member of the Brookfield Acquisition Right Exercise Notice.

“Management Services Agreement” means that certain Management Services Agreement, dated as of the Effective Date, by and between the Manager and the Company.

“Manager” means the GATX Member.

“Material Breach” means (i) with respect to this Agreement and the Blocker Member, a continuing breach by the Blocker Member of any of the following sections hereof: Section 4.2(i), Article V, Section 7.4(e), Section 7.5, Section 7.9, Section 10.1 (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the Blocker Member to perform its obligations under this Agreement), and Section 11.2; (ii) with respect to this Agreement and the GATX Member, a continuing breach by GATX Member of any of the following sections hereof: Section 4.2(i), Article V, Section 7.4(e), Section 7.5, Section 7.8(a), Section 7.9, Section 10.1 (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the GATX Member to perform its obligations under this Agreement), and Section 11.2; (iii) with respect to the Management Services Agreement and the GATX Member, a continuing breach by Manager of any of the following sections thereof: Section 5(g), Section 8, Section 11, Section 12, Section 15(a) and Section 16(a) (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the Manager to perform its obligations under the Management Services Agreement); (iv) with respect to the Call Option Agreement and the GATX Member, a continuing breach by the GATX Member of any of the following sections thereof: Section 2.2(d), Section 3.1, (v) with respect to the Call Option Agreement and the Brookfield Blocker Owner, a continuing breach by the Brookfield Blocker Owner of any of the following sections thereof: Section 2.2(c), Section 2.2(d), Section 2.6(a), Section 2.6(c), Section 4.7 or any representation contained in any Call Option Assignment and Assumption Agreement; (vi) with respect to the Blocker Member LLC Agreement and Brookfield Blocker Owner and its Affiliates, a continuing breach by Brookfield Blocker Owner and its Affiliates of any of the following sections thereof: Section 2.2(a), Section 4.2(d), Section 5.5(a), Article VI, Section 7.2(d), Section 7.3, Section 7.4(b), Section 7.5, Article IX (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the Brookfield Blocker Owner or its applicable Affiliate to perform its obligations under the Blocker Member LLC Agreement), and Section 10.2; and (vii) with respect to the Blocker Member LLC Agreement and GATX Member and its Affiliates, a continuing breach by GATX Member and its Affiliates of any of the following sections thereof: Section 4.2(d), Article VI, Section 7.2(d), Section 7.3, Section 7.5, Article IX (but solely to the extent that a breach thereof would reasonably be excepted to prevent, materially delay or materially impair the ability of the GATX Member or its applicable Affiliate to perform its obligations under the Blocker Member LLC Agreement), and Section 10.2.

“Member” means each of the Blocker Member and the GATX Member, and any Person admitted as an additional member of the Company or a substitute member of the Company pursuant to the provisions of this Agreement, each in its capacity as a member of the Company that owns Membership Interests.

“Member Loan Priority” means, with respect to the interest on or principal of any Member Loan being repaid pursuant to the terms of Section 4.4, the order in which each applicable Member Loan was made to the Company (with the Member Loan with the earliest issuance date having first priority, and then the Member Loan issued on the next earliest date having the next priority, and so on), and if more than one Member Loan was made at the same time, such application shall be pro rata between and among the holders thereof based upon, as applicable, the relative amounts of (a) accrued but unpaid interest or (b) principal on such Member Loans.

“Member Minimum Gain” means “partner nonrecourse debt minimum gain”, as defined in Treasury Regulations Section 1.704-2(i)(2).

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4).

“Member Nonrecourse Deductions” means “partner nonrecourse deductions” as defined in Treasury Regulations Sections 1.704-2(i)(1) and 1.704-2(i)(2).

“Membership Interests” means membership interests of the Company.

“Minimum Required Drag-Along Price” means, as of the date of any Drag-Along Execution Notice, (a) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is less than two (2) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to the Company Group NBV as of the date of such Drag-Along Execution Notice, (b) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is more than two (2) years but less than three (3) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to 90% of the Company Group NBV as of the date of such Drag-Along Execution Notice, (c) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is more than three (3) years but less than four (4) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to 80% of the Company Group NBV as of the date of such Drag-Along Execution Notice and (d) if the earliest Call Option Expiration Date related to an Expired Call Option for which a Make-Up Call Option has not been exercised is more than four (4) years before the date of such Drag-Along Execution Notice, a purchase price, expressed on a 100% enterprise value basis, equal to 70% of the Company Group NBV as of the date of such Drag-Along Execution Notice.

“Modification Expenditure” means any expense that has the effect of changing the American Association of Railroads’ mechanical designation of a railcar.

“NBV” means, with respect to any asset being disposed, the GAAP book value of such asset (net of accumulated depreciation) determined based upon the most recent balance sheet of the Company.

“New Company Securities” means any Membership Interests or other Company Securities issued or contemplated to be issued after the Effective Date, but excluding any Member Loans.

“Nonrecourse Deductions” as defined in Treasury Regulations Section 1.704-2(b)(1).

“Nonrecourse Liability” as defined in Treasury Regulations Section 1.704-2(b)(3).

“OFAC” means the U.S. Office of Foreign Assets Control.

“Order” means any judgment, order, injunction, decree, ruling, writ or arbitration award of any Governmental Body or any arbitrator.

“Organizational Documents” means, with respect to any corporation, its articles or certificate of incorporation, memorandum or articles of association and bylaws or documents of similar substance; with respect to any limited liability company, its articles of association, articles of organization or certificate of organization, formation or association and its operating agreement or limited liability company agreement or documents of similar substance; with respect to any limited partnership, its certificate of limited partnership and partnership agreement or documents of similar substance; and with respect to any other entity, documents of similar substance to any of the foregoing.

“Partnership Audit Rules” means the new partnership audit rules enacted under the Bipartisan Budget Act of 2015, Sections 6221 through 6241 of the Code, including any amendments thereto or other Code provisions with respect to the same subject matter as Sections 6221 through 6241 of the Code, and any regulations promulgated under any such Sections and any administrative guidance with respect thereto and any analogous provision of state or local law.

“Partnership Representative” means the Person then designated by the Board to act on behalf of the Company as the “partnership representative” within the meaning of that term in Section 6223 of the Code and any Treasury Regulations (and any analogous provision of state or local law) and shall also include the Person through whom a Partnership Representative acts.

“Percentage Interest” means, in respect of any Member, their relative ownership in the outstanding Membership Interests at the relevant time, expressed as a percentage which equals the number of outstanding Membership Interests that such Member directly owns divided by the total number of Membership Interests then outstanding.

“Permitted Transferee” means a GATX Permitted Transferee or Brookfield Permitted Transferee, as the context requires.

“Persons” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Body.

“Preemptive Right Share” means a ratio of (a) the number of Membership Interests held by such Member with Preemptive Rights, to (b) the total number of Membership Interests then outstanding immediately prior to the issuance of New Company Securities giving rise to the Preemptive Rights.

“Pro Rata Funding Amount” means, with respect to a Member and an Additional Funding Request, an amount equal to (a) the Consolidated Percentage Interest of such Member multiplied by (b) the aggregate amount of the Requested Funding Amount set forth in such Additional Funding Request.

“Profits” or “Losses” means, for each Fiscal Year, an amount equal to the Company’s taxable income or loss (as the case may be) for such Fiscal Year, determined in accordance with Section 703(a) of the Code (but including in taxable income or loss, for this purpose, all items of income, gain, loss, expense, or deduction required to be stated separately pursuant to Section 703(a)(1) of the Code), with the following adjustments: (a) any income of the Company exempt from U.S. federal income Tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition will be taken into account in computing such taxable income or loss; (b) any expenditures of the Company described in Section 705(a)(2)(B) of the Code (or treated as expenditures described in Section 705(a)(2)(B) of the Code pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(i)) and not otherwise taken into account in computing Profits or Losses pursuant to this definition will be taken into account in computing such taxable income or loss; (c) in the event the Tax Book Value of any Company asset is adjusted in accordance with clause (b) or (c) of the definition of “Tax Book Value,” the amount of such adjustment will be taken into account as gain (if the adjustment increases the Tax Book Value of the asset) or loss (if the adjustment decreases the Tax Book Value of the asset) from the disposition of such asset for purposes of computing Profits or Losses; (d) gain or loss resulting from any disposition of any asset of the Company with respect to which gain or loss is recognized for U.S. federal income Tax purposes will be computed by reference to the Tax Book Value of the asset disposed of, notwithstanding that the adjusted U.S. federal income Tax basis of such asset differs from its Tax Book Value; (e) in lieu of the depreciation, amortization and other cost recovery deductions taken into account in computing such taxable income or loss, Depreciation for such Fiscal Year will be taken into account; (f) to the extent that an adjustment to the adjusted U.S. federal income Tax basis of any Company asset pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment will be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and will be taken into account for purposes of computing Profits or Losses; and (g) notwithstanding any other provision of this definition, any items that are specially allocated pursuant to this Agreement will not be taken into account in computing Profits or Losses. The amounts of the items of Company income, gain, loss, expense, or deduction available to be specially allocated hereunder shall be determined by applying rules analogous to those set forth in clauses (a) through (f) of this definition.

“Related Party Transaction” means any transaction between the Company Group, on the one hand, and the GATX Member or the Blocker Member or any of their respective Affiliates, on the other hand, other than (a) any transaction expressly provided for by the Management Services Agreement, (b) the use by the GATX Member of its repair shops and other facilities for the repair and maintenance of rolling stock owned by the Company Group and the performance of the GATX Member’s obligations under the Management Services Agreement and (c) any Brookfield Acquisition Right.

“Representatives” means the directors, officers, employees, agents and Advisors of a Party.

“Royalty-Free” means, with respect to the marks license agreement contemplated by Section 7.10, that such license is provided without royalties, fees or costs to the LTL Owners; provided, that such license agreement shall provide for reimbursement by the LTL Owners to the Company (at cost and without mark-up) for any marks fees payable by the Company to third parties relating to railcars managed by GATX Member on behalf of the LTL Owners pursuant to the LTL Management Services Agreement.

“Sanctioned Person” means a Person named on the list of Specially Designated Nationals or Blocked Persons maintained by OFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/index.html, or as otherwise published from time to time or any other Sanctions-related list of designated Persons maintained by an applicable Governmental Body described in the definition of “Sanctions.”

“Sanctions” means any sanctions imposed, administered or enforced from time to time by OFAC, the U.S. Department of State, Her Majesty’s Treasury, the United Nations, the European Union or any agency or subdivision of any of the foregoing, including any regulations, rules and executive orders issued in connection therewith.

“Securities” means (a) with respect to the GATX Member, any (i) Company Securities and (ii) Blocker Units, in each case held by the GATX Group, and (b) with respect to the Blocker Member, any (i) Company Securities and (ii) Blocker Units, in each case held by the Brookfield Group.

“Subject Securities” means (i) with respect to the GATX Member, the Company Securities and Blocker Units, in each case held by the GATX Group; and (ii) with respect to the Blocker Member, the Blocker Units held by the Brookfield Blocker Owner.

“Subsidiary” means, with respect to any Person, any entity of which a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or any partnership, association or other entity of which a majority of the partnership or other similar ownership interest is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof. For purposes of this definition, a Person is deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person is allocated a majority of the gains or losses of such partnership, limited liability company, association or other entity or is or controls the managing director or general partner of such partnership, limited liability company, association or other business entity. Notwithstanding the foregoing, for purposes of this Agreement, neither the Company nor Blocker Member shall be deemed to be Subsidiaries of GATX Member or its Affiliates.

“Tax” or “Taxes” means any and all U.S. federal, state, provincial, local, non-U.S. or other taxes, levies, fees, imposts, duties and similar governmental charges (including any interest, fines, assessments, penalties, deficiency assessments or additions to tax imposed in connection therewith or with respect thereto) including (a) taxes imposed on, or measured by, net income, gross income, franchise, profits or gross receipts and (b)ad valorem, value added, capital gains, sales, goods and services, use, real or personal property (tangible and intangible), capital stock, license, branch, payroll, withholding, employment, social security (or similar), unemployment, disability, occupational, abandoned or unclaimed property (escheat), excise, compensation, utility, severance, production, stamp, registration, occupation, premium, windfall profits, excess profits, fuel, gas import, environmental, transfer and gains, lease, service, service use, alternative or add on minimum and estimated taxes and customs duties.

“Tax Book Value” means, with respect to any asset, such asset’s adjusted basis for U.S. federal income Tax purposes, except as follows: (a) the initial Tax Book Value of any asset (other than cash) contributed by a Member to the Company will be the gross Fair Market Value of such asset as of the date of such contribution; (b) the Tax Book Value of all Company assets will be adjusted to equal their respective gross Fair Market Values as of the following times: (i) the contribution of more than a de minimis amount of assets to the Company by a new or an existing Member as consideration for any Membership Interest; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company assets as consideration in respect of any Membership Interest of such Member; (iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g); (iv) in connection with the grant of any Membership Interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a member capacity, or by a new Member acting in a member capacity or in anticipation of being a Member; and (v) the acquisition of any Membership Interest in the Company upon the exercise of a non-compensatory option in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(s); provided, however, that adjustments pursuant to clauses (i), (ii), (iv) and (v) of this sentence will be made only if the Board reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company; (c) the Tax Book Value of any Company asset distributed to any Member will be the gross Fair Market Value of such asset on the date of distribution; (d) the Tax Book Values of the Company assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Section 734(b) or Section 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m) and clause (f) of the definition of “Profits” and “Losses” or Section 4.8(b)(vii); provided, however, that Tax Book Values will not be adjusted to the extent that an adjustment pursuant to clause (b) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d); and (e) if the Tax Book Value of any Company asset has been determined or adjusted pursuant to clause (a), (b) or (d) above, such Tax Book Value will thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses (and not by the depreciation, amortization or other cost recovery deductions allowable with respect to that asset for U.S. federal income Tax purposes).

“Tax Return” means any return, declaration, claim for refund, report, election, form, statement, information return or other document (including attachments, schedules or any related or supporting information or any amendments) filed or supplied or required to be filed or supplied to any Taxing Authority with respect to Taxes of any kind or nature.

“Taxing Authority” means any Governmental Body responsible for or having jurisdiction over the administration, determination, collection or the imposition of any Tax.

“Third Party” means, with respect to a Member, another Person that is not another Member or an Affiliate of a Member.

“Transfer” means (i) when used in relation to the term “Company Securities”, any sale, assignment, transfer, pledge, encumbrance, hypothecation or other similar arrangement or disposal of a Company Security or any legal or beneficial interest therein, whether voluntarily, involuntarily or by operation of applicable Law, including by the entry into any contract, option or other arrangement, or the granting or imposition of any Lien that gives any Person other than the Member, whether or not upon the occurrence or nonoccurrence of an event, the right to acquire any Company Securities or any legal or beneficial interest therein, to vote any Company Securities, or to require that any Company Securities be transferred, whether voluntarily, involuntarily or by operation of applicable Law; and (ii) when used in relation to any other Equity Interest, any sale, assignment, transfer, pledge, encumbrance, hypothecation or other similar arrangement or disposal of such Equity Interest or any legal or beneficial interest therein, whether voluntarily, involuntarily or by operation of applicable Law, including by the entry into any contract, option or other arrangement, or the granting or imposition of any Lien that gives any Person other than the holder thereof, whether or not upon the occurrence or nonoccurrence of an event, the right to acquire such Equity Interest or any legal or beneficial interest therein, to vote such Equity Interest, or to require that such Equity Interest be transferred, whether voluntarily, involuntarily or by operation of applicable Law. Notwithstanding the foregoing, in no event shall any of the following constitute a “Transfer” for any purpose under this Agreement: (a) any purchase, sale, trading or issuance of units or other securities of a Member or its Affiliates whose securities are traded on a public exchange, or (b) any purchase, sale, transfer or issuance of any interest in any investment fund managed by Brookfield Asset Management Ltd. or its Affiliates or the admission of any new partner to any investment fund managed by Brookfield Asset Management Ltd. or its Affiliates.

“Transferring Party” means (i) with respect to the GATX Group, GATX Member (with respect to Company Securities) together, if applicable, with its Affiliate that holds Blocker Units (with respect to such Blocker Units), and (ii) with respect to the Brookfield Group, Brookfield Blocker Owner with respect to the Blocker Units owned by it.

“Unbudgeted Discretionary Expenditure” has the meaning set forth in the Management Services Agreement.

“Undistributed 90% Cash Amount” means, at any time of determination, the amount by which (i) the aggregate 90% Distribution Period Cash Flow Amount received by the Company Group prior to such time of determination from all 90% Distribution Periods exceeds (ii) distributions made by the Company to the Members pursuant to Sections 4.4(a)(i), 4.4(b)(ii)(2) and 4.4(c)(i).

“Undistributed Asset Disposition Net Proceeds” means, at any time of determination, the amount (if any) by which (i) the aggregate Asset Disposition Net Proceeds received by the Company Group prior to such time of determination exceeds (ii) the aggregate amount paid and distributed pursuant to 4.4(b).

Section 11.17 Terms Defined Elsewhere in this Agreement. As used in this Agreement, the following terms shall have the meanings ascribed to them in the sections indicated:

Term	Section
90% Commencement Date		4.4(e)
90% Distribution Period		4.4(e)
90% Distribution Period Cash Flow Amount		11.16
Act		11.16
Additional Funding Request.		4.2(a)
Adjusted Capital Account Deficit		11.16
Advisors		11.16
Affiliate		11.16
Affiliates		11.16
Agreement		Preamble
Annual Budget		7.7(a)
Anti-Corruption Laws		11.16
Anti-Money Laundering Laws		11.16
Applicable Period Tax Amount		11.16
Approval Date		7.7(b)
Approved Auditor		11.16
Asset Disposition		11.16
Asset Disposition Net Proceeds		11.16
Audit and Risk Committee		2.11(b)
Available Cash		11.16
Blocker Member		Preamble
Blocker Member Approval		6.2
Blocker Member LLC Agreement		11.16
Blocker Unit		11.16
Board		2.1
Brookfield Acquisition Right		5.5(b)
Brookfield Acquisition Right Exercise Notice		5.5(j)
Brookfield Blocker Owner		11.16
Brookfield Blocker Ownership Percentage		11.16
Brookfield Group		11.16
Brookfield Infrastructure		11.16
Brookfield Permitted Transferee		11.16
Budget Deadlock		7.7(c)
Business Day		11.16
Business Plan		7.7(a)
Call Option		11.16
Call Option Agreement		11.16
Call Option Closing		11.16
Call Option Closing Date		11.16
Call Option Regulatory Approval		11.16
Call Option Regulatory Failure Date		11.16
Capital Account		11.16
Capital Contributions		11.16
Cash on Hand		11.16
Chairperson		2.2(f)

Code	11.16
Company	Preamble
Company Business	1.3(a)
Company Group	11.16
Company Group NBV	11.16
Company Minimum Gain	11.16
Company Securities	11.16
Compliant Member	2.2(e)(ii)
Confidential Information	7.5(a)
Consolidated Percentage Interest	11.16
Contract	11.16
Control	11.16
Controlled by	of ‘Control’
Corporate Opportunity	7.3(b)
Covered Audit Adjustment	11.16
Covered Person	11.16
Defaulting Member	3.1(a)
Depreciation	11.16
Designated Alternate	2.2(g)
Designated Individual	11.16
Director	2.1
Disposition Value	11.16
Drag Along Commencement Date	11.16
Drag-Along Buyer	5.5(a)
Drag-Along Commencement Date	11.16
Drag-Along Execution Notice	5.5(c)
Drag-Along Process Launch Notice	5.5(b)
Drag-Along Right	5.5(a)
Drag-Along Sale	5.5(a)
Dual Hat Person	7.5(b)(iii)
Effective Date	Preamble
Electing Member	4.2(d)
Election Amount	4.2(d)
Election Notice	4.2(d)
Emergency Situation	11.16
Equity Consideration	11.16
Equity Interest	11.16
Event of Default	3.1(a)
Event of Dissolution	3.2(a)
Expired Call Option	11.16
Fair Market Value	11.16
FDI Law	11.16
Fiscal Year	11.16
Fundamental Representations and Warranties	11.16
Funding Request Notice	4.2(a)
GAAP	11.16

GABX Canadian Sub	11.16
GATX Blocker Ownership Percentage	11.16
GATX Founder Period	11.16
GATX Group	11.16
GATX Member	Preamble
GATX Permitted Transferee	11.16
Governmental Body	11.16
Guaranty Payment	7.8(b)
ICC	11.13(a)
Imputed Underpayment	11.16
Income Tax Return	8.5(a)
Indebtedness	11.16
Indebtedness Payment Reserves	4.4(b)(i)
Independent Evaluator	11.15
Indirect Holder	11.16
Inflation Factor	11.16
Initial Capital Contributions	4.1
Initial LLC Agreement	Recital 1
Investors Agreement	Recital 3
IRS	11.16
Law	11.16
Lease Restructuring	11.16
Leverage Policy	11.16
Leverage Ratio	11.16
Leverage Target	11.16
Liens	11.16
Lock-Up Period	11.16
Losses	11.16
Majority Member	2.2(c)(iii)
Make-Up Call Option	11.16
Make-Up Call Option Window	11.16
Management Services Agreement	11.16
Manager	11.16
Material Breach	11.16
Member	11.16
Member Loan	4.2(c)
Member Loan Priority	11.16
Member Loans	4.2(c)
Member Minimum Gain	11.16
Member Nonrecourse Debt	11.16
Member Nonrecourse Deductions	11.16
Membership Interests	11.16
Modification Expenditure	11.16
NBV	11.16
New Company Securities	11.16
Non-Income Tax Return	8.5(b)

Nonrecourse Deductions	11.16
Nonrecourse Liability	11.16
Non-Transferring Member	5.3(a)
OFAC	11.16
Officer	2.12(a)
Officers	2.12(a)
Order	11.16
Organizational Documents	11.16
Outstanding Preemptive Right Share	5.6(b)
Outstanding Preemptive Right Share Notice	5.6(b)
Parent Guarantor	7.8(b)
Parties	Preamble
Partnership Audit Rules	11.16
Partnership Representative	11.16
Party	Preamble
Percentage Interest	11.16
Permitted Transferee	11.16
Persons	11.16
Preemptive Right	5.6(a)
Preemptive Right Notice Period	5.6(a)
Preemptive Right Participation Notice	5.6(a)
Preemptive Right Share	11.16
Pro Rata Funding Amount	11.16
Profits	11.16
Pull-In Election	8.2(d)
Purchase Agreement	Recital 2
Push-Out Election	8.2(b)
Regulatory Allocations	4.8(c)
Related Party Transaction	11.16
Related Party Transaction Default	7.9
Related Party Transaction Default Notice	7.9
Removed Director	2.2(d)
Removed Directors	2.2(d)
Representatives	11.16
Requested Funding Amount	4.2(b)(i)
Requested Funding Date	4.2(b)(ii)
Required Funding Amount	4.2(e)
Required Offer	5.3(a)
Review Year	8.2(b)
ROFO Notice	5.3(a)(i)
ROFO Sale	5.3(a)(i)
Sale Period	5.3(a)(ii)
Sanctioned Person	11.16
Sanctions	11.16
Secured Party	5.2(b)
Securities	11.16

Shortfall	4.2(f)(ii)
Shortfall Notice	4.2(f)(ii)
Subject Securities	11.16
Subsidiary	11.16
Tag-Along Buyer	5.4(a)
Tag-Along Notice	5.4(a)
Tag-Along Sale	5.4(a)
Tax	11.16
Tax Book Value	11.16
Tax Return	11.16
Taxes	11.16
Taxing Authority	11.16
Third Party	11.16
Transfer	11.16
Transferor	5.1(b)
Transferring Party	11.16
Unanimous Member Approval	6.1
Underfunding Member	4.2(e)(ii)(2)
Undistributed 90% Cash Amount	11.16
Undistributed Asset Disposition Net Proceeds	11.16

Section 11.18 Other Definitional Provisions. The following shall apply to this Agreement:

(a) Accounting terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement shall control.

(b) The terms “hereof,” “herein” and “hereunder” and terms of similar import are references to this Agreement as a whole and not to any particular provision of this Agreement. Section, clause, schedule and exhibit references contained in this Agreement are references to sections, clauses, schedules and exhibits in or to this Agreement, unless otherwise specified.

(c) Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Where the context permits, the use of the term “or” shall be equivalent to the use of the term “and/or.”

(d) When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a day other than a Business Day, the period in question shall end on the next succeeding Business Day. In addition, notwithstanding any deadline for payment, performance, notice or election under this Agreement, if such deadline falls on a date that is not a Business Day, then the deadline for such payment, performance, notice or election will be extended to the next succeeding Business Day.

(e) Words denoting any gender shall include all genders, including the neutral gender. All definitions set forth herein are deemed applicable whether the words defined are used herein in the singular or the plural, and correlative forms of defined terms have corresponding meanings.

(f) The word “will” will be construed to have the same meaning and effect as the word “shall.” The words “shall,” “will,” or “agree(s)” are mandatory, and “may” is permissive.

(g) All references to “$” and dollars shall be deemed to refer to United States currency unless otherwise specifically provided.

(h) All references to a day or days shall be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided.

(i) Any reference to any Contract shall be a reference to such agreement or Contract, as amended, amended and restated, modified, supplemented or waived.

(j) Any reference to any particular Code section or any Law shall be interpreted to include any amendment to, revision of or successor to that section or Law regardless of how it is numbered or classified; provided, that, for the purposes of the representations and warranties contained herein, with respect to any violation of or non-compliance with, or alleged violation of or non-compliance, with any Code section or Law, the reference to such Code section or Law means such Code section or Law as in effect at the time of such violation or non-compliance or alleged violation or non-compliance.

(k) For all purposes of this Agreement (including the determination of a Member’s Percentage Interest and its entitlement, if applicable, to designate one or more Directors), such Member and its Permitted Transferees (as long as they remain such) shall be deemed to be, and shall be treated as, one and the same Member.

[Remainder of Page Intentionally Left Blank]

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

The Company:
GABX LEASING LLC
By: GATX Corporation, a Member
By:	/s/ Robert Lyons
	Name: Robert Lyons
	Title: President and Chief Executive Officer

[Signature Page to GABX Leasing LLC A&R Limited Liability Company Agreement]

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

GATX Member:
GATX CORPORATION
By:	/s/ Robert Lyons
	Name: Robert Lyons
	Title: President and Chief Executive Officer

[Signature Page toGABX Leasing LLC A&R Limited Liability Company Agreement]

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

Blocker Member:
GABX LEASING HOLDING LLC
By:	/s/ Fred Day
	Name: Fred Day
	Title: President

[Signature Page toGABX Leasing LLC A&R Limited Liability Company Agreement]

Schedule 1

Schedule of Members

[Intentionally Omitted]

Exhibit A

Annual Budget

[Intentionally Omitted]

Exhibit B

Business Plan

[Intentionally Omitted]

Annex A

Audit and Risk Committee

[Intentionally Omitted]

EX-10.4

Exhibit 10.4

EXECUTION VERSION

CALLOPTION AGREEMENT

This Call Option Agreement (this “Agreement”) is made and entered into as of January 1, 2026, by and among Michigan U.S. Holdings LP, a Delaware limited partnership (“Brookfield”), GATX Corporation, a New York corporation (“GATX”), and GABX Leasing Holding LLC, a Delaware limited liability company (the “Company”). Brookfield, GATX and the Company are from time to time referred to herein individual as a “Party” and collectively as the “Parties”.

WHEREAS, as of the date hereof, Brookfield currently owns all of the outstanding limited liability company interests in the Company, which are represented by ten thousand (10,000) Units (as defined in that certain Limited Liability Company Agreement of the Company, dated as of May 23, 2025 (as may be amended, supplemented or modified from time to time, the “Initial Company LLC Agreement”);

WHEREAS, concurrently with, the closing of the first Call Option (as defined below) exercised by GATX, each of Brookfield and GATX shall enter into that certain Amended and Restated Limited Liability Company Agreement of the Company attached hereto as Exhibit A (the “Company LLC Agreement””), which shall admit GATX as a member of the Company and amend and restate the Initial Company LLC Agreement in its entirety; and

WHEREAS, the Parties desire for GATX to be granted twenty-five (25) call options to acquire a number of Units for each call option, in each case, as further set forth in, and in accordance with the terms of, this Agreement.

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

ARTICLE I

DEFINED TERMS

Section 1.1 Defined Terms. Capitalized terms used in this Agreement shall have the meaning ascribed to such terms set forth herein.

ARTICLE II

CALL OPTIONS

Section 2.1 Call Option. Upon the terms and subject to the conditions set forth in this Agreement, Brookfield hereby grants GATX the call options set forth on Annex A hereto (each, a “Call Option”). With respect to each Call Option, Annex A hereto (as updated in accordance with Section 2.8) sets forth (a) the amount of Units subject to such Call Option, (b) the period of time during which GATX shall be entitled, but not obligated, to exercise such Call Option by purchasing all, but not less than all, of such Units (each, an “Exercise Period”) and (c) the exercise price per each Unit subject to such Call Option (the “Unit Exercise Price”). Subject to GATX exercising its right to exercise a Make-Up Call Option in accordance with the terms and conditions set forth in this Agreement, GATX shall only be entitled to exercise a Call Option during the Exercise Period applicable to such Call Option. If a Call Option is not exercised during its applicable Exercise Period and such Exercise Period expires, then such Call Option shall (i) terminate without any further action of any Party (but shall remain subject to Section 2.3 through 2.5) and (ii) be deemed an “Expired Call Option” as provided in clause (i) of the definition thereof.

Section 2.2 Procedures.

(a) To exercise a Call Option, GATX shall deliver to Brookfield an irrevocable written notice (each, a “Call Option Notice”) indicating that GATX wishes to exercise such Call Option by (i) no earlier than the ninetieth (90th) day prior to the expiration of the Exercise Period for such Call Option and (ii) no later than the fifth (5th) Business Day prior to the expiration of the Exercise Period for such Call Option, as indicated on Annex A (the date of such expiration, the “Call Option Expiration Date”). Upon delivery of a Call Option Notice, GATX shall be deemed, without any further action of any other Party, to have exercised such applicable Call Option.

(b) The Call Option Notice shall include (i) the number of Units subject to such Call Option, as determined pursuant to Annex A, (ii) the Unit Exercise Price and Aggregate Exercise Price, each as determined pursuant to this Agreement and (iii) if GATX wishes to exercise one or more Make-Up Call Options pursuant to Section 2.3 in connection with such Exercise Period, (A) each Expired Call Option for which a Make-Up Call Option is being exercised (identified numerically in accordance with the table set forth in Annex A) and (B) for each such Make-Up Call Option being exercised, the Make-Up Exercise Price (as defined in Section 2.5) as calculated in accordance with this Agreement. A sample form of a Call Option Notice that includes the exercise of a Make-Up Call Option is set forth as Annex B.

(c) Subject to (i) receipt of a Call Option Notice in accordance with Section 2.2(b), and (ii) obtaining any antitrust, foreign direct investment or other regulatory approvals required for the consummation of such Call Option, including any such approval required pursuant to the Canadian Competition Act and/or the Hart-Scott-Rodino Antitrust Improvements Act (collectively, as applicable, the “Call Option Regulatory Approvals”), a Call Option shall be consummated in accordance with Section 2.6 on the Call Option Expiration Date (or, to the extent that any Call Option Regulatory Approval is required in connection with the consummation of a particular Call Option, then five (5) Business Days after the receipt of all Call Option Regulatory Approvals); provided, however that if such date on which such Call Option shall be consummated is not a Business Day, such Call Option shall be consummated on the immediately preceding Business Day (the date any Call Option shall be consummated pursuant to the terms and conditions herein, a “Call Option Closing Date”). For the avoidance of doubt, if GATX exercises a Call Option together with Make-Up Call Options, and a Call Option Regulatory Approval applies only to a subset of the Call Options exercised pursuant to the Call Option Notice, the Parties shall proceed to consummate any Call Options not subject to Call Option Regulatory Approvals on the Call Option Closing Date that would otherwise be determined for such Call Options (without application of clause (ii) above) to the extent permitted by applicable Law.

(d) Each Party shall use, and shall cause the Company and the JV Company to use, and shall cause each of their respective controlled Affiliates to use, reasonable best efforts to take, or cause to be taken, any and all actions and to do, or cause to be done, and reasonably cooperate with the other Parties in doing, any and all things necessary, required or advisable so as to obtain any Call Option Regulatory Approvals as promptly as practicable following the exercise of a Call Option, including to the extent applicable: (i) cooperating and preparing as promptly as practicable all documentation to make all filings as promptly as practicable; (ii) promptly notify the other Party of any communication received by such Party from, or given by such Party to, the Federal Trade Commission (the “FTC”), the Antitrust Division of the Department of Justice (the “DOJ”) or any other U.S. or foreign Governmental Entity and of any communication received or given in connection with any proceeding by a Party, in each case, regarding any of the transactions contemplated by the Call Options; (iii) supplying as promptly as reasonably practicable any additional information and documentary material that may be requested in connection with such Call Option Regulatory Approvals; and (iv) responding as promptly as practicable to any inquiries received from, and supplying as promptly as practicable any additional information or documentation that may be requested by, the FTC, the DOJ or any other U.S. or foreign Governmental Entity in connection with any Requisite Regulatory Approvals; provided, that, if permitted under applicable Law, GATX shall have the right, but not the obligation, to seek any Call Option Regulatory Approval prior to the Exercise Period applicable thereto, including making any filings or providing any notices with respect thereto on the basis of a letter of intent or other appropriate preliminary documentation, and following the provision of notice by GATX to Brookfield of the exercise of such right by GATX, the obligations of the Parties set forth in this clause (d) shall apply with respect thereto. The Parties shall work in good faith to jointly develop and execute a strategy with respect to the Call Option Regulatory Approvals. Notwithstanding the foregoing, Brookfield’s obligations under this Section 2.2(d) shall automatically terminate on the date on which Brookfield exercises its Drag-Along Right in accordance with Section 2.2(f)(ii). Each of Brookfield and GATX acknowledges and agrees that the JV Company shall pay all filing fees associated with the filings required by this clause (d).

(e) Notwithstanding anything to the contrary contained herein, none of Brookfield, GATX, the Company or the JV Company, nor any of their respective Affiliates, shall be required to (i) propose, negotiate, commit to, agree to, or effect, by consent decree, hold separate orders or otherwise, the sale, lease, divesture, disposition, or license (or holding separate pending such disposition) of any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses, (ii) take or commit to take or agree to any restrictions or actions that would limit any of their respective freedom of action or operations with respect to, or its or their ability to retain, any assets, operations, rights, product lines, licenses, properties, products, rights, services or businesses, (iii) agree to any other structural or conduct remedy, (iv) agree to enter into, modify or terminate existing contractual relationships, contractual rights or contractual obligations, (v) amend, modify or alter the governance rights (including voting power, consent rights, board of directors nominations or designation rights, board observer rights, and ownership or equity interests) of the JV Company or the Company or their respective Affiliates, or (vi) enter into agreements with, or submit to orders of, the relevant Governmental Entity giving effect thereto or to such restrictions or actions.

(f) From and after a Call Option Regulatory Failure Date, the following provisions shall apply:

(i) Subject to Section 2.2(f)(ii), such Call Option shall be deemed to be an Expired Call Option for purposes of this Agreement and the JV LLC Agreement.

(ii) For purposes of the JV LLC Agreement, (A) the GATX Founder Period shall terminate on the date that is twelve (12) months after the Call Option Regulatory Failure Date unless it has otherwise earlier expired in accordance with the JV LLC Agreement and (B) until the applicable Call Option Regulatory Approval is obtained (1) if GATX has complied in all material respects with Section 2.2(d) and Section 2.2(e), there shall be no 90% Distribution Period (as defined in the JV LLC Agreement) resulting from the failure to consummate such Call Option or the failure to exercise or consummate any subsequently scheduled Call Option, and (2) the Drag-Along Commencement Date (as defined in the JV LLC Agreement) shall be deemed to have occurred as of the Call Option Regulatory Failure Date, but the failure to consummate such Call Option and the failure to exercise or consummate each subsequently scheduled Call Option shall not give rise to any Brookfield Acquisition Right (as defined in the JV LLC Agreement) or any reduction to the Minimum Required Drag-Along Price (as defined in the JV LLC Agreement) below that purchase price (expressed on a 100% enterprise value basis) which is equal to 100% of Company Group NBV (as defined in the JV LLC Agreement); provided, however, that if at any time after such Call Option Regulatory Failure Date the Call Option Regulatory Approval in respect of the applicable Call Option are obtained and GATX exercises and consummates Make-Up Call Options for all Expired Call Options outstanding within thirty (30) days after obtaining such Call Option Regulatory Approval, the Company’s rights pursuant to Section 5.5 of the JV Company LLC Agreement shall be suspended as provided therein.

(iii) In accordance with Section 5.5(c) of the Company LLC Agreement, unless and until any required Call Option Regulatory Approval is obtained, the Company shall not redeem any of Brookfield’s Units in connection with an Asset Disposition.

(g) The Parties agree that the transfer of any Units to GATX pursuant to a Call Option shall be made on an “as is, where is” basis, without representations, warranties, covenants or indemnities by Brookfield, its affiliates or their respective successors and assigns, as applicable, except for the representations and warranties contained in the Form of Call Option Assignment and Assumption Agreement, attached hereto as Exhibit C.

Section 2.3 Make-Up Call Options. If during any Exercise Period there exists one or more Expired Call Options, GATX may (but shall not be obligated to) deliver an irrevocable written notice to Brookfield prior to the expiration of such Exercise Period indicating that GATX wishes to purchase all (but not less than all) of the Units subject to any such Expired Call Option, or all (but not less than all) of the Units subject to multiple or all Expired Call Options, if applicable, in each case on the terms and conditions of this Section 2.3, together with such other information as is required to be included in a Call Option Notice pursuant to Section 2.2(b) for such Make-Up Call Option(s) (any such Call Option Notice that relates to or includes a Make-Up Call Option, a “Make-Up Call Option Notice”). For the avoidance of doubt, GATX may deliver a Make-Up Call Option Notice during an Exercise Period even if it does not exercise the Call Option scheduled for such Exercise Period (in which case such scheduled Call Option shall

become an Expired Call Option on the terms and subject to the conditions of this Agreement). If GATX delivers a Make-Up Call Option Notice pursuant to this Section 2.3, the consummation of the applicable Make-Up Call Option shall be deemed a “Call Option Closing” hereunder and shall be consummated in accordance with Sections 2.2 and 2.6 on the Call Option Closing Date determined pursuant thereto; provided, that the Unit Exercise Price applicable to such Make-Up Call Option shall be determined pursuant to Section 2.5. For the avoidance of doubt, each Expired Call Option shall be subject to a stand-alone Make-Up Call Option that may not be exercised with respect to less than all of the Units originally subject to such Expired Call Option, except to the extent that the number of remaining Units held by Brookfield at such time is less than the number of Units originally subject to such Expired Call Option.

Section 2.4 Drag Along Make-Up Call Option

(a) If Brookfield delivers a Drag-Along Process Launch Notice pursuant to Section 5.5(b) of the JV LLC Agreement or a Brookfield Acquisition Right Exercise Notice pursuant to Section 5.5(j) of the JV LLC Agreement, then notwithstanding anything to the contrary set forth herein, GATX shall have the right to purchase all, but not less than all, of the Units that are then subject to any and all then Expired Call Options (such Units, the “Subject Make-Up Units”) prior to the expiration of the Make-Up Call Option Window that commences upon GATX’s receipt of such Drag-Along Process Launch Notice or Brookfield Acquisition Right Exercise Notice. To exercise a Make-Up Call Option pursuant to this Section 2.4(a), GATX may deliver a Make-Up Call Option Notice at any time during the Make-Up Call Option Window. If GATX delivers a Make-Up Call Option Notice pursuant to this Section 2.4(a), the consummation of the Make-Up Call Option shall be deemed a “Call Option Closing” hereunder and shall be consummated in accordance with Sections 2.2 and 2.6 on the Call Option Closing Date determined pursuant thereto; provided, that the Unit Exercise Price applicable to such Make-Up Call Option shall be determined pursuant to Section 2.5.

(b) If GATX exercises the Make-Up Call Option for all, but not less than all, the Subject Make-Up Units by delivery of a Make-Up Call Option Notice, Brookfield’s rights with respect to a Drag-Along Sale or Brookfield Acquisition Right arising from any outstanding Expired Call Options shall, without any further action of any Party, terminate upon consummation of the purchase of all, but not less than all, the Subject Make-Up Units.

Section 2.5 Exercise Price for Make-Up Call Option Units. With respect to any Units to be purchased by GATX pursuant hereto (a) that are in connection with a Make-Up Call Option or (b) for which the Call Option Closing Date occurs after the applicable Exercise Period expired due to any Call Option Regulatory Approval being required for the purchase of such Units (such Units, the “Make-Up Call Option Units”), the “Make-Up Exercise Price” for a Unit subject to such Make-Up Call Option shall be an amount equal to (i) the original Unit Exercise Price of the associated Expired Call Option plus (ii) an amount equal to the aggregate accrued interest on such Unit Exercise Price for such Make-Up Call Option, and such interest shall accrue (A) beginning on the applicable Call Option Expiration Date until the date that is immediately prior to the date on which such Unit Exercise Price and any accrued interest is paid and (B) in arrears on the applicable Unit Exercise Price at an interest rate equal to six percent (6%) per annum and such interest shall be calculated so that it is capitalized and added to the such Unit Exercise Price (x) on a yearly basis beginning on the date that is one (1) year after the expiration of the applicable Exercise Period and (y) at the time the Make-Up Call Option is exercised, if applicable.

Section 2.6 Call Option Closing; Payment of Exercise Price.

(a) The consummation of a Call Option (each, a “Call Option Closing”) shall take place on the applicable Call Option Closing Date.

(b) At a Call Option Closing, (i) GATX shall deliver by wire transfer of immediately available funds to the account designated by Brookfield in writing at least two (2) days prior to such Call Option Closing (A) an amount equal to the Aggregate Exercise Price of the Call Option, plus (B) if applicable, the Aggregate Make-Up Exercise Price for any Make-Up Call Option Units, as calculated pursuant to Section 2.5 and (ii) each of GATX and Brookfield shall enter into a Call Option Assignment and Assumption Agreement, substantially in the form attached as Exhibit C hereto.

(c) As a condition to, and concurrently with, the Call Option Closing of the first Call Option exercised by GATX, each of Brookfield and GATX shall enter into that certain Company LLC Agreement, which shall admit GATX as a member of the Company and amend and restate the Initial Company LLC Agreement in its entirety.

Section 2.7 JV Company Distribution.

(a) Within sixty (60) days after any Call Option Closing, GATX, Brookfield and the Company shall cause the JV Company to make a distribution (each, a “Call Option Closing Distribution”) to the members of the JV Company in accordance with Section 4.4(c) of the JV Company LLC Agreement.

(b) After receipt of a Call Option Closing Distribution, and within ten (10) Business Days thereafter, the Company shall further make payments and distributions to its members in accordance with Section 5.1(c) of the Company LLC Agreement.

Section 2.8 Amendment of Call Option Terms.

(a) The Parties agree that Annex A will be updated in accordance with this Section 2.8 to reflect the effect of the “Key Inputs” set forth in the Call Option Pricing Worksheet and, as a result, the Unit Exercise Price set forth with respect to each Call Option, upon the earlier of (i) thirty (30) days following the date that the Final Closing Statement (as defined in the Purchase Agreement) becomes final and binding on the parties to the Purchase Agreement (such date, the “Final Determination Date)” or (ii) if the Closing (as defined in the Purchase Agreement) has occurred prior to May 31, 2026, but the Final Determination Date has not occurred by such date, May 31, 2026 (the earlier of (i) or (ii), the “Call Option Price Update Date”).

(b) Brookfield shall accordingly deliver an amended and restated Annex A by the Call Option Price Update Date, updated to reflect the effect of the JV Post Closing Adjustment and the related adjustments to the Unit Exercise Price of each of the Call Options set forth therein (the “Updated Annex A”). The Updated Annex A shall, for Call Options Nos. 1 through 11 set

forth on Annex A, be prepared using the Call Option Pricing Worksheet set forth in the Agreed Annex A Model and on a consistent basis used to prepare the version of Annex A attached as of the date hereof, but using the following inputs: (i) for cell H9, the actual amount of the Initial Capital Contribution (as defined in the Company LLC Agreement) of Brookfield to the Company pursuant to Section 4.1 of the Company LLC Agreement (and subject to Section 2.9 of the Investors Agreement), (ii) for cell H10, the actual Closing Date (as defined in the Purchase Agreement) and (iii) for cell H11 (A) if the Closing Date occurs on or before May 31, 2026, June 30, 2026 or (B) if the Closing Date occurs after May 31, 2026 but prior to May 31, 2027, June 30, 2027. If GATX exercises any of Call Options Nos. 12 through 25 set forth on Annex A or any Make-Up Call Option, GATX shall calculate and deliver in its applicable written notice to Brookfield the Unit Exercise Price or Make-Up Exercise Price, as applicable, in accordance with this Agreement and, with respect to the Make-Up Exercise Price, the Make-Up Call Option Pricing Worksheet set forth in the Agreed Annex A Model, provided, that for any Make-Up Call Option, the pricing for such Make-Up Call Option shall be determined using the Make-Up Call Option Pricing Worksheet set forth in the Agreed Annex A Model using the following inputs: (I) for cell H42, the Call Option Expiration Date for the Call Option to which such Make-Up Call Option relates and (II) for cell H43, the exercise date of the Make-Up Call Option.

(c) In the event that the Closing (as defined in the Purchase Agreement) occurs on or before May 31, 2026 but the Final Determination Date has not occurred by such date, (x) the Unit Exercise Price of Call Option No. 1 shall be calculated based on the Estimated Closing Statement (as defined in the Purchase Agreement), (y) the Updated Annex A required to be delivered under Section 2.8(b) shall be prepared accordingly and (z) if GATX exercises Call Option No. 1, GATX shall deliver to Brookfield the Aggregate Estimated Exercise Price at the Call Option Closing of Call Option No. 1. The Parties acknowledge and agree that, upon the occurrence of the Final Determination Date, Brookfield shall deliver an Updated Annex A in connection with such Final Determination Date, and, within twenty (20) days of such delivery:

(i) if the Unit Exercise Price paid by GATX at the Call Option Closing of Call Option No. 1 (the “Estimated Unit Exercise Price”) is less than the Unit Exercise Price set forth in the Updated Annex A (the “Final Unit Exercise Price”), GATX shall deliver by wire transfer of immediately available funds to the account designated by Brookfield in writing an amount equal to (x) the amount by which the Final Unit Exercise Price exceeds the Estimated Unit Exercise Price multiplied by (y) the number of Units subject to Call Option No. 1.

(ii) if the Estimated Unit Exercise Price is greater than the Final Unit Exercise Price, Brookfield shall deliver by wire transfer of immediately available funds to the account designated by GATX in writing an amount equal to (x) the amount by which the Estimated Unit Exercise Price exceeds the Final Unit Exercise Price multiplied by (y) the number of Units subject to Call Option No. 1.

(d) In the event that the Closing (as defined in the Purchase Agreement) occurs after May 31, 2026 but before May 31, 2027, the Parties shall reflect in the Updated Annex A that the Exercise Period of each Call Option shall occur one (1) year later than that set forth in the version of Annex A attached hereto, such that the Exercise Period for Call Option No. 1 shall be April 1, 2027 through June 30, 2027, the Exercise Period for Call Option No. 2 shall be April 1, 2028 through June 30, 2028, and so on.

(e) By no later than the date that is five (5) Business Days after receipt of the Updated Annex A (the “Annex Dispute Deadline”), GATX may provide written notice to Brookfield disputing Brookfield’s calculation of the Unit Exercise Prices set forth in the Updated Annex A (such notice, an “Annex Dispute Notice”), which shall include reasonable detail regarding GATX’s specific objections. If GATX does not provide an Annex Dispute Notice to Brookfield on or prior to the Annex Dispute Deadline, then the Parties agree that the information set forth in the Updated Annex A shall become final and binding on the Parties. If an Annex Dispute Notice is provided to Brookfield on or prior to the Annex Dispute Deadline, then the Parties shall use commercially reasonable efforts to resolve in good faith the disputed items during the thirty (30)-day period commencing on the date of Brookfield’s receipt of an Annex Dispute Notice (the “Annex Resolution Period”). If the Parties do not agree upon a final resolution with respect to any disputed items set forth in the Annex Dispute Notice within the Annex Resolution Period, then the remaining items in dispute shall be subject to resolution pursuant to Section 4.10.

Section 2.9 Acceleration of Call Options. In the event that the Company is a Defaulting Member (as defined in the JV LLC Agreement) under the JV LLC Agreement, all of the Call Options outstanding as of such time (the “Accelerated Call Options”) shall accelerate and become immediately exercisable by GATX in accordance with the procedures set forth in this Agreement; provided, that the Unit Exercise Price for each Call Option that is so accelerated shall be the Net Present Value Exercise Price with respect to such Call Option as determined as of the date that each such Call Option is exercised pursuant to this Section 2.9. The Exercise Period for such Accelerated Call Options shall begin on the date that the Company becomes a Defaulting Member (as defined in the JV LLC Agreement) and end 180 days thereafter.

Section 2.10 Pre-Exercise Asset Dispositions. In the event that an Asset Disposition (as defined in the Company LLC Agreement) occurs prior to the earlier of (a) the date of the first exercise of a Call Option by GATX or (b) the date of the first expiration of a Call Option, in each case pursuant to this Agreement, the Company shall redeem an amount of Units from Brookfield equal to (i) the amount of the Asset Disposition Net Proceeds (as defined in the JV LLC Agreement) divided by (ii) the Aggregate Exercise Price of Call Option No. 1 as set forth in Annex A (as prepared pursuant to Section 2.8). Notwithstanding the foregoing, if an Asset Disposition occurs prior to the Final Determination Date, the Company shall redeem an amount of Units from Brookfield equal to (A) the amount of the Asset Disposition Net Proceeds (as defined in the JV LLC Agreement) divided by (B) the Aggregate Estimated Exercise Price of Call Option No. 1 as set forth in the Updated Annex A (as prepared pursuant to Section 2.8(b)).

ARTICLE III

TAXSHARING AGREEMENT

Section 3.1 Tax Sharing Agreement. To the extent that the Company becomes a member of GATX’s U.S. consolidated group for U.S. federal income tax purposes, the Parties shall enter into a tax sharing agreement in substantially the form attached hereto as Exhibit B.

ARTICLE IV

MISCELLANEOUS

Section 4.1 Term and Termination. This Agreement shall terminate upon the earlier of the following:

(a) such time GATX and its Affiliates own, directly or indirectly, one hundred percent (100%) of the Units;

(b) if GATX fails to timely exercise the last Call Option available pursuant to the terms and conditions of this Agreement, then the date immediately following the last day of the Exercise Period applicable to such Call Option; and

Section 4.2 Effect of Termination. Upon the effective termination of this Agreement pursuant to Section 4.1, the remainder of the Call Options shall, without any further action of any other Party, automatically terminate and shall no longer be valid or binding or of any force or effect.

Section 4.3 Notices. Except as otherwise expressly provided herein, all notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (a) when personally delivered, (b) when transmitted by electronic mail (unless if transmitted after 5:00 p.m. Eastern time or other than on a Business Day, then on the next Business Day) to the address specified below in which case such notice shall be deemed to have been given when the recipient transmits manual written acknowledgment of successful receipt, which the recipient shall have an affirmative duty to furnish promptly after successful receipt, (c) when sent by internationally recognized courier in which case it shall be deemed to have been given at the time of actual recorded delivery, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in each case, to the respective Party at the number, electronic mail address or street address, as applicable, set forth below, or at such other number, electronic mail address or street address as such Party may specify by written notice to the other Parties.

If to Brookfield:

Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300

Toronto, Ontario M5J 2T3

Attention: Keir Hunt

Email: ***

with a copy (which shall not constitute notice to Brookfield):

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street, Suite 6800

Houston, Texas 77002

Attention: Eric C. Otness; Ralph E. Perez

Email: ***

If to GATX:

GATX Corporation

233 South Wacker Drive

Chicago, Illinois

Attention: GATX Contract Administration

Email: ***

with a copy (which shall not constitute notice to GATX):

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Attention: William R. Kucera

Email: ***

If to the Company:

GABX Leasing Holding LLC

c/o GATX Corporation

233 South Wacker Drive

Chicago, Illinois

Attention: GATX Contract Administration

Email: ***

and

GABX Leasing Holding LLC

c/o Brookfield Infrastructure Group

Brookfield Place

181 Bay Street Suite 300

Toronto, Ontario M5J 2T3

Attention: Keir Hunt

Email: ***

with a copy (which shall not constitute notice to the Company):

Mayer Brown LLP

71 South Wacker Drive

Chicago, Illinois 60606

Attention: William R. Kucera

Email: ***

and

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana Street, Suite 6800

Houston, Texas 77002

Attention:Eric C. Otness; Ralph E. Perez

Email:***

Section 4.4 Fees and Expenses. All costs, fees and expenses incurred in connection with any transaction contemplated by this Agreement, including the costs, fees and disbursements of counsel, financial advisors and accountants, shall be paid by the Party incurring such costs, fees or expenses.

Section 4.5 Entire Agreement. This Agreement including any exhibits and amendments hereto, and the other agreements and documents referred to herein and therein, shall together constitute the entire agreement between Parties with respect to the subject matter hereof and thereof and shall supersede all prior negotiations, agreements and understandings, both written and oral, among the Parties with respect to such subject matter hereof.

Section 4.6 Third Party Beneficiaries. Except as otherwise expressly provided herein, nothing expressed or referred to in this Agreement shall be construed to give any person or entity other than the Parties any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement.

Section 4.7 Assignment(a) . This Agreement shall not be assigned (in whole or in part) by any Party (whether by operation of law or otherwise), without the prior written consent of the other Parties. Subject to the immediately preceding sentence, this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the Parties and their permitted successors and assigns. Any attempted assignment hereof not in accordance with the terms of this Section 4.7 shall be null and void ab initio. Other than in connection with a Drag-Along Sale, any transferee (other than GATX and its Affiliates) of the Units held by Brookfield and its Affiliates shall be bound by all remaining Call Options and any Make-Up Call Options, as applicable, pursuant to the terms and conditions of this Agreement.

Section 4.8 Governing Law. This Agreement, and any claim, action, suit, investigation or proceeding of any kind whatsoever, including a counterclaim, cross-claim or defense, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise under any legal or equitable theory, that may be based upon, arising out of or related to this Agreement or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the internal laws of the State of Delaware applicable to agreements executed and performed entirely within such State without regards to conflicts of law principles of the State of Delaware or any other jurisdiction that would cause the laws of any jurisdiction other than the State of Delaware to apply.

Section 4.9 Specific Performance. The Parties agree that irreparable damage, for which monetary relief, even if available, shall not be an adequate remedy, would occur in the event that any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached. It is accordingly agreed that (a) the Parties shall be entitled to seek an injunction or injunctions, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof without proof of damages or otherwise, this being in addition to any other remedy to which they are entitled under this Agreement, and (b) the right of specific performance and other equitable relief is an integral part of this Agreement and the business and legal understandings between the Parties, and without that right, none of the Parties would have entered into this Agreement. The Parties acknowledge and agree that any Party pursuing an injunction or injunctions or other order to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in accordance with this Section 4.9 shall not be required to provide any bond or other security in connection with any such order. The remedies available to the Parties pursuant to this Section 4.9 shall be in addition to any other remedy to which they may be entitled at law or in equity, and the election to pursue an injunction or specific performance shall not restrict, impair or otherwise limit any Party from seeking to collect or collecting damages. Each of the Parties agrees that it shall not oppose the granting of an injunction, specific performance and other equitable relief on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity.

Section 4.10 Arbitration.

(a) With the exception only of any proceeding seeking interim or provisional relief in order to protect the rights or property of a Party which a Party may elect to pursue in court, all claims or disputes arising out of or relating to this Agreement, not amicably resolved between the Parties shall be finally settled by binding arbitration upon demand by a Party. Such arbitration shall be administered by the International Chamber of Commerce (the “ICC”) utilizing the Rules of Arbitration of the ICC in effect as of the date the arbitration is commenced. The arbitration shall be conducted before a single arbitrator, if the Parties can agree on the one arbitrator. If the Parties cannot agree on a single arbitrator, there shall be a panel of three arbitrators with (x) one chosen by each of Brookfield and GATX and (y) the third arbitrator selected by the two arbitrators appointed pursuant to the immediately foregoing clause (x). If a Party fails to appoint an arbitrator within thirty (30) days following a written request by another Party to do so or if the two party-appointed arbitrators fail to agree upon the selection of a third arbitrator, as applicable, within thirty (30) days following their appointment, the additional arbitrator shall be selected by the ICC pursuant to its applicable procedures. Each arbitrator shall be disinterested and have at least twenty (20) years of experience with commercial matters. The arbitrator(s) shall have the power to award any appropriate remedy consistent with the objectives of the arbitration and subject to, and consistent with, all laws applicable to the Parties (including, for the avoidance of doubt, the necessity of obtaining any requisite authorization, approval or consent of any governmental authority necessary to implement the appropriate remedy). The decision of the one arbitrator or, if applicable, the majority of the three arbitrators, which shall be in writing and state the reasons upon which the award rests, shall be final and binding upon the Parties (subject only to limited review as required by applicable law). Judgment upon the award of the arbitrator(s) may be entered in any court of competent jurisdiction or otherwise enforced in any jurisdiction in any manner provided by applicable law. The losing Party shall pay the prevailing Party’s attorney’s fees and costs and the costs associated with the arbitration, including expert fees and costs and the arbitrators’ fees and costs; provided, however, that each Party shall bear its own fees and costs until the arbitrator(s) determine which, if any, Party is the prevailing Party and the amount that is due to such prevailing Party. The arbitration proceedings shall take place in Chicago, Illinois and, for the avoidance of doubt, the arbitration proceedings shall be conducted in the English language.

(b) All discussions, negotiations and proceedings under this Section 4.10, and all evidence given or discovered pursuant hereto, will be maintained in strict confidence by all Parties, except where disclosure is required by applicable law, necessary to comply with any legal requirements of such Party or necessary or advisable in order for a Party to assert any legal rights or remedies, including the filing of a complaint with a court or, based on the advice of counsel, such disclosure is determined to be necessary or advisable under applicable securities laws or the rules of any stock exchange on which any of such Party’s securities are traded. Disclosure of the existence of any arbitration or of any award rendered therein may be made as part of any action in court for interim or provisional relief or to confirm or enforce such award.

(c) Any settlement discussions occurring and negotiating positions taken by any Party in connection with the procedures under this Section 4.10 will be subject to Rule 408 of the Federal Rules of Civil Procedure and any equivalent State rule and shall not be admissible as evidence in any proceeding relating to the subject matter of this Agreement.

Section 4.11 Headings. The article, section and paragraph headings contained in this Agreement are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

Section 4.12 Severability. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and, to the extent permitted and possible, any invalid, void or unenforceable term shall be deemed replaced by a term that is valid and enforceable and that comes closest to expressing the intention of such invalid, void or unenforceable term.

Section 4.13 Amendment; Waiver. This Agreement shall not be amended except in a written instrument signed by each Party. Any failure or delay on the part of any Party in exercising any power or right under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of any such right or power preclude any other or further exercise thereof or the exercise of any other right or power hereunder or otherwise available at law or in equity.

Section 4.14 Further Assurances. In addition to and without limiting the actions specifically provided for elsewhere in this Agreement and subject to the limitations expressly set forth in this Agreement, each Party shall cooperate with the other Parties and use (and shall cause its respective subsidiaries and affiliates to use) commercially reasonable efforts to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things reasonably necessary on its part under applicable law or contractual obligations to consummate and make effective any transactions contemplated by this Agreement.

Section 4.15 Counterparts. This Agreement may be executed in counterparts, and any Party may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by the other Parties. The Parties agree that the delivery of this Agreement may be effected by means of an exchange of facsimile or electronically transmitted signatures.

Section 4.16 Definitions. As used in this Agreement, the following terms shall have the following meanings:

(a) “Affiliates” has the meaning set forth in the JV LLC Agreement.

(b) “Aggregate Estimated Exercise Price” means, with respect to Call Option No. 1, an amount equal to (x) the Estimated Unit Exercise Price multiplied by (y) the number of Units subject to Call Option No. 1.

(c) “Aggregate Exercise Price” means, with respect to a Call Option, an amount equal to (x) the Unit Exercise Price for such Call Option as indicated on Annex A multiplied by (y) the number of Units subject to such Call Option.

(d) “Aggregate Make-Up Exercise Price” means, with respect to a Make-Up Call Option, an amount equal to (x) the Make-Up Exercise Price for such Make-Up Call Option multiplied by (y) the number of Units subject to such Make-Up Call Option.

(e) “Agreed Annex A Model” means that certain excel spreadsheet delivered by Kevin Hillesland to David Joynt at 10:37 a.m. central time on May 29, 2025.

(f) “Business Day” means any day, other than a Saturday, Sunday or other day on which banking institutions in the City of New York, New York are required or authorized by law or order to be closed.

(g) “Call Option Regulatory Failure Date” means, with respect to any Call Option that is subject to a Call Option Regulatory Approval, the date that is six (6) months after the Call Option Expiration Date for such Call Option if a Call Option Closing with respect to such Call Option has not then occurred.

(h) “Drag-Along Process Launch Notice” has the meaning set forth in the JV LLC Agreement.

(i) “Drag-Along Sale” has the meaning set forth in the JV LLC Agreement.

(j) “Expired Call Option” means (i) any Call Option that is not exercised in accordance with the terms and conditions set forth in Section 2.1 on or prior to the end of the Exercise Period applicable to such Call Option, or (ii) any Call Option that is exercised by GATX, but is not consummated prior to 5 p.m. ET on the Call Option Closing Date applicable to such Call Option.

(k) “Governmental Entity” means any (i) federal, state, provincial, local, municipal, foreign or other government, (ii) governmental entity of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal), whether foreign or domestic, or (iii) body exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, whether foreign or domestic, including any arbitral tribunal and self-regulatory organizations.

(l) “Investors Agreement” means that certain Investors Agreement, dated as of May 29, 2025, by and among the JV Company, the Company, Brookfield, the Brookfield ECL Parties, Brookfield Infrastructure Fund V-A, L.P., a Delaware limited partnership, Brookfield Infrastructure Fund V-B, L.P., a Delaware limited partnership, Brookfield Infrastructure Fund V-C, L.P., a Delaware limited partnership, Brookfield Infrastructure Fund V (ER) SCSP, a limited partnership organized under the laws of Luxembourg and GATX.

(m) “JV Company” means GABX Leasing LLC, a Delaware limited liability company.

(n) “JV LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the JV Company, dated as of the date hereof.

(o) “Make-Up Call Option” means, with respect to any Expired Call Option, GATX’s rights to purchase the Units subject to such Expired Call Option pursuant to Section 2.3 or Section 2.4, as the case may be.

(p) “Make-Up Call Option Window” has the meaning set forth in the JV LLC Agreement.

(q) “Net Present Value Exercise Price” means, with respect to any Call Option as of any date of determination, the net present value of the Unit Exercise Price associated with such Call Option pursuant to Annex A discounted at rate of 6% to such date of determination.

(r) “Purchase Agreement” means that certain Purchase Agreement, dated as of May 29, 2025, by and among Wells Fargo Bank, N.A., a national banking association, Everen Capital Corporation, a Delaware corporation, BFLX Leasing Holdings LP, a Delaware limited partnership, GATX Rail Locomotive Group, L.L.C., a Delaware limited liability company, GATX (solely for the limited purposes set forth therein) and the JV Company.

(s) “Unit” has the meaning set forth in the Initial Company LLC Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, each Party has caused this Agreement to be duly executed on its behalf as of the day and year first above written.

BROOKFIELD:
MICHIGAN U.S. HOLDINGS LP
By: Brookfield Infrastructure Fund V GP LLC,
its General Partner
By: Brookfield Infrastructure Fund V Officer GP LLC,
its Sole Member
By:	/s/ Fred Day
Name:	Fred Day
Title:	Managing Director
THE COMPANY
GABX LEASING HOLDING LLC
By:	/s/ Fred Day
Name:	Fred Day
Title:	President
GATX
GATX CORPORATION
By:	/s/ Robert Lyons
Name:	Robert Lyons
Title:	President and Chief Executive Officer

[Signature Page toCall Option Agreement]

Annex A

Call Options

[Intentionally Omitted]

Annex B

Sample Form of Call Option Notice

[Intentionally Omitted]

EXHIBIT A

FORM OF AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

[Intentionally Omitted]

EXHIBIT B

FORM OF TAX SHARING AGREEMENT

[Intentionally Omitted]

EXHIBIT C

FORM OF CALL OPTION ASSIGNMENT AND ASSUMPTION AGREEMENT

[Intentionally Omitted]

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

GATX CORPORATION AND BROOKFIELD INFRASTRUCTURE COMPLETE ACQUISITION OF WELLS FARGO’S RAIL ASSETS

•	Transaction significantly expands GATX’s scale and further diversifies its North American railcarportfolio

CHICAGO, Jan. 5, 2026 – GATX Corporation (NYSE: GATX) today announced the successful closing of the acquisition of Wells Fargo’s rail operating lease portfolio on January 1, 2026. The acquisition was completed through a joint venture with Brookfield Infrastructure Partners L.P. (“BIP”) (NYSE: BIP; TSX: BIP.UN) and its institutional partners (collectively, “Brookfield Infrastructure”). Wells Fargo’s rail operating lease portfolio comprised approximately 101,000 railcars and the purchase price was approximately $4.2 billion, reflecting the fleet count at closing. GATX anticipates that the transaction will be modestly accretive to earnings per share in the first full year after closing, with more substantial contributions expected in subsequent years.

“This marks an important milestone for GATX,” said Robert C. Lyons, president and chief executive officer of GATX. “With this acquisition, we not only expand our North American platform and enhance our ability to serve customers with a more diversified fleet, but we also maintain the financial flexibility to continue pursuing investment opportunities across our global businesses. I believe the acquisition positions GATX for continued growth and value creation for our shareholders.”

Mr. Lyons added, “I want to thank our partner and employees for their tireless efforts and support throughout the process. We are well positioned to ensure a seamless transition while delivering the high level of service our customers expect.”

Separately, Brookfield Infrastructure completed the acquisition of Wells Fargo’s rail finance lease portfolio, which includes approximately 22,000 railcars and approximately 400 locomotives. GATX will serve as manager of the railcars in the joint venture, as well as the finance lease railcars and locomotives directly owned by Brookfield Infrastructure.

GATX will share additional transaction details and provide 2026 full-year guidance during its 2025 fourth-quarter earnings call. The date of the call will be announced later this month.

Advisors

BofA Securities acted as the sole financial advisor to GATX and Brookfield Infrastructure. Mayer Brown is serving as legal counsel to GATX. Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to Brookfield Infrastructure.

Further information on the transaction, originally announced on May 29, 2025, can be found on GATX’s investor relations website at www.gatx.com

FORWARD-LOOKING STATEMENTS

Statements contained in this press release that are not based on historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve known and unknown risks and uncertainties that are difficult to predict and could cause actual results, performance, or achievements to differ materially from those expressed or implied by such statements. Forward-looking statements include, but are not limited to, statements regarding our future expectations, beliefs, plans, strategies, objectives, events, conditions, financial performance, prospects, or future events. In some cases, forward-looking statements can be identified by words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “outlook,” “continue,” “likely,” “will,” “would,” and similar expressions.

Forward-looking statements are based on estimates and assumptions that, while considered reasonable by us and our management, are inherently uncertain. Actual results may differ materially from those anticipated in these statements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

A variety of factors could cause actual results to differ materially from current expectations expressed in forward-looking statements, including, but not limited to, those discussed under “Risk Factors” and elsewhere in our filings with the U.S. Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024. These factors include, among others: a significant decline in customer demand for our transportation assets or services (including as a result of prolonged inflation or deflation, high interest rates, weak macroeconomic conditions and the impact of global trade disruptions, weak market conditions in our customers’ businesses, adverse changes in the price of or demand for commodities, changes in railroad operations, efficiency, pricing and service offerings, labor strikes or shortages, changes in or disruptions to supply chains, availability of alternative modes of transportation, changes affecting the aviation industry, customers’ decisions to purchase rather than lease transportation assets, or other operational or commercial decisions by our customers); inability to maintain our transportation assets on lease at satisfactory rates and terms due to reduced demand, oversupply, or other market changes; competitive factors in our primary markets, including competitors with greater financial resources, higher credit ratings, or lower costs of capital; higher costs associated with increased assignments of transportation assets following non-renewal of leases, customer defaults, or maintenance programs; events adversely impacting assets, customers, or regions where we have concentrated investment exposure; financial and operational risks associated with long-term purchase commitments for transportation assets; reduced opportunities to generate asset remarketing income; inability to successfully complete and manage ongoing acquisition and divestiture activities; reliance on key suppliers or partners, such as Rolls-Royce in our aircraft spare engine leasing business, and risks

associated with their performance; potential obsolescence of our assets; risks related to international operations and expansion, including changes in laws, regulations, tariffs, taxes, treaties, or trade barriers; failure to successfully negotiate collective bargaining agreements with unions representing our employees; inability to attract, retain, and motivate qualified personnel, including key management; inability to maintain and secure our information technology infrastructure from cybersecurity threats and related disruptions; exposure to damages, fines, penalties, and reputational harm from litigation, including claims arising from accidents involving transportation assets; changes in, or failure to comply with, laws, rules, and regulations; environmental liabilities and remediation costs; operational, functional, and regulatory risks associated with climate matters, severe weather events, and natural disasters; U.S. and global political conditions, including increased geopolitical tensions and wars, and their impact on economic conditions and supply chains; fluctuations in foreign exchange rates; deterioration of capital market conditions, reductions in our credit ratings, or increases in financing costs; inability to obtain cost-effective insurance; changes in assumptions, increased funding requirements, or investment losses in our pension and post-retirement plans; inadequate allowances for credit losses in our portfolio; asset impairment charges; inability to maintain effective internal control over financial reporting and disclosure controls and procedures; and the occurrence of a widespread health crisis and the impact of related measures.

These and other risks and uncertainties could cause actual results to differ materially from those projected or implied in forward-looking statements. For a more complete discussion of these and other risks, please refer to our filings with the U.S. Securities and Exchange Commission.

COMPANY DESCRIPTION

At GATX Corporation (NYSE: GATX), we empower our customers to propel the world forward. GATX leases transportation assets including railcars, aircraft spare engines and tank containers to customers worldwide. Our mission is to provide innovative, unparalleled service that enables our customers to transport what matters safely and sustainably while championing the well-being of our employees and communities. Headquartered in Chicago, Illinois since its founding in 1898, GATX has paid a quarterly dividend, uninterrupted, since 1919.

AVAILABILITY OF INFORMATION ON GATX’S WEBSITE

Investors and others should note that GATX routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the GATX Investor Relations website. While not all of the information that the Company posts to the GATX Investor Relations website is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media and others interested in GATX to review the information that it shares on www.gatx.com under the “Investors” tab.

FOR FURTHER INFORMATION CONTACT:

GATX Corporation

Shari Hellerman

Senior Director

Investor Relations and Corporate Communications

312-621-4285

shari.hellerman@gatx.com

(01/05/2026)