EX-10.1





 Exhibit 10.1 

AMENDMENT NO. 2 AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

THIS AMENDMENT NO. 2 AND WAIVER TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered
into as of January 15, 2021 by and among BJ’S RESTAURANTS, INC., a California corporation (the “Borrower”), the Guarantors party hereto, each of the Lenders (as defined in the Credit Agreement) party hereto and
BANK OF AMERICA, N.A., as Administrative Agent and an L/C Issuer (the “Administrative Agent”). 

W I T N E S S E T H: 

WHEREAS, the Borrower, the Administrative Agent and the Lenders from time to time party thereto have entered into that certain Third
Amended and Restated Credit Agreement dated as of April 30, 2020 (as amended by that certain Amendment No. 1 to Third Amended and Restated Credit Agreement dated as of June 15, 2020, and as may be further amended, restated, extended,
supplemented or otherwise modified from time to time, the “Credit Agreement”; all capitalized terms not otherwise defined herein shall have the meaning given thereto in the Credit Agreement); 

WHEREAS, the Borrower has requested, and the Administrative Agent and each Lender party hereto have agreed, subject to the terms and
conditions set forth herein, (i) to amend the Credit Agreement and (ii) to waive Defaults or potential Defaults under the Credit Agreement as specifically set forth herein; 

NOW, THEREFORE, in consideration of the premises and the terms hereof, the parties hereto agree as follows: 

1.    Amendments to Credit Agreement. Subject to the terms and conditions set forth herein: 

(a)    The Credit Agreement is amended such that, after giving effect to all such amendments, it shall read
in its entirety as set forth on Annex I attached hereto; 
 (b)    Schedule 2.01 to the
Credit Agreement is hereby amended by replacing such schedule in its entirety with the revised version thereof attached hereto as Schedule 2.01; 

(c)    Exhibit A to the Credit Agreement (Form of Committed Loan Notice) is amended such that, after
giving effect to all such amendments, it shall read in its entirety as set forth on Exhibit A attached hereto; 

(d)    Schedule 1 to Exhibit C to the Credit Agreement (Form of Compliance Certificate) is
amended such that, after giving effect to all such amendments, it shall read in its entirety as set forth on Exhibit C attached hereto; and 

(e)    Schedule 1 to Exhibit K to the Credit Agreement (Form of Total Liquid Assets
Compliance Certificate) is amended such that, after giving effect to all such amendments, it shall read in its entirety as set forth on Exhibit K attached hereto. 

2.    Waiver. Pursuant to Section 10.01 of the Credit Agreement and subject to the terms
and conditions hereof, effective as of the date hereof each Lender party hereto hereby waives (i) any Default or Event of Default that has arisen or may arise under Section 8.01(b) of the Credit Agreement in connection
with the Borrower’s failure to comply with the Fixed Charge Coverage Ratio financial covenant set forth in Section 7.11(a) of the Credit Agreement as in effect immediately prior to the date hereof for the fiscal
quarter ending on December 31, 2020 and (ii) any Default or Event of Default that has arisen or may arise 












 
under Section 8.01(b) of the Credit Agreement in connection with the Borrower’s failure to comply with the Total Lease Adjusted Leverage Ratio financial covenant
set forth in Section 7.11(b) of the Credit Agreement as in effect immediately prior to the date hereof for the fiscal quarter ending on December 31, 2020. The waiver set forth in this
Section 2 is limited to the extent specifically set forth above and shall in no way serve to waive future compliance with Sections 7.11(a) or (b) of the Credit Agreement or any other terms, covenants or
provisions of the Credit Agreement or any other Loan Document, or any obligations of the Borrower, other than as expressly set forth above. The Borrower acknowledges and agrees that the execution and delivery by the Administrative Agent and the
Lenders of this Amendment shall not be deemed to create a course of dealing or an obligation to execute similar waivers or amendments under the same or similar circumstances in the future. 

3.    Effectiveness; Conditions Precedent. This Amendment shall become effective on the first Business Day
on which the following conditions are satisfied or waived (such date, the “Effective Date”): 

(a)    The Administrative Agent shall have received counterparts of this Amendment, duly executed by the
Borrower, the Administrative Agent and the Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of original signature pages by each
Person party hereto unless waived by the Administrative Agent. 
 (b)    The Administrative Agent shall
have received evidence that as of the date hereof cash and Cash Equivalents of the Borrower and its Subsidiaries calculated on a consolidated basis, after giving effect to any payments of Loans in connection herewith and pursuant to
Section 2.05(b) of the Credit Agreement, does not exceed $35,000,000; if such amount does exceed $35,000,000, then, as a condition of effectiveness to this Amendment, the Borrower shall have prepaid Loans in an aggregate
amount equal to such excess, without regard to the minimum and multiples or the Notice of Loan Prepayment specified in Section 2.05(a). 

(c)    (i) An amendment fee shall have been received by the Administrative Agent for each Lender executing
this Amendment by 3:00 p.m. (New York time) on January 14, 2021 for the account of such Lender, paid to the Administrative Agent, equal to 0.125% (12.5 bps) multiplied by each such Lender’s aggregate Commitments immediately after giving
effect to this Amendment; and (ii) all other fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent due and payable under
Section 10.04 of the Credit Agreement) estimated to date and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (without prejudice to final
settling of accounts for such fees and expenses). 
 4.    Representations and Warranties. In order to
induce the Administrative Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Administrative Agent and the Lenders as follows: 

(a)    No Default or Event of Default exists as of the date hereof or would result from, or after giving
effect to, the amendments contemplated hereby; 
 (b)    the representations and warranties of
(i) the Borrower contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document are true and correct in all material respects (provided that such materiality
qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text 

  
 2 













 
thereof), on and as of the Effective Date, after giving effect to the amendments contemplated hereby, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they are true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in
the text thereof) as of such earlier date, and except that for purposes of this clause (b), (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit
Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement; 

(c)    it has the legal power and authority to execute and deliver this Amendment; 

(d)    the officer executing this Amendment on its behalf has been duly authorized to execute and deliver
the same and bind it with respect to the provisions hereof; 
 (e)    the execution, delivery and
performance by the Borrower of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Borrower’s Organization Documents;
(ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which the Borrower is a party except to the extent that such conflict, breach, contravention, Lien or
violation could not reasonably be expected to have a Material Adverse Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Borrower or its property is subject; or
(iii) violate any Law in any material respect; 
 (f)    this Amendment constitutes its legal, valid
and binding obligation, enforceable in accordance with its terms. 
 5.    Entire Agreement. This
Amendment is a Loan Document. This Amendment, together with all the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject
matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party
hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or
commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except
in writing and in accordance with Section 10.01 of the Credit Agreement. 
 6.    Full
Force and Effect of Credit Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and each Collateral Document and each other Loan Document is hereby confirmed and ratified in all respects and shall
be and remain in full force and effect according to its respective terms. 
 7.    Governing Law. This
Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of California, and shall be further subject to the provisions of Sections 10.14, 10.15 and 10.16 of the Credit Agreement.

 8.    Enforceability. If any provision of this Amendment is held to be illegal, invalid or
unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to


  
 3 













 
replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions.
The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.. 

9.    References; Interpretation. All references in any of the Loan Documents to the “Credit
Agreement” shall mean the Credit Agreement, as amended hereby. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall be applicable to this Amendment. 

10.    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the
Borrower, the Administrative Agent and each of the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 10.06 of the
Credit Agreement. 
 11.    No Novation; Reaffirmation. Neither the execution and delivery of this
Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder. Each Loan Party hereto hereby
(i) affirms and confirms each of the Loan Documents to which it is a party and its Obligations thereunder, (ii) affirms that it has the right, power and authority and has taken all necessary corporate and other action to authorize the
execution, delivery and performance of this Amendment, (iii) agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document shall continue to be in full force and effect and (iv) reaffirms, ratifies and confirms that
each of the Liens granted in or pursuant to the Loan Documents are valid and subsisting as security for, and continues to secure, the payment and performance of the Obligations outstanding at any time under the Credit Agreement, including, without
limitation, all additional Obligations resulting from or incurred pursuant to the Credit Agreement. Without limiting the generality of the foregoing, each Loan Party hereby repeats, reaffirms and
re-grants to the Administrative Agent, for the benefit of the Secured Parties, a continuing first priority security interest in and to the Collateral (as such term is defined in the Security Agreement) as
security for the payment, performance and satisfaction of the Obligations, subject to the limitations and qualifications set forth in the Security Agreement. 

12.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be
deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other
electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment. 

13.    Consent of the Guarantors. Each of the Guarantors hereby consents, acknowledges and agrees to the
amendments set forth herein and hereby confirms and ratifies in all respects the Guaranty to which such Guarantor is a party (including without limitation the continuation of such Guarantor’s payment and performance obligations thereunder upon
and after the effectiveness of this Amendment and the amendments and consents contemplated hereby) and the enforceability of such Guaranty against such Guarantor in accordance with its terms. 

[Remainder of page is intentionally left blank; signature pages follow.] 

  
 4 













 IN WITNESS WHEREOF, the parties have duly executed this Amendment on the day and year
first written above. 
  

			
	BORROWER:
	
	BJ’S RESTAURANTS, INC., a California corporation


 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	President and CFO
	
	GUARANTORS:
	
	 BJ’S RESTAURANT OPERATIONS COMPANY,

a California corporation



 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CFO
	
	CHICAGO AMERICA HOLDING, LLC, a
	Nevada limited liability company


 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CEO
	
	CHICAGO PIZZA & BREWERY, L.P., a Texas
liability partnership
	
	By: Chicago Pizza Management, LLC, General Partner


 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CEO
	
	 CHICAGO PIZZA MANAGEMENT, LLC, a

Nevada limited liability company



 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CEO


 BJ’s Restaurants, Inc. 

Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement 

Signature Pages 












 
			
	CHICAGO PIZZA RESTAURANT HOLDING, INC., a Nevada corporation


 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CEO
	
	RENO BREWERY HOLDING, INC., a Nevada corporation


 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CEO
	
	BJ’S RESTAURANT OPERATIONS COMPANY OF KANSAS, LLC, a Kansas limited liability company
		
	By:	 	 BJ’s Restaurant Operations Company,
 a
California corporation,
 its Class A Member



 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CFO
	
	CHICAGO PIZZA HOSPITALITY HOLDING, INC., a Texas corporation


 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CEO
	
	BJROC MARYLAND, LLC, a California limited liability company
		
	By:	 	 BJ’s Restaurant Operations Company,
 a
California corporation,
 its Class A Member



 
			
		
	By:	 	      /s/ Gregory S.
Levin



 
			
	Name:	 	Gregory S. Levin
	Title:	 	CFO


 BJ’s Restaurants, Inc. 

Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement 

Signature Pages 












 
			
	ADMINISTRATIVE AGENT:
	
	BANK OF AMERICA, N.A., as Administrative Agent


 
			
		
	By:	 	      /s/ Mary
Beatty



 
			
	Name:	 	Mary Beatty
	Title:	 	Senior Vice President


 BJ’s Restaurants, Inc. 

Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement 

Signature Pages 












 
			
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	      /s/ Mary
Beatty



 
			
	Name:	 	Mary Beatty
	Title:	 	Senior Vice President


 BJ’s Restaurants, Inc. 

Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement 

Signature Pages 












 
			
	JPMORGAN CHASE BANK, N.A., as a Lender


 
			
		
	By:	 	      /s/ Kenneth
Wong



 
			
	Name:	 	Kenneth Wong
	Title:	 	Vice President


 BJ’s Restaurants, Inc. 

Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement 

Signature Pages 












 
			
	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender
		
	By:	 	      /s/ Darcy
McLaren



 
			
	Name:	 	Darcy McLaren
	Title:	 	Director


 BJ’s Restaurants, Inc. 

Amendment No. 2 and Waiver to Third Amended and Restated Credit Agreement 

Signature Pages 












 Annex I 

(to Amendment No. 2) 

[See attached conformed Credit Agreement.] 












  

 
 Published CUSIP Numbers: 

Deal: 05549HAA7 
 Revolver: 05549HAB5

 THIRD AMENDED AND RESTATED CREDIT AGREEMENT1 

Dated as of April 30, 2020 

among 
  
 



 
 BJ’S RESTAURANTS, INC., 

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

and 
 an L/C Issuer, 

JPMORGAN CHASE BANK, N.A., 

as an L/C Issuer, 
 and 

The Other Lenders Party Hereto 

BofA SECURITIES, INC., 
 as

 Sole Lead Arranger and Sole Bookrunner 
  

 
  

 

	1 	 As amended by that certain Amendment No. 1 dated as of June 15, 2020 (v.5) and Amendment No. 2
and Waiver dated as of January 15, 2021. 














 TABLE OF CONTENTS 

 

							
	 Section
	  	 	  	 Page
	 
	 ARTICLE I.
	  	DEFINITIONS AND ACCOUNTING TERMS	  	 	1	 
			
	 1.01
	  	Defined Terms	  	 	1	 
	 1.02
	  	Other Interpretive Provisions	  	 	26	 
	 1.03
	  	Accounting Terms	  	 	27	 
	 1.04
	  	Rounding	  	 	27	 
	 1.05
	  	Times of Day	  	 	27	 
	 1.06
	  	Letter of Credit Amounts	  	 	27	 
	 1.07
	  	Amendment and Restatement	  	 	27	 
	 1.08
	  	Interest Rates	  	 	29	 
			
	 ARTICLE II.
	  	THE COMMITMENTS AND CREDIT EXTENSIONS	  	 	29	 
			
	 2.01
	  	Committed Loans	  	 	29	 
	 2.02
	  	Borrowings, Conversions and Continuations of Committed Loans	  	 	29	 
	 2.03
	  	Letters of Credit	  	 	30	 
	 2.04
	  	Intentionally Omitted	  	 	38	 
	 2.05
	  	Prepayments	  	 	38	 
	 2.06
	  	Termination or Reduction of Commitments	  	 	39	 
	 2.07
	  	Repayment of Loans	  	 	39	 
	 2.08
	  	Interest	  	 	39	 
	 2.09
	  	Fees	  	 	40	 
	 2.10
	  	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	41	 
	 2.11
	  	Evidence of Debt	  	 	41	 
	 2.12
	  	Payments Generally; Administrative Agent’s Clawback	  	 	42	 
	 2.13
	  	Sharing of Payments by Lenders	  	 	43	 
	 2.14
	  	Increase in Commitments	  	 	44	 
	 2.15
	  	Cash Collateral	  	 	45	 
	 2.16
	  	Defaulting Lenders	  	 	46	 
			
	 ARTICLE III.
	  	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	48	 
			
	 3.01
	  	Taxes	  	 	48	 
	 3.02
	  	Illegality	  	 	52	 
	 3.03
	  	Inability to Determine Rates	  	 	53	 
	 3.04
	  	Increased Costs; Reserves on Eurodollar Rate Loans	  	 	56	 
	 3.05
	  	Compensation for Losses	  	 	58	 
	 3.06
	  	Mitigation Obligations; Replacement of Lenders	  	 	58	 
	 3.07
	  	Survival	  	 	59	 
			
	 ARTICLE IV.
	  	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 	59	 
			
	 4.01
	  	Conditions of Effectiveness	  	 	59	 
	 4.02
	  	Conditions to all Credit Extensions	  	 	61	 
			
	 ARTICLE V.
	  	REPRESENTATIONS AND WARRANTIES	  	 	61	 


  
 -i- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	  	 	  	 Page
	 
	 5.01
	  	Existence, Qualification and Power	  	 	61	 
	 5.02
	  	Authorization; No Contravention	  	 	62	 
	 5.03
	  	Governmental Authorization; Other Consents	  	 	62	 
	 5.04
	  	Binding Effect	  	 	62	 
	 5.05
	  	Financial Statements; No Material Adverse Effect	  	 	62	 
	 5.06
	  	Litigation	  	 	63	 
	 5.07
	  	No Default	  	 	63	 
	 5.08
	  	Ownership of Property; Liens	  	 	63	 
	 5.09
	  	Environmental Compliance	  	 	63	 
	 5.10
	  	Insurance	  	 	63	 
	 5.11
	  	Taxes	  	 	63	 
	 5.12
	  	ERISA Compliance	  	 	63	 
	 5.13
	  	Subsidiaries; Equity Interests	  	 	64	 
	 5.14
	  	Margin Regulations; Investment Company Act	  	 	64	 
	 5.15
	  	Disclosure	  	 	65	 
	 5.16
	  	Compliance with Laws	  	 	65	 
	 5.17
	  	Taxpayer Identification Number	  	 	65	 
	 5.18
	  	Intellectual Property; Licenses, Etc	  	 	65	 
	 5.19
	  	OFAC	  	 	65	 
	 5.20
	  	Anti-Corruption Laws	  	 	65	 
	 5.21
	  	Affected Financial Institutions	  	 	66	 
	 5.22
	  	Covered Entity	  	 	66	 
	 5.23
	  	Ownership of Collateral	  	 	66	 
			
	 ARTICLE VI.
	  	AFFIRMATIVE COVENANTS	  	 	66	 
			
	 6.01
	  	Financial Statements	  	 	66	 
	 6.02
	  	Certificates; Other Information	  	 	66	 
	 6.03
	  	Notices	  	 	68	 
	 6.04
	  	Payment of Obligations	  	 	69	 
	 6.05
	  	Preservation of Existence, Etc	  	 	69	 
	 6.06
	  	Maintenance of Properties	  	 	69	 
	 6.07
	  	Maintenance of Insurance	  	 	69	 
	 6.08
	  	Compliance with Laws	  	 	69	 
	 6.09
	  	Books and Records	  	 	69	 
	 6.10
	  	Inspection Rights	  	 	70	 
	 6.11
	  	Use of Proceeds	  	 	70	 
	 6.12
	  	Covenant to Guarantee Obligations and Give Security	  	 	70	 
	 6.13
	  	Lender as Principal Depository	  	 	71	 
	 6.14
	  	Keepwell	  	 	71	 
	 6.15
	  	Anti-Corruption Laws; Sanctions	  	 	71	 
	 6.16
	  	Further Assurances; Information Regarding Collateral	  	 	71	 
			
	 ARTICLE VII.
	  	NEGATIVE COVENANTS	  	 	72	 


  
 -ii- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	  	 	  	 Page
	 
	 7.01
	  	Liens	  	 	72	 
	 7.02
	  	Investments	  	 	73	 
	 7.03
	  	Indebtedness	  	 	73	 
	 7.04
	  	Fundamental Changes	  	 	74	 
	 7.05
	  	Dispositions	  	 	74	 
	 7.06
	  	Restricted Payments	  	 	75	 
	 7.07
	  	Change in Nature of Business	  	 	75	 
	 7.08
	  	Transactions with Affiliates	  	 	75	 
	 7.09
	  	Burdensome Agreements	  	 	75	 
	 7.10
	  	Use of Proceeds	  	 	75	 
	 7.11
	  	Financial Covenants	  	 	75	 
	 7.12
	  	Acquisitions	  	 	76	 
	 7.13
	  	Sanctions	  	 	77	 
	 7.14
	  	Anti-Corruption Laws	  	 	77	 
	 7.15
	  	Change to Organization Documents	  	 	77	 
	 7.16
	  	Capital Expenditures	  	 	77	 
			
	 ARTICLE VIII.
	  	EVENTS OF DEFAULT AND REMEDIES	  	 	78	 
			
	 8.01
	  	Events of Default	  	 	78	 
	 8.02
	  	Remedies Upon Event of Default	  	 	80	 
	 8.03
	  	Application of Funds	  	 	81	 
			
	 ARTICLE IX.
	  	ADMINISTRATIVE AGENT	  	 	82	 
			
	 9.01
	  	Appointment and Authority	  	 	82	 
	 9.02
	  	Rights as a Lender	  	 	82	 
	 9.03
	  	Exculpatory Provisions	  	 	82	 
	 9.04
	  	Reliance by Administrative Agent	  	 	83	 
	 9.05
	  	Delegation of Duties	  	 	83	 
	 9.06
	  	Resignation of Administrative Agent	  	 	84	 
	 9.07
	  	Non-Reliance on the Administrative Agent, the Arranger and the Other Lender	  	 	85	 
	 9.08
	  	No Other Duties, Etc	  	 	86	 
	 9.09
	  	Administrative Agent May File Proofs of Claim	  	 	86	 
	 9.10
	  	Collateral and Guaranty Matters	  	 	87	 
	 9.11
	  	Certain ERISA Matters	  	 	88	 
	 9.12
	  	Secured Cash Management Agreements and Secured Hedge Agreements	  	 	89	 
			
	 ARTICLE X.
	  	MISCELLANEOUS	  	 	89	 
			
	 10.01
	  	Amendments, Etc	  	 	89	 
	 10.02
	  	Notices; Effectiveness; Electronic Communication	  	 	91	 
	 10.03
	  	No Waiver; Cumulative Remedies; Enforcement	  	 	93	 
	 10.04
	  	Expenses; Indemnity; Damage Waiver	  	 	93	 
	 10.05
	  	Payments Set Aside	  	 	95	 


  
 -iii- 














 TABLE OF CONTENTS 

(continued) 
  


							
	 Section
	  	 	  	 Page
	 
	 10.06
	  	Successors and Assigns	  	 	95	 
	 10.07
	  	Treatment of Certain Information; Confidentiality	  	 	99	 
	 10.08
	  	Right of Setoff	  	 	100	 
	 10.09
	  	Interest Rate Limitation	  	 	100	 
	 10.10
	  	Counterparts; Integration; Effectiveness	  	 	101	 
	 10.11
	  	Survival of Representations and Warranties	  	 	101	 
	 10.12
	  	Severability	  	 	101	 
	 10.13
	  	Replacement of Lenders	  	 	101	 
	 10.14
	  	Governing Law; Jurisdiction; Etc	  	 	102	 
	 10.15
	  	Waiver of Jury Trial	  	 	103	 
	 10.16
	  	California Judicial Reference	  	 	103	 
	 10.17
	  	No Advisory or Fiduciary Responsibility	  	 	104	 
	 10.18
	  	Electronic Execution of Assignments and Certain Other Documents	  	 	104	 
	 10.19
	  	USA PATRIOT Act	  	 	105	 
	 10.20
	  	Acknowledgement and Consent to Bail-In of Affected Financial Institutions	  	 	105	 
	 10.21
	  	Acknowledgement Regarding Any Supported QFCs	  	 	105	 
	 SIGNATURES
	  	 	S-1	 


  
 -iv- 













 SCHEDULES 
  

			
	 1.01  
	  	 Existing Letters of Credit

	 2.01  
	  	 Commitments and Applicable Percentages

	 2.03  
	  	 L/C Commitments

	 5.06  
	  	 Litigation

	 5.09  
	  	 Environmental Matters

	 5.13  
	  	 Subsidiaries; Other Equity Investments; Equity Interests in the Borrower

	 5.18  
	  	 Intellectual Property Matters

	 7.01  
	  	 Existing Liens

	 7.03  
	  	 Existing Indebtedness

	 10.02
	  	 Administrative Agent’s Office; Certain Addresses for Notices


 EXHIBITS 
  

			
		  	 Form of

		
	 A
	  	 Committed Loan Notice

	 B
	  	 Note

	 C
	  	 Compliance Certificate

	 D
	  	 Assignment and Assumption

	 E
	  	 Guaranty

	 F
	  	 Opinion

	 G
	  	 Forms of U.S. Tax Compliance Certificates

	 H
	  	 Designation Notice

	 I
	  	 Letter of Credit Report

	 J
	  	 Security and Pledge Agreement

	 K
	  	 Total Liquid Assets Compliance Certificate



  
 -v- 













 THIRD AMENDED AND RESTATED CREDIT AGREEMENT 

This THIRD AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of April 30, 2020, among
BJ’S RESTAURANTS, INC., a California corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF
AMERICA, N.A., as Administrative Agent and an L/C Issuer, and JPMorgan Chase Bank, N.A., as an L/C Issuer. 
 W I T N E S S E T H:

 WHEREAS, the Borrower, the lenders party thereto (the “Existing Lenders”), and Bank of America, N.A., as
Administrative Agent, are parties to that certain Second Amended and Restated Credit Agreement, dated as of November 18, 2016 (as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof, the
“Existing Credit Agreement”), pursuant to which such Existing Lenders originally agreed to provide the Borrower with an unsecured revolving credit facility of up to $250,000,000, including a letter of credit subfacility; and 

WHEREAS, the Borrower has requested that the Existing Credit Agreement be amended and restated in order to, among other things, secure
the facility and make certain other amendments to the Existing Credit Agreement (the “Restatement”); and 
 WHEREAS,
the Borrower, the Lenders, and the Administrative Agent have agreed to and desire to amend and restate the Existing Credit Agreement on the terms and conditions set forth in this Agreement to accomplish such amendments, including but not limited to
making available to the Borrower a secured revolving credit facility in an original amount of up to $250,000,000 (and subject to an increase option), which includes a letter of credit subfacility to the Borrower; 

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 

1.01    Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth
below: 
 “Act” has the meaning specified in Section 10.19. 

“Adjustment” has the meaning set forth in Section 3.03(c). 

“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent. 
 “Administrative Agent’s Office” means the Administrative Agent’s address and,
as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. 

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












 “Affected Financial Institution” means (a) any EEA Financial
Institution or (b) any UK Financial Institution. 
 “Affiliate” means, with respect to a specified Person, another
Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. 

“Aggregate Commitments” means the Commitments of all the Lenders. 

“Agreement” means this Third Amended and Restated Credit Agreement. 

“Amendment No. 1” means that certain Amendment No. 1 to the Agreement occurring on the Amendment
No. 1 Effective Date. 
 “Amendment No. 1 Effective Date” means June 15, 2020. 

“Amendment No. 2” means that certain Amendment No. 2 to the Agreement occurring on the Amendment
No. 2 Effective Date. 
 “Amendment No. 2 Effective Date” means January 15, 2021. 

“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.

 “Applicable Percentage” means with respect to any Lender at any time, the percentage (carried out to the ninth decimal
place) of the Aggregate Commitments represented by such Lender’s Commitment at such time, subject to adjustment as provided in Section 2.16. If the commitment of each Lender to make Loans and the obligation of each L/C
Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable
Percentage of such Lender most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable. 

“Applicable Rate” means the following percentages per annum, based upon the Pricing Total Lease Adjusted Leverage Ratio as
set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a): 
  

											
	Applicable Rate
	 Pricing Level
	  	 Pricing Total Lease

Adjusted Leverage Ratio
	  	 Unused

Commitment
 Fee
	  	 Letters of
Credit Fee
	  	 Eurodollar
Rate +
	  	 Base Rate
+

	1	  	<2.50:1	  	0.150%	  	1.00%	  	1.00%	  	0.00%
	2	  	3 2.50:1 but <3.00:1	  	0.200%	  	1.25%	  	1.25%	  	0.25%
	3	  	3 3.00:1 but <3.50:1	  	0.250%	  	1.50%	  	1.50%	  	0.50%
	4	  	3 3.50:1 but <4.00:1	  	0.300%	  	1.75%	  	1.75%	  	0.75%
	5	  	3 4.00:1	  	0.350%	  	3.00%	  	3.00%	  	2.00%


  
 2 













 Any increase or decrease in the Applicable Rate resulting from a change in the Pricing Total
Lease Adjusted Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(a); provided, however, that if a
Compliance Certificate is not delivered within five (5) days of when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level 5 shall apply as of the sixth day after the date on which such
Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. Notwithstanding the foregoing, the Applicable Rate in effect from the Amendment No. 2
Effective Date to the first Business Day immediately following the date of delivery of the Compliance Certificate pursuant to Section 6.02(a) for the fiscal quarter ending on or about March 31, 2022 shall be
determined based upon Pricing Level 5. 
 Notwithstanding anything to the contrary contained in this definition, the determination of
the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). 
 As used herein: 

“Pricing EBITDA” means net income, less income or plus loss from discontinued operations and
extraordinary items, plus any non-cash stock based compensation, plus pre-opening expenses, plus income taxes, plus interest expense,
plus depreciation, depletion, and amortization, plus other non-cash expenses reducing net income for such period, less non-cash items increasing net
income for such period. 
 “Pricing Total Lease Adjusted Leverage Ratio” means, at any date of
determination, the ratio of (a) (i) Total Funded Debt as of such date plus the product of (ii) eight (8) times Rental Expense to (b) the sum of (i) Pricing EBITDA plus (ii) Rental Expense. This ratio
will be calculated at the end of each fiscal quarter, using the results of the twelve-month period ending as of such date. 

“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. 
 “Arranger” means BofA Securities,
Inc., in its capacity as sole lead arranger and sole bookrunner. 
 “Assignment and Assumption” means an assignment and
assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 10.06(b)), and accepted by the Administrative Agent, in substantially the form of
Exhibit D or any other form (including electronic documentation generated by use of an electronic platform) approved by the Administrative Agent. 

“Attributable Indebtedness” means, on any date, (a) in respect of any Capital Lease of any Person, the capitalized
amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant
lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a Capital Lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the
fiscal year ended December 31, 2019, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto. 

  
 3 













 “Availability Period” means the period from and including the Closing Date
to the earliest of (a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06, and (c) the date of termination of the commitment of each Lender to make Loans and
of the obligation of each L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 
 “Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution. 

“Bail-In Legislation” means, (a) with respect to any EEA Member Country
implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, rule, regulation or requirement for such EEA Member Country from time to time which is described in the EU
Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the
resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings). 

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

“Base Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate
plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) the Eurodollar Rate plus 1.00%. The “prime rate” is a rate
set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of
interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above. 

“Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

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

“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial
Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. 

“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of
ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of
the Code) the assets of any such “employee benefit plan” or “plan”. 
 “Borrower” has the meaning
specified in the introductory paragraph hereto. 
 “Borrower Materials” has the meaning specified in
Section 6.02. 
 “Borrowing” means a Committed Borrowing. 

  
 4 













 “Business Day” means any day other than a Saturday, Sunday or other day on
which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day that is also a
London Banking Day. 
 “Capital Expenditures” means, with respect to any Person, for any period, expenditures (whether paid
in cash or accrued as a liability, including the portion of Capital Leases originally incurred during such period that is capitalized on the balance sheet of such Person) by such Person during such period that, in conformity with GAAP, are included
in “capital expenditures,” “additions to property, plant or equipment” or comparable items in the financial statements of such Person. 

“Capital Lease” means each lease that has been or is required to be, in accordance with GAAP, classified and accounted for as
a capital lease or financing lease. 
 “Cash Collateralize” means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of one or more of the L/C Issuers or the Lenders, as collateral for L/C Obligations or obligations of the Lenders to fund participations in respect of L/C Obligations, cash or deposit account balances or, if the
Administrative Agent, the applicable L/C Issuer and the Borrower shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such
L/C Issuer. 
 “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such
cash collateral and other credit support. 
 “Cash Equivalents” means any of the following types of Investments, to the
extent owned by the Borrower or any of its Subsidiaries free and clear of all Liens (other than Liens created under the Collateral Documents and Permitted Liens): 

(a)    readily marketable obligations issued or directly and fully guaranteed or insured by the United
States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support
thereof; 
 (b)    time deposits with, or insured certificates of deposit or bankers’ acceptances
of, any commercial bank that (i) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized
under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (ii) issues (or the parent of which issues) commercial paper rated as described in clause
(c) of this definition and (iii) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof; 

(c)    commercial paper issued by any Person organized under the laws of any state of the United States of
America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s Investors Service, Inc. (and any successor thereto) (“Moody’s”) or at least “A-1” (or the then equivalent grade) by S&P means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc. (and any successor thereto)
(“S&P”), in each case with maturities of not more than 180 days from the date of acquisition thereof; and 

(d)    Investments, classified in accordance with GAAP as current assets of the Borrower or any of its
Subsidiaries, in money market investment programs registered under the Investment 

  
 5 













 
Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely
to Investments of the character, quality and maturity described in clauses (a), (b) and (c) of this definition. 

“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash
management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance
accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services. 

“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, at the time it enters
into a Cash Management Agreement with a Loan Party or any Subsidiary, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate
ceased to be a Lender); provided, however, that for any of the foregoing to be included as a “Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other
than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Designation Notice to the Administrative Agent prior to such date of determination. 

“Change in Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or
taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or
issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and
Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a
“Change in Law”, regardless of the date enacted, adopted, issued or implemented. 
 “Change of Control” means an
event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries,
and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except
that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an
“option right”)), directly or indirectly, of 25% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and
taking into account all such securities that such Person or group has the right to acquire pursuant to any option right). 

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or
waived in accordance with Section 10.01. 
 “Code” means the Internal Revenue Code of 1986. 

  
 6 













 “Collateral” means all of the “Collateral” or other
similar term referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.
For the avoidance of doubt, the Collateral shall not include any real property owned by any Loan Party. 
 “Collateral
Documents” means, collectively, the Security Agreement, each of the collateral assignments, security agreements, pledge agreements, account control agreements or other similar agreements delivered to the Administrative Agent pursuant to
Section 6.12, any supplements of any of the foregoing, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured
Parties. 
 “Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to the Borrower pursuant
to Section 2.01, and (b) purchase participations in L/C Obligations, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on
Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. 

“Committed Borrowing” means a borrowing consisting of simultaneous Committed Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 

“Committed Loan” has the meaning specified in Section 2.01. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from one
Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit A or such other form as may be approved by the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower. 

“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time,
and any successor statute. 
 “Compliance Certificate” means a certificate substantially in the form of Exhibit C.

 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however
denominated) or that are franchise Taxes or branch profits Taxes. 
 “Contractual Obligation” means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“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. 

“Covered Entity” has the meaning specified in Section 10.21(b). 

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension. 

  
 7 













 “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. 
 “Default” means any event or condition that constitutes an Event of Default or that, with
the giving of any notice, the passage of time, or both, would be an Event of Default. 
 “Default Rate” means (a) when
used with respect to Obligations other than Letter of Credit Fees, an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus (iii) 2% per annum; provided,
however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used
with respect to Letter of Credit Fees, a rate equal to the Applicable Rate plus 2% per annum. 
 “Defaulting Lender”
means, subject to Section 2.16(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder unless such Lender
notifies the Administrative 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 (each of which conditions precedent, together with any applicable
default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, or any other Lender any other amount required to be paid by it hereunder (including in respect of its
participation in Letters of Credit) within two Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, or any L/C Issuer in writing that it does not intend to comply with its funding obligations hereunder,
or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request
by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting
Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject
of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its
business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity, or (iii) become the subject of a Bail-In Action;
provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such
ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of
clauses (a) through (d) above, and of the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 2.16(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer and each
other Lender promptly following such determination. 

  
 8 













 “Designated Jurisdiction” means any country, region or territory to the
extent that such country, region or territory itself is the subject or target of any Sanction. 
 “Designation Notice”
means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H. 

“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (in one transaction
or in a series of transactions and whether effected pursuant to a Division or otherwise) of any property by any Person (including any sale and leaseback transaction and any issuance of Equity Interests by a Subsidiary of such Person), including any
sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. 

“Dividing Person” has the meaning assigned to it in the definition of “Division.” 

“Division” means the division of the assets, liabilities and/or obligations of a Person (the “Dividing
Person”) among two or more Persons (whether pursuant to a “plan of division” or similar arrangement), which may or may not include the Dividing Person and pursuant to which the Dividing Person may or may not survive. 

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

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United
States. 
 “EBITDA” means net income, less income or plus loss from discontinued operations and extraordinary
items, plus any non-cash stock based compensation, plus pre-opening expenses, plus income taxes, plus interest expense, plus
depreciation, depletion, and amortization, plus other non-cash expenses reducing net income for such period, less non-cash items increasing net income for
such period; provided that, for purposes only of calculating the financial covenants in Sections 7.11(a) and (b), (i) EBITDA for the four fiscal quarter period ending on or about September 30, 2021 shall equal the sum above
for such fiscal quarter ending on or about September 30, 2021 multiplied by 4; (ii) EBITDA for the four fiscal quarter period ending on or about December 31, 2021 shall equal the sum above for the two consecutive fiscal quarters
ending on or about December 31, 2021 multiplied by 2; (iii) EBITDA for the four fiscal quarter period ending on or about March 31, 2022 shall equal the sum above for the three consecutive fiscal quarters ending on or about
March 31, 2022 multiplied by 4/3; and (iv) EBITDA for the four fiscal quarter period ending on or about June 30, 2022 and continuing thereafter shall equal the sum above for the most recently ended four consecutive fiscal
quarters; and provided further that, for purposes only of calculating the financial covenant in Section 7.11(d), EBITDA for the four fiscal quarter period ending on or about June 30, 2021 shall equal the
sum above for the months of May 2021 and June 2021 multiplied by 6. 
 “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. 

  
 9 













 “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. 

“Eligible Assignee” means any Person that meets the requirements to be an assignee under
Section 10.06(b)(iii), and (v) (subject to such consents, if any, as may be required under Section 10.06(b)(i) and (iii)). 

“Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,
judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems. 
 “Environmental
Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any
of the foregoing. 
 “Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other
ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities
convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all
of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any
date of determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and
regulations promulgated thereunder. 
 “ERISA Affiliate” means any trade or business (whether or not incorporated) under
common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). 

“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of the Borrower or
any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated
as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing
of a notice of intent to terminate, the treatment of a Pension Plan amendment as a termination under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or
condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or 

  
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Sections 303, 304 and 305 of ERISA; or (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Borrower or any ERISA Affiliate. 
 “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.2 

“Eurodollar Rate” means: 

(a)    for any Interest Period with respect to a Eurodollar Rate Loan, the rate per annum equal to the
London Interbank Offered Rate as administered by ICE Benchmark Administration (or any other Person that takes over the administration of such rate) for U.S. Dollars for a period equal in length to such Interest Period (“LIBOR”) as
published on the applicable Bloomberg screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London time, two
(2) Business Days prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; 

(b)    for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal
to LIBOR, at or about 11:00 a.m., London time determined two (2) London Banking Days prior to such date for U.S. Dollar deposits with a term of one month commencing that day; and 

(c)    if the Eurodollar Rate shall be less than 1.00%, such rate shall be deemed 1.00% for purposes of
this Agreement. 
 “Eurodollar Rate Loan” means a Committed Loan that bears interest at a rate based on clause
(a) of the definition of “Eurodollar Rate.” 
 “Event of Default” has the meaning specified in
Section 8.01. 
 “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 Lien 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 thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act (determined after giving effect to Section 6.14 and any other “keepwell, support or other agreement for the benefit of such Guarantor and any and all guarantees of such
Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement
governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this
definition. 
 “Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to
be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed 

 
  

	2 	 The EU Bail-In Legislation Schedule may be found at
https://www.lma.eu.com/pages.aspx?p=499. 



  
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as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax
(or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable
interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under
Section 10.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Sections 3.01(a)(ii), (a)(iii) or (c), amounts with respect to
such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to
comply with Section 3.01(e) and (d) any U.S. federal withholding Taxes imposed pursuant to FATCA. 

“Existing Credit Agreement” has the meaning specified in the recitals hereto. 

“Existing Lenders” has the meaning specified in the recitals hereto. 

“Existing Letters of Credit” means, collectively, the Letters of Credit listed on Schedule 1.01.

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

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version
that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or
regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities entered into in connection with the implementation of the foregoing. 

“Federal Funds Rate” means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such
day’s federal funds transactions by depository institutions (as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and published on the next succeeding Business Day by the
Federal Reserve Bank of New York as the federal funds effective rate; provided that if the Federal Funds Rate as so determined would be less than 1.00%, such rate shall be deemed 1.00% for purposes of this Agreement. 

“Fee Letter” means, collectively, (a) the fee letter agreement, dated November 15, 2016 between the Borrower and
Bank of America, and (b) the engagement letter agreement, dated April 23, 2020, between the Borrower, the Arranger and Bank of America, N.A. 

“Fixed Charge Coverage Ratio” means the ratio of (a) the sum of EBITDA plus Rental Expense, to (b) the sum
of Interest Expense plus Rental Expense. 
 “Foreign Lender” means (a) if the Borrower is a U.S. Person, a
Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this
definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction. 

“FRB” means the Board of Governors of the Federal Reserve System of the United States. 

  
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 “Fronting Exposure” means, at any time there is a Defaulting Lender, with
respect to the L/C Issuers, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or
Cash Collateralized in accordance with the terms hereof. 
 “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 in the United States set forth in the opinions and pronouncements of
the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining
to government (including any supra-national bodies such as the European Union or the European Central Bank). 
 “Growth Capital
Expenditures” means, with respect to the Borrower and its Subsidiaries, for any period, all expenditures by the Borrower or any Subsidiary during such period for items that would be classified, in accordance with GAAP, as property,
equipment, deferred show costs or comparable items on the consolidated balance sheet of the Borrower and its Subsidiaries in connection with the build, initial launch, start-up and pre-production of any new restaurant; provided, that, for the avoidance of doubt, expenditures related to new restaurants in Merrillville, IN and Lansing, MI shall not constitute Growth Capital Expenditures.

 “Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person,
direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the
obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or
level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation
of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any 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. The term “Guarantee” as a verb has a corresponding meaning. 

“Guarantors” means, collectively, (a) the Subsidiaries listed on Schedule 5.13 and each denoted as a
“Guarantor”, initially, together with each Subsidiary subsequently added as a Guarantor pursuant to 

  
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Section 6.12 and (b) with respect to (i) Obligations owing by any Loan Party or any Subsidiary of a Loan Party (other than the Borrower) under any Hedge
Agreement or any Cash Management Agreement and (ii) the payment and performance by each Specified Loan Party of its obligations under its Guaranty with respect to all Swap Obligations, the Borrower. 

“Guaranty” means, collectively, the Guaranties made by the Guarantors in favor of the Administrative Agent and the Lenders,
substantially in the form of Exhibit E. 
 “Guaranty Joinder Agreement” means each Guaranty
Joinder Agreement, substantially in the form thereof attached to the Guaranty, executed and delivered by a Guarantor or any other Person to the Administrative Agent pursuant to Section 6.12 or otherwise. 

“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. 
 “Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract
not prohibited under Article VI or VII between any Loan Party and any Hedge Bank. 
 “Hedge Bank” means any Person in
its capacity as a party to a Swap Contract that, at the time it enters into a Swap Contract not prohibited under Article VI or VII, is a Lender or an Affiliate of a Lender, in its capacity as a party to such Swap
Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Hedge Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be
considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Hedge Agreement and provided further that for any of the foregoing to be included as a “Hedge Agreement” on any date of
determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Designation Notice to the Administrative Agent prior to such date of
determination. 
 “IFRS” means international accounting standards within the meaning of IAS Regulation 1606/2002 to the
extent applicable to the relevant financial statements delivered under or referred to herein. 
 “Impacted Loans” has the
meaning specified in Section 3.03(a). 
 “Indebtedness” means, as to any Person at a particular
time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 

(a)    all obligations of such Person for borrowed money and all obligations of such Person evidenced by
bonds, debentures, notes, loan agreements or other similar instruments, but excluding any lease-related costs incurred by landlords in connection with Real Property Leases that are amortized and recovered in the form of rental expense whether or not
such rental expenses are now or hereafter characterized as indebtedness under GAAP; 
 (b)    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; 

(c)    net obligations of such Person under any Swap Contract; 

  
 14 













 (d)    all obligations of such Person to pay the
deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and, in each case, not past due for more than 60 days after the date on which such trade account payable was created); 

(e)    indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f)    Capital Leases and Synthetic Lease Obligations; 

(g)    all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in
respect of any Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; 

(h)    [reserved]; and 

(i)    all Guarantees of such Person in respect of any of the foregoing. 

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint
venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The
amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any Capital Lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount
of Attributable Indebtedness in respect thereof as of such date. 
 “Indemnified Taxes” means (a) Taxes, other than
Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Interest Expenses” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the sum of
(a) all interest, premium payments, debt discount, fees, charges and related expenses of the Borrower and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of
assets, in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of Rental Expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP. 

“Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period
applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest
Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each month and the Maturity Date. 

“Interest Period” means as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is
disbursed or converted to or continued as a Eurodollar Rate Loan and ending on 

  
 15 













 
the date one, two, three, six or twelve months thereafter (in each case, subject to availability), as selected by the Borrower in its Committed Loan Notice, or such other period that is twelve
months or less requested by the Borrower and consented to by all the Lenders; provided that: 

(i)    any Interest Period that would otherwise end on a day that is not a Business Day shall be extended
to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

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

(iii)    no Interest Period shall extend beyond the Maturity Date. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of
(a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other
acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment. 
 “IP Rights” has the meaning specified in
Section 5.18. 
 “IRS” means the United States Internal Revenue Service. 

“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or
any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor
thereto. 
 “ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or
such later version thereof as may be in effect at the applicable time). 
 “Issuer Documents” means with respect to any
Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by an L/C Issuer and the Borrower (or any Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit. 

“Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 

“L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in
accordance with its Applicable Percentage. 

  
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 “L/C Borrowing” means an extension of credit resulting from a drawing under
any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. 
 “L/C
Commitment” means, as to each L/C Issuer, its obligation to issue Letters of Credit to the Borrower pursuant to Section 2.03 in an aggregate principal amount at any one time outstanding not to exceed the amount set
forth opposite such L/C Issuer’s name on Schedule 2.03, as such amount may be adjusted from time to time in accordance with this Agreement. 

“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the increase of the amount thereof. 
 “L/C Issuer” means with respect to a particular Letter of Credit,
(a) Bank of America, in its capacity as issuer of such Letter of Credit, or any successor issuer thereof, (b) JPMorgan Chase Bank, N.A., in its capacity as issuer of such Letter of Credit, or any successor issuer thereof or (c) any
Lender selected by the Borrower (with the prior consent of the Administrative Agent) to replace an L/C Issuer who is a Defaulting Lender (provided that no Lender shall be required to become an L/C Issuer pursuant to this
subclause (c) without such Lender’s consent) pursuant to Section 2.03(l) below, or any successor issuer thereof. All references to the L/C Issuer shall mean any L/C Issuer, the L/C Issuer
issuing the applicable Letter of Credit, or all L/C Issuers, as the context may imply. 
 “L/C Obligations” means, as at
any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available to be drawn
under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“Legacy Properties” means, collectively, the properties located at (a) 11520 4th Street, Rancho Cucamonga, California, (b) 3531 N. Freeway Boulevard, Sacramento, California, (c) 3200 Expressway 83, McAllen, Texas, and (d) 2231 State Highway 6, Sugar Land, Texas.

 “Lender” has the meaning specified in the introductory paragraph hereto. 

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

“Letter of Credit” means any standby letter of credit issued hereunder providing for the payment of cash upon the honoring of
a presentation thereunder, and shall include the Existing Letters of Credit. 
 “Letter of Credit Application” means an
application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer. 

“Letter of Credit Expiration Date” means the day that is seven days prior to the Maturity Date then in effect (or, if such
day is not a Business Day, the next preceding Business Day). 
 “Letter of Credit Fee” has the meaning specified in
Section 2.03(h). 

  
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 “Letter of Credit Report” means a certificate substantially the form of
Exhibit I or any other form approved by the Administrative Agent. 
 “Letter of Credit Sublimit”
means an amount equal to $50,000,000.00. The Letter of Credit Sublimit is part of, and not in addition to, the Aggregate Commitments. 

“LIBOR” has the meaning specified in the definition of Eurodollar Rate. 

“LIBOR Replacement Date” has the meaning specified in Section 3.03(c). 

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

“LIBOR Successor Rate” has the meaning specified in Section 3.03(c). 

“LIBOR Successor Rate Conforming Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to
the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business
Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Administrative Agent, to reflect the adoption and implementation of such LIBOR
Successor Rate and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines that adoption of any portion of such market practice is not
administratively feasible or that no market practice for the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent determines is reasonably necessary in connection with the
administration of this Agreement and any other Loan Document). 
 “Lien” means any material mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease having substantially the same economic effect as any of the foregoing). 

“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a
Committed Loan. 
 “Loan Documents” means this Agreement, including the schedules and exhibits hereto, each Note, each
Issuer Document, each Collateral Document, any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.15 of this Agreement, the Fee Letter, the Guaranties and any documents,
instruments or agreements executed in connection with any of the foregoing. 
 “Loan Parties” means, collectively, the
Borrower and each Guarantor. 
 “London Banking Day” means any day on which dealings in Dollar deposits are conducted by
and between banks in the London interbank eurodollar market. 
 “Master Agreement” has the meaning set forth in the
definition of “Swap Contract.” 

  
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 “Material Adverse Effect” means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material
impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any
Loan Document to which it is a party. 
 “Maturity Date” means November 18, 2022; provided, however,
that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day. 
 “Minimum Collateral
Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 100% of
the Fronting Exposure of the L/C Issuers with respect to Letters of Credit issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account balances provided in accordance with the provisions of
Section 2.15(a)(i), (a)(ii) or (a)(iii), an amount equal to 100% of the Outstanding Amount of all LC Obligations, and (c) otherwise, an amount determined by the Administrative Agent and the affected L/C
Issuers in their sole discretion. 
 “Multiemployer Plan” means any employee benefit plan of the type described in
Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five plan years, has made or been obligated to make contributions. 

“Multiple Employer Plan” means a Plan which has two or more contributing sponsors (including the Borrower or any ERISA
Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA. 
 “Net
Cash Proceeds” means, with respect to the sale or issuance of any Equity Interest by the Borrower or any of its Subsidiaries, or the incurrence of any Indebtedness by the Borrower or any of its Subsidiaries by increasing the Aggregate
Commitments pursuant to Section 2.14, the excess of (a) the sum of the cash and Cash Equivalents received in connection with such transaction over (b) the underwriting discounts and commissions, and other
reasonable and customary out-of-pocket expenses, incurred by the Borrower or such Subsidiary in connection therewith. 

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or
amendment that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 10.01 and (b) has been approved by the Required Lenders. 

“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Note” means a promissory note made by the Borrower in favor of a Lender evidencing Loans made by
such Lender, substantially in the form of Exhibit B. 
 “Notice of Loan Prepayment” means a
notice of prepayment with respect to a Loan, which shall be substantially a form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the
Administrative Agent), appropriately completed and signed by a Responsible Officer. 
 “Obligations” means all advances to,
and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan or Letter of Credit and all obligations arising under Secured Cash Management Agreements or Secured
Hedge Agreements, 

  
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whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue
after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such
proceeding; provided that Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. 

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

“Organization Documents” means, (a) with respect to any corporation, the charter or certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of
formation or organization and operating or limited liability agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity. 
 “Other Connection Taxes” means,
with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party
to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

 “Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes
that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes
that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Sections 3.06 or 10.13). 

“Outstanding Amount” means (a) with respect to Committed Loans on any date, the aggregate outstanding principal amount
thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect
to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts. 

“Participant” has the meaning specified in Section 10.06(d). 

“Participant Register” has the meaning specified in Section 10.06(d). 

“PBGC” means the Pension Benefit Guaranty Corporation. 

“Pension Act” means the Pension Protection Act of 2006. 

“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any
installment payment thereof) to Pension Plans and set forth in, with respect to plan years ending prior to the effective date of the Pension Act, Section 412 of the Code and Section 302 of ERISA, each as in effect prior to the Pension Act
and, thereafter, Section 412, 430, 431, 432 and 436 of the Code and Sections 302, 303, 304 and 305 of ERISA. 

  
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 “Pension Plan” means any employee pension benefit plan (including a
Multiple Employer Plan or a Multiemployer Plan) that is maintained or is contributed to by the Borrower and any ERISA Affiliate and is either covered by Title IV of ERISA or is subject to the minimum funding standards under Section 412 of the
Code. 
 “Permitted Liens” has the meaning specified in Section 7.01. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Plan” means any employee benefit plan within the meaning of
Section 3(3) of ERISA (including a Pension Plan), maintained for employees of the Borrower or any ERISA Affiliate or any such Plan to which the Borrower or any ERISA Affiliate is required to contribute on behalf of any of its employees. 

“Platform” has the meaning specified in Section 6.02. 

“Pre-Adjustment Successor Rate” has the meaning specified in
Section 3.03(c). 
 “PTE” means a prohibited transaction class exemption issued by the U.S.
Department of Labor, as any such exemption may be amended from time to time. 
 “Public Lender” has the meaning specified
in Section 6.02. 
 “Qualified ECP Guarantor” means, at any time, each Loan Party with total
assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under
Section 1a(18)(A)(v)(II) of the Commodity Exchange Act. 
 “Real Property Lease” means any lease, rental agreement or
other occupancy agreement to which any Loan Party is a party as lessee, tenant or occupant pertaining to the leasing or operation of real property, including without limitation a restaurant or brewery, the Borrower’s home office and support
center. 
 “Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to
be made by or on account of any obligation of any Loan Party hereunder. 
 “Register” has the meaning specified in
Section 10.06(c). 
 “Related Adjustment” means, in determining any LIBOR Successor Rate, the
first relevant available alternative set forth in the order below that can be determined by the Administrative Agent applicable to such LIBOR Successor Rate: 

(a)    the spread adjustment, or method for calculating or determining such spread adjustment, that has
been selected or recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment period for interest
calculated and/or tenor thereto) and which adjustment or method (x) is published on an information service as selected by the Administrative Agent from time to time in its reasonable discretion or (y) solely with respect to Term SOFR, if
not currently published, which was previously so recommended for Term SOFR and published on an information service acceptable to the Administrative Agent; or 

  
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 (b)    the spread adjustment that would apply (or has
previously been applied) to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto). 

“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” means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a
committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York. 
 “Rental
Expense” means, for any period, for the Borrower and its Subsidiaries on a consolidated basis, the lease expense of the Borrower and its Subsidiaries determined in accordance with GAAP for Real Property Leases with an initial term greater
than one year, as disclosed in the notes to the consolidated financial statements for the Borrower and its Subsidiaries. 

“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day
notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, and (b) with respect to an L/C Credit Extension, a Letter of Credit Application. 

“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit
Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Unreimbursed Amounts that such Defaulting
Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the affected L/C Issuer in making such determination. 

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution
Authority. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer,
assistant treasurer or controller of a Loan Party, and solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01, the secretary or any assistant secretary of a Loan Party and, solely for
purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or
employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the
extent requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the
Administrative Agent. 

  
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 “Restatement” has the meaning specified in the recitals hereto. 

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to
any capital stock or other Equity Interest of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such capital stock or other Equity Interest, or on account of any return of capital to the Borrower’s stockholders, partners or members (or the equivalent Person thereof). 

“Revolving Credit Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its
outstanding Committed Loans and such Lender’s participation in L/C Obligations at such time. 
 “Sanction(s)” means
any sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. 

“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal
functions. 
 “Secured Cash Management Agreement” means any Cash Management Agreement that is entered into by and between
any Loan Party and any Cash Management Bank. 
 “Secured Hedge Agreement” means any interest rate Swap Contract permitted
under Article VII that is entered into by and between any Loan Party and any Hedge Bank. 
 “Secured Parties” means,
collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 9.05, and the other Persons the Obligations owing to which are or are purported to be secured by the Collateral under the terms of the Collateral Documents. 

“Security Agreement” means the Security and Pledge Agreement, dated as of the date hereof, among the Loan Parties and the
Administrative Agent, for the benefit of the Secured Parties, substantially in the form of Exhibit J. 

“Security Agreement Supplement” means a supplement to the Security Agreement as provided for in the Security Agreement. 

“SOFR” with respect to any Business Day means the secured overnight financing rate published for such day by the
Federal Reserve Bank of New York, as the administrator of the benchmark (or a successor administrator) on the Federal Reserve Bank of New York’s website (or any successor source) at approximately 8:00 a.m. (New York City time) on the
immediately succeeding Business Day and, in each case, that has been selected or recommended by the Relevant Governmental Body. 

“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity
Exchange Act (determined prior to giving effect to Section 6.14). 
 “Subordinated Liabilities”
means liabilities subordinated to the Borrower’s obligations to the Bank in a manner acceptable to the Bank in its sole discretion. 

  
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 “Subsidiary” of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such
power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower. 

“Swap Contract” 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. 

“Swap Obligations” 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. 
 “Swap
Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations
provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 
 “Synthetic
Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person
(without regard to accounting treatment). 
 “Taxes” means all present or future taxes, levies, imposts, duties,
deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto. 

“Term SOFR” means the forward-looking term rate for any period that is approximately (as determined by the Administrative
Agent) as long as any of the Interest Period options set forth in the definition of “Interest Period” and that is based on SOFR and that has been selected or recommended by the Relevant Governmental Body, in each case as published on an
information service as selected by the Administrative Agent from time to time in its reasonable discretion. 
 “Threshold
Amount” means $5,000,000.00. 

  
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 “Total Credit Exposure” means, as to any Lender at any time, the unused
Commitments and Revolving Credit Exposure of such Lender at such time. 
 “Total Funded Debt” means all outstanding
liabilities for borrowed money and other interest-bearing liabilities, including current and long-term debt less the non-current portion of Subordinated Liabilities, plus the face amount of all issued
letters of credit. 
 “Total Lease Adjusted Leverage Ratio” means the ratio of (a) (i) Total Funded Debt plus
the product of (ii) eight (8) times Rental Expense to (b) the sum of (i) EBITDA plus (ii) Rental Expense. 

“Total Liquid Assets” means, as of any date of determination, the sum of (a) unrestricted and unencumbered cash and Cash
Equivalents, plus (b) the aggregate Commitments at such time available to be drawn by the Borrower under the terms hereof (including the satisfaction of the conditions precedent set forth in Section 4.02(a) and
(b)). 
 “Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. 

“UCC” means the Uniform Commercial Code as in effect in the State of California provided that, if perfection or the
effect of perfection or non-perfection or the priority of any security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of California,
“UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or
non-perfection or priority. 
 “UK Financial Institution” means any BRRD
Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time to time)
promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms. 

“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for
the resolution of any UK Financial Institution. 
 “United States” and “U.S.” mean the United States of
America. 
 “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

“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 3.01(e)(ii)(B)(III).

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

“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down
and conversion powers of such EEA Resolution Authority from time to time 

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

1.02    Other Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless
otherwise specified herein or in such other Loan Document: 
 (a)    The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and
“including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to
time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be
construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, the Loan Document in which such references appear, (v) 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, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified or supplemented from time to time, and (vi) 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. 

(b)    In the computation of periods of time from a specified date to a later specified date, the word
“from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and
including.” 
 (c)    Section headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 (d)    Any
reference herein to a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited
liability company (or the unwinding of such a division or allocation), as if it were a merger, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of
a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity). 

  
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 1.03    Accounting Terms. 

(a)    Generally. All accounting terms not specifically or completely defined herein shall be construed in
conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from
time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant
(including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial
liabilities shall be disregarded. 
 (b)    Changes in GAAP. If at any time any change in GAAP (including the
adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (A) such ratio
or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (B) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Without limiting the foregoing, leases shall continue to be
classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually
acceptable amendment addressing such changes, as provided for above. 
 (c)    Consolidation of Variable Interest
Entities. All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each
case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB ASC 810 as if such variable interest entity were a Subsidiary as defined herein. 

1.04    Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement
shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with
a rounding-up if there is no nearest number). 
 1.05    Times of
Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable). 

1.06    Letter of Credit Amounts. Unless otherwise specified herein, the amount of a Letter of Credit at any
time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides
for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum
stated amount is in effect at such time. 
 1.07    Amendment and Restatement. In order to
facilitate the Restatement and otherwise to effectuate the desires of the Borrower, the Administrative Agent and the Lenders: 

  
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 (a)    Simultaneously with the Closing Date, the parties hereby agree
that the Commitments shall be as set forth in Schedule 2.01 and the portion of Loans and other Outstanding Amounts outstanding under the Existing Credit Agreement shall be reallocated in accordance with such Commitments and the requisite
assignments shall be deemed to be made in such amounts by and between the Lenders (including the Existing Lenders, if applicable) and from each Lender to each other Lender, with the same force and effect as if such assignments were evidenced by
applicable assignment agreements required pursuant to Section 10.06 of the Existing Credit Agreement. Notwithstanding anything to the contrary in Section 10.06 of the Existing Credit Agreement or
Section 10.06 of this Agreement, no other consents, documents, or instruments, including any assignment agreements, shall be executed in connection with these assignments (all of which requirements are hereby waived), and
such assignments shall be deemed to be made with all applicable representations, warranties and covenants as if evidenced by an assignment agreement. On the Closing Date, the Lenders shall make full cash settlement with each other either directly or
through the Administrative Agent, as the Administrative Agent may direct or approve, with respect to all assignments, reallocations and other changes in Commitments (as such term is defined in the Existing Credit Agreement) such that after giving
effect to such settlements each Lender’s Applicable Percentage shall be as set forth on Schedule 2.01. 

(b)    The Borrower, the Administrative Agent, and the Lenders hereby agree that upon the effectiveness of this Agreement,
the terms and provisions of the Existing Credit Agreement which in any manner govern or evidence the Obligations, the rights and interests of the Administrative Agent and the Lenders and any terms, conditions or matters related to any thereof, shall
be and hereby are amended and restated in their entirety by the terms, conditions and provisions of this Agreement, and the terms and provisions of the Existing Credit Agreement, except as otherwise expressly provided herein, shall be superseded by
this Agreement. 
 (c)    Notwithstanding this amendment and restatement of the Existing Credit Agreement, including
anything in this Section 1.07, and in any related “Loan Documents” (as such term is defined in the Existing Credit Agreement and referred to herein, individually or collectively, as the “Prior Loan
Documents”), (i) all of the indebtedness, liabilities and obligations owing by the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as Obligations hereunder and all indebtedness, liabilities and
obligations of any Person other than the Borrower under the Existing Credit Agreement and other Prior Loan Documents shall continue as obligations of such Person hereunder, and (ii) each of this Agreement and the Notes and any other Loan
Document (as defined herein) that is amended and restated in connection with this Agreement is given as a substitution of, and not as a payment of, the indebtedness, liabilities and obligations of the Borrower under the Existing Credit Agreement or
any Prior Loan Document and neither the execution and delivery of such documents nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Existing Credit Agreement or of any of the other Prior
Loan Documents or any obligations thereunder. Upon the effectiveness of this Agreement, all Loans owing by the Borrower and outstanding under the Existing Credit Agreement shall continue as Loans hereunder and shall constitute advances hereunder,
and all Letters of Credit outstanding under the Existing Credit Agreement and any of the Prior Loan Documents shall continue as Letters of Credit hereunder. Base Rate Loans under the Existing Credit Agreement shall accrue interest at the Base Rate
hereunder and the parties hereto agree that the Interest Periods for all Eurocurrency Rate Loans outstanding under the Existing Credit Agreement on the Closing Date shall remain in effect without renewal, interruption or extension as Eurocurrency
Rate Loans under this Agreement and accrue interest at the Eurocurrency Rate hereunder; provided, that on and after the Closing Date, the Applicable Rate applicable to any Loan or Letter of Credit hereunder shall be as set forth in the
definition of “Applicable Rate” in Section 1.01, without regard to any margin applicable thereto under the Existing Credit Agreement prior to the Closing Date. 

  
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 1.08    Interest Rates(a) . The Administrative Agent does
not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “Eurodollar Rate” or with respect to
any rate that is an alternative or replacement for or successor to any of such rate (including, without limitation, any LIBOR Successor Rate) or the effect of any of the foregoing, or of any LIBOR
Successor Rate Conforming Changes. 
 ARTICLE II. THE COMMITMENTS AND CREDIT EXTENSIONS 

2.01    Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees
to make loans (each such loan, a “Committed Loan”) to the Borrower from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s
Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and (ii) the Revolving Credit Exposure of any Lender shall not exceed
such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, the Borrower may borrow under this Section 2.01, prepay under
Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 

2.02    Borrowings, Conversions and Continuations of Committed Loans. 

(a)    Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of
Eurodollar Rate Loans shall be made upon the Borrower’s irrevocable notice to the Administrative Agent, which may be given by (A) telephone, or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed
immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such Committed Loan Notice must be received by the Administrative Agent not later than 10:00 a.m. (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each Borrowing of,
conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Except as provided in Section 2.03(c), each Borrowing of or conversion to
Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Borrower is requesting a Committed Borrowing, a conversion of
Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of
Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect
thereto. If the Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or
converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 

(b)    Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each Lender of the
amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion
to Base Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its 

  
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Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 12:00 p.m. on the Business Day specified in the
applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative
Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or
(ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the Borrower; provided, however, that if, on the date the Committed Loan Notice
with respect to such Borrowing is given by the Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any such L/C Borrowings, and second, shall be made
available to the Borrower as provided above. 
 (c)    Except as otherwise provided herein, a Eurodollar Rate Loan may
be continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the
Required Lenders. 
 (d)    The Administrative Agent shall promptly notify the Borrower and the Lenders of the interest
rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify the Borrower and the Lenders of any change in Bank of
America’s prime rate used in determining the Base Rate promptly following the public announcement of such change. 

(e)    After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and
all continuations of Committed Loans as the same Type, there shall not be more than 10 Interest Periods in effect with respect to Committed Loans. 

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

(a)    The Letter of Credit Commitment. 

(i)    Subject to the terms and conditions set forth herein, (A) each L/C Issuer agrees, in reliance
upon the agreements of the Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of
Credit for the account of the Borrower, and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the
Lenders severally agree to participate in Letters of Credit issued for the account of the Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the
Total Outstandings shall not exceed the Aggregate Commitments, (y) the Revolving Credit Exposure of any Lender shall not exceed such Lender’s Commitment, and (z) the Outstanding Amount of the L/C Obligations shall not exceed the
Letter of Credit Sublimit; provided, further, that after giving effect to all L/C Credit Extensions, the aggregate Outstanding Amount of all L/C Obligations of any L/C Issuer shall not exceed such L/C Issuer’s L/C Commitment. Each
request by the Borrower for the issuance or amendment of a Letter of Credit shall be deemed to be a representation by the Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to


  
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the preceding sentence. Within the foregoing limits, and subject to the terms and conditions hereof, the Borrower’s ability to obtain Letters of Credit shall be fully revolving, and
accordingly the Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued
pursuant hereto by such L/C Issuer that issued them, and from and after the Closing Date shall be subject to and governed by the terms and conditions hereof. 

(ii)    No L/C Issuer shall issue any Letter of Credit, if: 

(A)    subject to Section 2.03(b)(iii), the expiry date of the requested Letter
of Credit would occur more than twelve months after the date of issuance or last extension, unless the Required Lenders have approved such expiry date; or 

(B)    the expiry date of the requested Letter of Credit would occur after the Letter of Credit Expiration
Date, unless all the Lenders have approved such expiry date. 
 (iii)    No L/C Issuer shall be under any
obligation to issue any Letter of Credit if: 
 (A)    any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain such L/C Issuer from issuing the Letter of Credit, or any Law applicable to such L/C Issuer or any request or directive (whether or not having the force of law) from any
Governmental Authority with jurisdiction over such L/C Issuer shall prohibit, or request that such L/C Issuer refrain from, the issuance of letters of credit generally or the Letter of Credit in particular or shall impose upon such L/C Issuer with
respect to the Letter of Credit any restriction, reserve or capital requirement (for which such L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon such L/C Issuer any unreimbursed loss, cost or
expense which was not applicable on the Closing Date and which such L/C Issuer in good faith deems material to it; 

(B)    the issuance of the Letter of Credit would violate one or more policies of such L/C Issuer
applicable to letters of credit generally; 
 (C)    except as otherwise agreed by the Administrative
Agent and such L/C Issuer, the Letter of Credit is in an initial stated amount less than $75,000.00; 

(D)    the Letter of Credit is to be denominated in a currency other than Dollars; 

(E)    any Lender is at that time a Defaulting Lender, unless such L/C Issuer has entered into
arrangements, including the delivery of Cash Collateral, satisfactory to such L/C Issuer (in its sole discretion) with the Borrower or such Lender to eliminate such L/C Issuer’s actual or potential Fronting Exposure (after giving effect to
Section 2.16(a)(iv)) with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other L/C Obligations as to which such L/C Issuer has actual or
potential Fronting Exposure, as it may elect in its sole discretion; or 
 (F)    the Letter of Credit
contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. 

(iv)    No L/C Issuer shall amend any Letter of Credit if such L/C Issuer would not be permitted at such
time to issue the Letter of Credit in its amended form under the terms hereof. 

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

(b)    Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit. 

(i)    Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the
Borrower delivered to an L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately completed and signed by a Responsible Officer of the Borrower. Such Letter of Credit Application may be sent
by facsimile, by United States mail, by overnight courier, by electronic transmission using the system provided by such L/C Issuer, by personal delivery or by any other means acceptable to such L/C Issuer. Such Letter of Credit Application must be
received by such L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least two Business Days (or such later date and time as the Administrative Agent and such L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may be. In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer:
(A) the proposed issuance date of the requested Letter of Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to
be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit;
and (H) such other matters as such L/C Issuer may require. In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in form and detail satisfactory to such L/C Issuer
(A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof (which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as such L/C Issuer may require.
Additionally, the Borrower shall furnish to such L/C Issuer and the Administrative Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as such L/C Issuer or
the Administrative Agent may require. 
 (ii)    Promptly after receipt of any Letter of Credit
Application, the applicable L/C Issuer will confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application from the Borrower and, if not, such L/C Issuer will
provide the Administrative Agent with a copy thereof. Unless such L/C Issuer has received written notice from any Lender, the Administrative Agent or any Loan Party, at least one Business Day prior to the requested date of issuance or amendment of
the applicable Letter of Credit, that one or more applicable conditions contained in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, such L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Borrower or enter into the applicable 

  
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amendment, as the case may be, in each case in accordance with such L/C Issuer’s usual and customary business practices. Immediately upon the issuance of each Letter of Credit, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from such L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Lender’s Applicable Percentage times the
amount of such Letter of Credit. 
 (iii)    If the Borrower so requests in any applicable Letter of
Credit Application, the applicable L/C Issuer may, in its sole discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto-Extension Letter of Credit”); provided that any such
Auto-Extension Letter of Credit must permit such L/C Issuer to prevent any such extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not
later than a day (the “Non-Extension Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued.
Unless otherwise directed by such L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer for any such extension. Once an Auto-Extension Letter of Credit has been issued, the Lenders shall be deemed to have
authorized (but may not require) such L/C Issuer to permit the extension of such Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however, that such L/C Issuer shall not
permit any such extension if (A) such L/C Issuer has determined that it would not be permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the
provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or in writing) on or before the day that is seven
Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any
Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing such L/C Issuer not to permit such extension. 

(iv)    If the Borrower so requests in any applicable Letter of Credit Application, the applicable L/C
Issuer may, in its sole discretion, agree to issue a Letter of Credit that permits the automatic reinstatement of all or a portion of the stated amount thereof after any drawing thereunder (each, an “Auto-Reinstatement Letter of
Credit”). Unless otherwise directed by such L/C Issuer, the Borrower shall not be required to make a specific request to such L/C Issuer to permit such reinstatement. Once an Auto-Reinstatement Letter of Credit has been issued, except as
provided in the following sentence, the Lenders shall be deemed to have authorized (but may not require) such L/C Issuer to reinstate all or a portion of the stated amount thereof in accordance with the provisions of such Letter of Credit.
Notwithstanding the foregoing, if such Auto-Reinstatement Letter of Credit permits such L/C Issuer to decline to reinstate all or any portion of the stated amount thereof after a drawing thereunder by giving notice of such non-reinstatement within a specified number of days after such drawing (the “Non-Reinstatement Deadline”), such L/C Issuer shall not permit such reinstatement
if it has received a notice (which may be by telephone or in writing) on or before the day that is seven Business Days before the Non-Reinstatement Deadline (A) from the Administrative Agent that the
Required Lenders have elected not to permit such reinstatement or (B) from the Administrative Agent, any Lender or the Borrower that one or more of the applicable conditions specified in Section 4.02 is not then
satisfied (treating such reinstatement as an L/C Credit Extension for purposes of this clause) and, in each case, directing such L/C Issuer not to permit such reinstatement. 

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

  
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 (c)    Drawings and Reimbursements; Funding of Participations.

 (i)    Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such
Letter of Credit, the affected L/C Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date of any payment by the affected L/C Issuer under a Letter of Credit (each such date, an “Honor
Date”), the Borrower shall reimburse such L/C Issuer directly (in accordance with the terms of such L/C Issuer’s Letter of Credit documentation) in an amount equal to the amount of such drawing. If the Borrower fails to so reimburse
such L/C Issuer by such time, such L/C Issuer shall promptly notify the Administrative Agent of the Honor Date, the amount of the unreimbursed drawing (the “Unreimbursed Amount”), and the Administrative Agent shall promptly notify
each Lender of the Honor Date, Unreimbursed Amount, and the amount of such Lender’s Applicable Percentage thereof. 
 In such event, the Borrower shall
be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for
the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice).
Any notice given by an L/C Issuer or the Administrative Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice. 
 (ii)    Each Lender
shall upon any notice pursuant to Section 2.03(c)(i) make funds available (and the Administrative Agent may apply Cash Collateral provided for this purpose) for the account of the affected L/C Issuer at the Administrative
Agent’s Office in an amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 10:00 a.m. on the Business Day specified in such notice by the Administrative Agent, whereupon, subject to the provisions of
Section 2.03(c)(iii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to the Borrower in such amount. The Administrative Agent shall remit the funds so received to the
affected L/C Issuer. 
 (iii)    With respect to any Unreimbursed Amount that is not fully refinanced by
a Committed Borrowing of Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrower shall be deemed to have incurred from the affected L/C Issuer an L/C
Borrowing in the amount of the Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to
the Administrative Agent for the account of the affected L/C Issuer pursuant to Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such
Lender in satisfaction of its participation obligation under this Section 2.03. 

(iv)    Until each Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the affected L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the
affected L/C Issuer. 
 (v)    Each Lender’s obligation to make Committed Loans or L/C Advances to
reimburse an L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), 

  
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shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have
against such L/C Issuer, the Borrower or any other Person for any reason whatsoever; (B) as to L/C Advances, the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other
than delivery by the Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of the Borrower to reimburse an L/C Issuer for the amount of any payment made by such L/C Issuer under any
Letter of Credit, together with interest as provided herein. 
 (vi)    If any Lender fails to make
available to the Administrative Agent for the account of an L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in
Section 2.03(c)(ii), then, without limiting the other provisions of this Agreement, such L/C Issuer shall be entitled to recover from such Lender (acting through the Administrative Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to such L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by such L/C
Issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by such L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest
and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of an L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent manifest error. 

(d)    Repayment of Participations. 

(i)    At any time after an L/C Issuer has made a payment under any Letter of Credit and has received from
any Lender such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if the Administrative Agent receives for the account of such L/C Issuer any payment in respect of the related
Unreimbursed Amount or interest thereon (whether directly from the Borrower or otherwise, including proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative Agent will distribute to such Lender its Applicable
Percentage thereof in the same funds as those received by the Administrative Agent. 
 (ii)    If any
payment received by the Administrative Agent for the account of an L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by such L/C Issuer in its discretion), each Lender shall pay to the Administrative Agent for the account of such L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent,
plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders under this clause shall survive
the payment in full of the Obligations and the termination of this Agreement. 

  
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 (e)    Obligations Absolute. The obligation of the Borrower to
reimburse an L/C Issuer for each drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances,
including the following: 
 (i)    any lack of validity or enforceability of such Letter of Credit, this
Agreement, or any other Loan Document; 
 (ii)    the existence of any claim, counterclaim, setoff,
defense or other right that the Borrower or any Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), such L/C Issuer or
any other Person, whether in connection with this Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 

(iii)    any draft, demand, certificate or other document presented under such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or delay in the transmission or otherwise of any document required in order to make a drawing under such
Letter of Credit; 
 (iv)    waiver by such L/C Issuer of any requirement that exists for such L/C
Issuer’s protection and not the protection of the Borrower or any waiver by such L/C Issuer which does not in fact materially prejudice the Borrower; 

(v)    honor of a demand for payment presented electronically even if such Letter of Credit requires that
demand be in the form of a draft; 
 (vi)    any payment made by such L/C Issuer in respect of an
otherwise complying item presented after the date specified as the expiration date of, or the date by which documents must be received under such Letter of Credit if presentation after such date is authorized by the UCC or the ISP, as applicable;

 (vii)    any payment by such L/C Issuer under such Letter of Credit against presentation of a draft or
certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by such L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising
in connection with any proceeding under any Debtor Relief Law; or 
 (viii)    any other circumstance or
happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or any Subsidiary. 

The Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with the Borrower’s instructions or other irregularity, the Borrower will immediately notify the applicable L/C Issuer. The Borrower shall be conclusively deemed to have waived any such claim against such L/C Issuer
and its correspondents unless such notice is given as aforesaid. 
 (f)    Role of L/C Issuer. Each Lender and
the Borrower agree that, in paying any drawing under a Letter of Credit, the applicable L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document. None of any L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Lenders


  
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or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Issuer Document. The Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not, preclude the Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of
any L/C Issuer, the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of any L/C Issuer shall be liable or responsible for any of the matters described in
Section 2.03(e); provided, however, that anything in such Section to the contrary notwithstanding, the Borrower may have a claim against an L/C Issuer, and such L/C Issuer may be liable to the Borrower, to the
extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by the Borrower which the Borrower proves were caused by such L/C Issuer’s willful misconduct or gross negligence or such L/C
Issuer’s willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit (as finally determined by a
court of competent jurisdiction). In furtherance and not in limitation of the foregoing, an L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or
information to the contrary, and such L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or
proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. An L/C Issuer may send a Letter of Credit or conduct any communication to or from the beneficiary via the Society for Worldwide Interbank Financial
Telecommunication (“SWIFT”) message or overnight courier, or any other commercially reasonable means of communicating with a beneficiary. 

(g)    Applicability of ISP; Limitation of Liability. Unless otherwise expressly agreed by the applicable L/C
Issuer and the Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each standby Letter of Credit. Notwithstanding the foregoing, an L/C Issuer
shall not be responsible to the Borrower for, and such L/C Issuer’s rights and remedies against the Borrower shall not be impaired by, any action or inaction of such L/C Issuer required or permitted under any law, order, or practice that is
required or permitted to be applied to any Letter of Credit or this Agreement, including the Law or any order of a jurisdiction where such L/C Issuer or the beneficiary is located, the practice stated in the ISP or in the decisions, opinions,
practice statements, or official commentary of the ICC Banking Commission, the Bankers Association for Finance and Trade—International Financial Services Association (BAFT-IFSA), or the Institute of International Banking Law &
Practice, whether or not any Letter of Credit chooses such law or practice. 
 (h)    Letter of Credit Fees. The
Borrower shall pay to the Administrative Agent for the account of each Lender in accordance, subject to Section 2.16, with its Applicable Percentage a Letter of Credit fee (the “Letter of Credit Fee”) for
each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06. Letter of Credit Fees shall be (i) due and payable on the first Business Day after the end of each March, June, September and December, commencing
with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (ii) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate
during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding
anything to the contrary contained herein, upon the request of the Required Lenders, while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate. 

  
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 (i)    Documentary and Processing Charges Payable to L/C Issuer.
The Borrower shall pay directly to each L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of such L/C Issuer relating to letters of credit as from time to
time in effect. Such customary fees and standard costs and charges are due and payable on demand and are nonrefundable. Any such customary fees and standard costs and charges not paid by the Borrower shall be reimbursed by the Lenders in an amount
equal to its Applicable Percentage of such customary fees and standard costs and charges. 
 (j)    Conflict with
Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Document, the terms hereof shall control. 

(k)    L/C Issuer Reports to the Administrative Agent. Unless otherwise agreed by the Administrative Agent, each
L/C Issuer shall, in addition to its notification obligations set forth elsewhere in this Section, provide the Administrative Agent a Letter of Credit Report, as set forth below: 

(i)    reasonably prior to the time that such L/C Issuer issues, amends, renews, increases or extends a
Letter of Credit, the date of such issuance, amendment, renewal, increase or extension and the stated amount of the applicable Letters of Credit after giving effect to such issuance, amendment, renewal or extension (and whether the amounts thereof
shall have changed); 
 (ii)    on any other Business Day, such other information as the Administrative
Agent shall reasonably request as to the Letters of Credit issued by such L/C Issuer; and 
 (iii)    for
so long as any Letter of Credit issued by an L/C Issuer is outstanding, such L/C Issuer shall deliver to the Administrative Agent (A) on the last Business Day of each calendar month, (B) at all other times a Letter of Credit Report is
required to be delivered pursuant to this Agreement, and (C) on each date that (1) an L/C Credit Extension occurs or (2) there is any expiration, cancellation and/or disbursement, in each case, with respect to any such Letter of
Credit, a Letter of Credit Report appropriately completed with the information for every outstanding Letter of Credit issued by such L/C Issuer. 

(l)    Removal of L/C Issuer. If a Person serving as an L/C Issuer is a Defaulting Lender, the Required Lenders
may, to the extent permitted by Applicable Law, by notice in writing to the Borrower, the Administrative Agent, the other L/C Issuers and such Person remove such Person as an L/C Issuer, and the Borrower (with the prior consent of the Administrative
Agent) may replace such L/C Issuer with any Lender who is not a Defaulting Lender (provided that no Lender shall be required to become an L/C Issuer pursuant to this Paragraph without such Lender’s consent). If no such successor shall
have been so selected and shall have accepted such selections within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “L/C Issuer Removal Effective Date”), then such removal shall nonetheless become
effective in accordance with such notice on the L/C Issuer Removal Effective Date. 
 2.04    Intentionally
Omitted. 
 2.05    Prepayments. 

(a)    (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a
Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in
a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base
Rate 

  
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Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of
Base Rate Committed Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding.    Each such notice shall
specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to
Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. 

(b)    If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower
shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to
this Section 2.05(B) unless after the prepayment in full of the Committed Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 

2.06    Termination or Reduction of Commitments. 

(a)    The Borrower may, upon notice to the Administrative Agent, terminate the Aggregate Commitments, or from time to
time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date of termination or reduction, (ii) any
such partial reduction shall be in an aggregate amount of $1,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any
concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit exceeds the amount of the Aggregate
Commitments, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess. 
 (b)    On the
Amendment No. 2 Effective Date the Aggregate Commitments shall be permanently reduced by $20,000,000 to $215,000,000. 

(c)    The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the
Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the effective date of such termination. 
 2.07    Repayment of Loans. The Borrower shall
repay to the Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on such date. 

2.08    Interest. 

(a)    Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan
shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Committed Loan shall bear
interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. 

  
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 (b)    (i) If any amount of principal of any Loan is not paid when due
(without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest
extent permitted by Applicable Laws. 
 (ii)    If any amount (other than principal of any Loan) payable
by the Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by Applicable Laws. 

(iii)    Upon the request of the Required Lenders, while any Event of Default exists (other than as set
forth in clauses (b)(i) and (b)(ii) above), the Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest rate per annum at all times equal to the Default
Rate to the fullest extent permitted by Applicable Laws. 
 (iv)    Accrued and unpaid interest on past
due amounts (including interest on past due interest) shall be due and payable upon demand. 
 (c)    Interest on each
Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment,
and before and after the commencement of any proceeding under any Debtor Relief Law. 
 2.09    Fees. In
addition to certain fees described in subsections (h) and (i) of Section 2.03: 

(a)    Unused Commitment Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender in
accordance with its Applicable Percentage, an unused commitment fee equal to the Applicable Rate times the actual daily amount by which (a) the Aggregate Commitments exceeds (b) the sum of (i) the Outstanding Amount of
Committed Loans and (ii) the Outstanding Amount of L/C Obligations, subject to adjustment as provided in Section 2.16. The unused commitment fee shall accrue at all times during the Availability Period, including at
any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first
such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount
shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. 

(b)    Other Fees. (i) The Borrower shall pay to the Arranger and the Administrative Agent for their own
respective accounts fees in the amounts and at the times specified in the Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

(ii)    The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in
writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 

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

(b)    If, as a result of any restatement of or other adjustment to the financial statements of the Borrower or for any
other reason, the Borrower or the Lenders determine that (i) the Pricing Total Lease Adjusted Leverage Ratio (as defined in the definition of “Applicable Rate”) as calculated by the Borrower as of any applicable date was inaccurate
and (ii) a proper calculation of the Pricing Total Lease Adjusted Leverage Ratio would have resulted in higher pricing for such period, the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent for the
account of the applicable Lenders or the applicable L/C Issuers, as the case may be, promptly on demand by the Administrative Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States, automatically and without further action by the Administrative Agent, any Lender or any L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have been paid for such period
over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of the Administrative Agent, any Lender or any L/C Issuer, as the case may be, under Section 2.03(c)(iii),
2.03(h) or 2.08(b) or under Article VIII. The Borrower’s obligations under this paragraph shall survive the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder.

 2.11    Evidence of Debt. 

(a)    The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such
Lender in the ordinary course of business. The Administrative Agent shall maintain the Register in accordance with Section 10.06(c). The accounts or records maintained by each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the Register, the Register shall control in the absence of manifest error. Upon the request
of any Lender made through the Administrative Agent, the Borrower shall execute and deliver to such Lender (through the Administrative Agent) a Note, which shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender
may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto. 

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

  
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 2.12    Payments Generally; Administrative
Agent’s Clawback. 
 (a)    General. All payments to be made by the Borrower shall
be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for
the account of the respective Lenders to which such payment is owed, at the Administrative Agent’s Office in Dollars and in immediately available funds not later than 11:00 a.m. on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by the Administrative
Agent after 11:00 a.m. shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. 

(b)    (i) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have
received notice from a Lender prior to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 11:00 a.m. on the date of such Committed Borrowing) that such
Lender will not make available to the Administrative Agent such Lender’s share of such Committed Borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with
Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in
reliance upon such assumption, make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing available to the Administrative Agent, then the applicable Lender
and the Borrower severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each day from and including the date such amount is made available to the
Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Administrative Agent in connection with the foregoing, and (B) in the case of a payment to be made by the Borrower,
the interest rate applicable to Base Rate Loans. If the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of
such interest paid by the Borrower for such period. If such Lender pays its share of the applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such
Committed Borrowing. Any payment by the Borrower shall be without prejudice to any claim the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 

(ii)    Payments by Borrower; Presumptions by Administrative Agent. Unless the Administrative Agent
shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuers hereunder that the Borrower will not make such payment, the Administrative Agent
may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuers, as the case may be, the amount due. In such event, if the Borrower has
not in fact made such payment, then each of the Lenders or the applicable L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or such L/C Issuer, in
immediately available funds with interest thereon, for each day from and including the date such 

  
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amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in
accordance with banking industry rules on interbank compensation. 
 A notice of the Administrative Agent to any Lender or the Borrower with
respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 

(c)    Failure to Satisfy Conditions Precedent. If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable
Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without
interest. 
 (d)    Obligations of Lenders Several. The obligations of the Lenders hereunder to make Committed
Loans, to fund participations in Letters of Credit and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such participation or to make
any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, to purchase its participation or to make its payment under Section 10.04(c). 

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

2.13    Sharing of Payments by Lenders. If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in L/C Obligations held by it resulting in such Lender’s receiving payment of a proportion of
the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent
of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in L/C Obligations of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such
payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that: 

(i)    if any such participations or subparticipations are purchased and all or any portion of the payment
giving rise thereto is recovered, such participations or subparticipations shall be rescinded and the purchase price restored to the extent of such recovery, without interest; and 

(ii)    the provisions of this Section shall not be construed to apply to (x) any payment made by or
on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender), (y) the application of Cash Collateral provided for in
Section 2.15, or (z) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Committed Loans or subparticipations in L/C Obligations to any assignee or
participant, other than an assignment to the Borrower or any Affiliate thereof (as to which the provisions of this Section shall apply). 

  
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 The Borrower consents to the foregoing and agrees, to the extent it may effectively do so
under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct
creditor of the Borrower in the amount of such participation. 
 2.14    Increase in Commitments. 

(a)    Request for Increase. Provided there exists no Default, upon notice to the Administrative Agent (which shall
promptly notify the Lenders), the Borrower may from time to time after January 1, 2022 request an increase in the Aggregate Commitments by an amount (for all such requests) not exceeding $100,000,000.00 (an “Incremental
Facility”); provided that (i) any such request for an Incremental Facility shall be in a minimum amount of $25,000,000, and (ii) the Borrower may make a maximum of three such requests. At the time of sending such notice,
the Borrower (in consultation with the Administrative Agent) shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of delivery of such notice to the
Lenders). 
 (b)    Lender Elections to Increase. Each Lender shall notify the Administrative Agent within such
time period whether or not it agrees to increase its Commitment and, if so, whether by an amount equal to, greater than, or less than its Applicable Percentage of such requested increase. Any Lender not responding within such time period shall be
deemed to have declined to increase its Commitment. 
 (c)    Notification by Administrative Agent; Additional
Lenders. The Administrative Agent shall notify the Borrower and each Lender of the Lenders’ responses to each request made hereunder. To achieve the full amount of a requested increase and subject to the approval of the Administrative Agent
and each L/C Issuer, the Borrower may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement to this Agreement in form and substance satisfactory to the Administrative Agent. 

(d)    Effective Date and Allocations. If the Aggregate Commitments are increased in accordance with this Section,
the Administrative Agent and the Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of
the final allocation of such increase and the Increase Effective Date. 
 (e)    Conditions to Effectiveness of
Increase. As a condition precedent to such increase, (i) the Borrower shall deliver to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date (in sufficient copies for each Lender) signed by a
Responsible Officer of such Loan Party (x) certifying and attaching the resolutions adopted by such Loan Party approving or consenting to such increase, and (y) in the case of the Borrower, certifying that, before and after giving effect
to such increase, (A) the representations and warranties contained in Article V and the other Loan Documents are true and correct on and as of the Increase Effective Date, except to the extent that such representations
and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.14, the representations and warranties contained in
subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b),
respectively, of Section 6.01, and (B) both before and after giving effect to the Incremental Facility, no Default exists or would result therefrom, and (ii) (x) upon the reasonable request of any Lender made at
least 3 days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know
your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Increase Effective Date and (y) at least 2 days prior to the Increase Effective Date, if the
Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have delivered, to each Lender that so 

  
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requests, a Beneficial Ownership Certification in relation to it. If required by any Lender increasing its Commitment or any new Lender, the Borrower shall also deliver a favorable opinion or
opinions of counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, substantially similar to the form of opinion set forth in Exhibit F. The Borrower shall prepay any Committed Loans outstanding
on the Increase Effective Date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary to keep the outstanding Committed Loans ratable with any revised Applicable Percentages arising from
any nonratable increase in the Commitments under this Section. 
 (f)    Incremental Facility. Except as
otherwise specifically set forth herein, all of the other terms and conditions applicable to such Incremental Facility shall be identical to the terms and conditions applicable to the Loans. 

(g)    Conflicting Provisions. This Section shall supersede any provisions in
Section 2.13 or 10.01 to the contrary. 
 (h)    No Commitment to Increase. The
Borrower acknowledges that this Section 2.14 is not a commitment by Administrative Agent or any Lender to make any increase in the Aggregate Commitments, and the Administrative Agent may approve or reject any request for an
increase in its sole discretion. 
 2.15    Cash Collateral. 

(a)    Certain Credit Support Events. If (i) any L/C Issuer has honored any full or partial drawing request
under any Letter of Credit and such drawing has resulted in an L/C Borrowing, (ii) as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding, (iii) the Borrower shall be required to provide Cash
Collateral pursuant to Section 8.02(c), or (iv) there shall exist a Defaulting Lender, the Borrower shall immediately (in the case of clause (iii) above) or within one Business Day (in all
other cases) following any request by the Administrative Agent or the affected L/C Issuer, provide Cash Collateral in an amount not less than the applicable Minimum Collateral Amount (determined in the case of Cash Collateral provided pursuant to
clause (iv) above, after giving effect to Section 2.16(a)(iv) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines that any funds held as
Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or that the total amount of such funds is less than the aggregate Outstanding Amount of all L/C Obligations, the Borrower will, forthwith upon demand
by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate Outstanding Amount over (y) the total amount of funds, if any, then
held as Cash Collateral that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent
permitted under Applicable Laws, to reimburse the L/C Issuers. Additionally, if the Administrative Agent notifies the Borrower at any time that the Outstanding Amount of all L/C Obligations at such time exceeds 105% of the Letter of Credit Sublimit
then in effect, then, within two Business Days after receipt of such notice, the Borrower shall provide Cash Collateral for the Outstanding Amount of the L/C Obligations in an amount not less than the amount by which the Outstanding Amount of all
L/C Obligations exceeds the Letter of Credit Sublimit. 
 (b)    Grant of Security Interest. The Borrower, and to
the extent provided by any Defaulting Lender, such Defaulting Lender, hereby grants to (and subjects to the control of) the Administrative Agent, for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and agrees to maintain, a
first priority security interest in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto, and in all proceeds of the foregoing, all as security for the obligations to which such
Cash Collateral may be applied pursuant to Section 2.15(c). If at any time the Administrative Agent determines that Cash Collateral is subject to any right or claim of any Person other


  
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than the Administrative Agent or the L/C Issuers as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the Borrower will, promptly upon
demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency. All Cash Collateral (other than credit support not constituting funds subject to deposit)
shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America. The Borrower shall pay on demand therefor from time to time all customary account opening, activity and other
administrative fees and charges in connection with the maintenance and disbursement of Cash Collateral. 

(c)    Application. Notwithstanding anything to the contrary contained in this Agreement, Cash Collateral provided
under any of this Section 2.15 or Sections 2.03, 2.04, 2.05, 2.16 or 8.02 in respect of Letters of Credit shall be held and applied to the satisfaction of the specific
L/C Obligations, obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any
other application of such property as may otherwise be provided for herein. 
 (d)    Release. Cash Collateral
(or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section 10.06(b)(vi))) or (ii) the determination by the Administrative
Agent and the affected L/C Issuers that there exists excess Cash Collateral; provided, however, (x) any such release shall be without prejudice to, and any disbursement or other transfer of Cash Collateral shall be and remain
subject to, any other Lien conferred under the Loan Documents and the other applicable provisions of the Loan Documents, and (y) the Person providing Cash Collateral and the affected L/C Issuers may agree that Cash Collateral shall not be
released but instead held to support future anticipated Fronting Exposure or other obligations. 

2.16    Defaulting Lenders. 

(a)    Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a
Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law: 

(i)    Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any
amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section 10.01. 

(ii)    Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts
received by the Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article VIII or otherwise) or received by the Administrative Agent from a Defaulting
Lender pursuant to Section 10.08 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the
Administrative Agent hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the L/C Issuers hereunder; third, to Cash Collateralize the L/C Issuers’ Fronting Exposure with respect
to such Defaulting Lender in accordance with Section 2.15; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Loan in respect of which such Defaulting Lender
has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative Agent and the Borrower, to be held in a deposit account and released pro rata in
order to (x) satisfy such 

  
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Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (y) Cash Collateralize the L/C Issuers’ future Fronting Exposure with
respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.15; sixth, to the payment of any amounts owing to the Lenders or the L/C Issuers as
a result of any judgment of a court of competent jurisdiction obtained by any Lender or any L/C Issuer against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so
long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such
Defaulting Lender’s breach of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the
principal amount of any Loans or L/C Borrowings in respect of which such Defaulting Lender has not fully funded its appropriate share, and (y) such Loans were made or the related Letters of Credit were issued at a time when the conditions set
forth in Section 4.02 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and L/C Obligations owed to, all Non-Defaulting Lenders on a pro rata basis
prior to being applied to the payment of any Loans of, or L/C Obligations owed to, such Defaulting Lender until such time as all Loans and funded and unfunded participations in L/C Obligations are held by the Lenders pro rata in accordance with the
Commitments hereunder without giving effect to Section 2.16(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or
to post Cash Collateral pursuant to this Section 2.16(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

(iii)    Certain Fees. 

(A)    No Defaulting Lender shall be entitled to receive any fee payable under
Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting
Lender). 
 (B)    Each Defaulting Lender shall be entitled to receive Letter of Credit Fees for any
period during which that Lender is a Defaulting Lender only to the extent allocable to its Applicable Percentage of the stated amount of Letters of Credit for which it has provided Cash Collateral pursuant to Section 2.15.

 (C)    With respect to any fee payable under Section 2.09(a) or any Letter
of Credit Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (x) pay to each Non-Defaulting Lender that
portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations that has been reallocated to such Non-Defaulting Lender
pursuant to clause (iv) below, (y) pay to the affected L/C Issuer the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such L/C Issuer’s Fronting Exposure to such
Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee. 

(iv)    Reallocation of Applicable Percentages to Reduce Fronting Exposure. All or any part of such
Defaulting Lender’s participation in L/C Obligations shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Applicable Percentages (calculated without regard to such
Defaulting Lender’s Commitment) but only to the extent that (x) the conditions set forth in Section 4.02 are satisfied at the time of such reallocation (and, unless the


  
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Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and
(y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Commitment.
Subject to Section 10.20, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including
any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation. 

(v)    Cash Collateral. If the reallocation described in clause (a)(iv)
above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, Cash Collateralize the L/C Issuers’ Fronting Exposure in accordance with the
procedures set forth in Section 2.15. 
 (b)    Defaulting Lender Cure. If the
Borrower, the Administrative Agent and the L/C Issuers agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other
actions as the Administrative Agent may determine to be necessary to cause the Committed Loans and funded and unfunded participations in Letters of Credit to be held on a pro rata basis by the Lenders in accordance with their Applicable Percentages
(without giving effect to Section 2.16(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or
on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will
constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

(c)    New Letters of Credit. So long as any Lender is a Defaulting Lender, no L/C Issuer shall be required to
issue, extend, increase, reinstate or renew any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto. 

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 

3.01    Taxes. 

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

(i)    Any and all payments by or on account of any obligation of any Loan Party under any Loan Document
shall be made without deduction or withholding for any Taxes, except as required by Applicable Laws. If any Applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from
any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to
subsection (e) below. 
 (ii)    If any Loan Party or the Administrative Agent
shall be required by the Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are
determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the 

  
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Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or
deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to
additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. 

(iii)    If any Loan Party or the Administrative Agent shall be required by any Applicable Laws other than
the Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information
and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the
relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by the applicable Loan Party shall be increased as necessary so that
after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section 3.01) the applicable Recipient receives an amount equal to the sum it
would have received had no such withholding or deduction been made. 
 (b)    Payment of Other Taxes by the
Borrower. Without limiting the provisions of subsection (a) above, the Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent
timely reimburse it for the payment of, any Other Taxes. 
 (c)    Tax Indemnifications. (i) The Borrower
shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to
amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or an
L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. The Borrower shall, and does hereby, indemnify the
Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to
Section 3.01(c)(ii) below. 
 (ii)    Each Lender and each L/C Issuer shall,
and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the
extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) the Administrative Agent and the Borrower, as applicable, against any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrower, as applicable,
against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrower 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 

  
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to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and each L/C Issuer hereby authorizes the
Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this
clause (ii). 
 (d)    Evidence of Payments. Upon request by the Borrower or the
Administrative Agent, as the case may be, after any payment of Taxes by any Loan Party or by the Administrative Agent to a Governmental Authority as provided in this Section 3.01, the Borrower shall deliver to the
Administrative Agent or the Administrative Agent shall deliver to the Borrower, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to
report such payment or other evidence of such payment reasonably satisfactory to the Borrower or the Administrative Agent, as the case may be. 

(e)    Status of Lenders; Tax Documentation. 

(i)    Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to
payments made under any Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably
requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent,
shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation either (A) set
forth in Section 3.01(e)(ii)(A), (ii)(B) and (ii)(D) below or (B) required by Applicable Law other than the Code or the taxing authorities of the jurisdiction pursuant to such Applicable Law to comply
with the requirements for exemption or reduction of withholding tax in that jurisdiction) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material
unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. 

(ii)    Without limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,

 (A)    any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on
or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed originals of IRS Form
W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax; 

  
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 (B)    any Foreign Lender shall, to the extent it is
legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from
time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable: 

(I)    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 originals of IRS Form W-8BENE (or W-8BEN, as applicable) 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-8BENE (or W-8BEN, as applicable) establishing an exemption from, or reduction of, U.S. federal withholding
Tax pursuant to the “business profits” or “other income” article of such tax treaty; 

(II)    executed originals of IRS Form W-8ECI; 

(III)    in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest
under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit G-1 to the effect that such Foreign Lender is not a “bank” within the
meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in
Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed originals of IRS Form W-8BENE (or W-8BEN, as applicable); or 

(IV)    to the extent a Foreign Lender is not the beneficial owner, executed originals of IRS Form W-8IMY,
accompanied by IRS Form W-8ECI, IRS Form W-8BENE (or W-8BEN, as applicable), a U.S. Tax Compliance Certificate substantially in the form of
Exhibit G-2 or Exhibit G-3, IRS Form W-9, and/or other certification
documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender
may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf of each such direct and indirect partner; 

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

(D)    if a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding
Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and
the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the 

  
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Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine
the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. 

(iii)    Each Lender agrees that if any form or certification it previously delivered pursuant to this
Section 3.01 expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(f)    Treatment of Certain Refunds. Unless required by Applicable Laws, at no time shall the Administrative Agent
have any obligation to file for or otherwise pursue on behalf of a Lender or an L/C Issuer, or have any obligation to pay to any Lender or any L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or
such L/C Issuer, as the case may be. If any Recipient determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower
has paid additional amounts pursuant to this Section 3.01, it shall pay to the Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under
this Section 3.01 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by such
Recipient, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Recipient, agrees to repay the amount paid over to the
Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Recipient in the event the Recipient is required to repay such refund to such Governmental Authority. Notwithstanding anything to the
contrary in this subsection, in no event will the applicable Recipient be required to pay any amount to the Borrower pursuant to this subsection the payment of which would place the Recipient in a less favorable net
after-Tax position than such Recipient 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 subsection shall not be construed to require any Recipient to make available its tax returns (or any other information relating to its taxes that it deems
confidential) to the Borrower or any other Person. 
 (g)    Survival. Each party’s obligations under this
Section 3.01 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment,
satisfaction or discharge of all other Obligations. 
 (h)    Defined Terms. For purposes of this
Section 3.01, the term “Applicable Law” includes FATCA. 

3.02    Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its Lending Office to perform any of its obligations hereunder or make, maintain or fund or charge interest with respect to any Credit Extension or to determine or charge interest rates
based upon the Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such
Lender to the Borrower through the Administrative Agent, (i) any obligation of such Lender to issue, make, maintain, fund or charge interest with respect to any such Credit Extension or continue Eurodollar Rate Loans or to convert Base Rate
Committed Loans to Eurodollar Rate Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined


  
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by reference to the Eurodollar Rate component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the
Administrative Agent without reference to the Eurodollar Rate component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.
Upon receipt of such notice, (x) the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans (the interest rate on
which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Eurodollar Rate component of the Base Rate), either on the last day of the Interest Period
therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans and (y) if such notice asserts the illegality of
such Lender determining or charging interest rates based upon the Eurodollar Rate, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Eurodollar Rate component
thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon the Eurodollar Rate. Upon any such prepayment or conversion, the Borrower shall
also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05. 

3.03    Inability to Determine Rates. 

(a)    If in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof,
(i) the Administrative Agent determines that (A) Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or (B) (x) adequate
and reasonable means do not exist for determining the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan or in connection with an existing or proposed Base Rate Loan and (y) the circumstances
described in Section 3.03(c)(i) do not apply (in each case with respect to this clause (i), “Impacted Loans”), or (ii) the Administrative Agent or the Required Lenders determine that for any
reason the Eurodollar Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurodollar Rate Loan, the Administrative Agent will promptly
so notify the Borrower and each Lender. Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans or Interest Periods), and (y) in the
event of a determination described in the preceding sentence with respect to the Eurodollar Rate component of the Base Rate, the utilization of the Eurodollar Rate component in determining the Base Rate shall be suspended, in each case until the
Administrative Agent (or, in the case of a determination by the Required Lenders described in clause (ii) of Section 3.03(a), until the Administrative Agent upon the instruction of the Required Lenders) revokes
such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing
that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 

(b)    Notwithstanding the foregoing, if the Administrative Agent has made the determination described in clause
(i) of Section 3.03(a), the Administrative Agent, in consultation with the Borrower, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply
with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (i) of the first sentence of this Section, (2) the Required Lenders notify the
Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender 

  
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determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans
whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of
the foregoing and provides the Administrative Agent and the Borrower written notice thereof. 
 (c)    Notwithstanding
anything to the contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the Administrative Agent
(with, in the case of the Required Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined that: 

(i)    adequate and reasonable means do not exist for ascertaining LIBOR for any Interest Period hereunder
or any other tenors of LIBOR, including, without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely to be temporary; or 

(ii)    the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the
Administrative Agent or such administrator has made a public statement identifying a specific date after which LIBOR or the LIBOR Screen Rate shall no longer be made available, or used for determining the interest rate of loans, provided
that, at the time of such statement, there is no successor administrator that is satisfactory to the Administrative Agent, that will continue to provide LIBOR after such specific date (such specific date, the “Scheduled Unavailability
Date”); or 
 (iii)    the administrator of the LIBOR Screen Rate or a Governmental Authority
having jurisdiction over such administrator has made a public statement announcing that all Interest Periods and other tenors of LIBOR are no longer representative; or 

(iv)    syndicated loans currently being executed, or that include language similar to that contained in
this Section 3.03, are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace LIBOR; 

then, in the case of clauses (i) through (iii) above, on a date and time determined by the Administrative Agent (any such date, the
“LIBOR Replacement Date”), which date shall be at the end of an Interest Period or on the relevant interest payment date, as applicable, for interest calculated and shall occur reasonably promptly upon the occurrence of any of the
events or circumstances under clauses (i), (ii) or (iii) above and, solely with respect to clause (ii) above, no later than the Scheduled Unavailability Date, LIBOR will be replaced hereunder and under any Loan
Document with, subject to the proviso below, the first available alternative set forth in the order below for any payment period for interest calculated that can be determined by the Administrative Agent, in each case, without any amendment to, or
further action or consent of any other party to, this Agreement or any other Loan Document (the “LIBOR Successor Rate”; and any such rate before giving effect to the Related Adjustment, the
“Pre-Adjustment Successor Rate”): 
 (x)    Term
SOFR plus the Related Adjustment; and 
 (y)     SOFR plus the Related Adjustment; 

and in the case of clause (iv) above, the Borrower and Administrative Agent may amend this Agreement solely for the purpose of replacing LIBOR
under this Agreement and under any other Loan Document in accordance with the definition of “LIBOR Successor Rate” and such amendment will become effective at 

  
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5:00 p.m., on the fifth Business Day after the Administrative Agent shall have notified all Lenders and the Borrower of the occurrence of the circumstances described in clause
(iv) above unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required Lenders object to the implementation of a LIBOR Successor Rate pursuant to such
clause; provided that, if the Administrative Agent determines that Term SOFR has become available, is administratively feasible for the Administrative Agent and would have been identified as the
Pre-Adjustment Successor Rate in accordance with the foregoing if it had been so available at the time that the LIBOR Successor Rate then in effect was so identified, and the Administrative Agent notifies the
Borrower and each Lender of such availability, then from and after the beginning of the Interest Period, relevant interest payment date or payment period for interest calculated, in each case, commencing no less than thirty (30) days after the
date of such notice, the Pre-Adjustment Successor Rate shall be Term SOFR and the LIBOR Successor Rate shall be Term SOFR plus the relevant Related Adjustment. 

The Administrative Agent will promptly (in one or more notices) notify the Borrower and each Lender of (x) any occurrence of any of the
events, periods or circumstances under clauses (i) through (iii) above, (y) a LIBOR Replacement Date and (z) the LIBOR Successor Rate. 

Any LIBOR Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice
is not administratively feasible for the Administrative Agent, such LIBOR Successor Rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent. 

Notwithstanding anything else herein, if at any time any LIBOR Successor Rate as so determined would otherwise be less than 1.00%, the LIBOR
Successor Rate will be deemed to be 1.00% for the purposes of this Agreement and the other Loan Documents. 
 In connection with the
implementation of a LIBOR Successor Rate, the Administrative Agent will have the right to make LIBOR Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any
amendments implementing such LIBOR Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the
Administrative Agent shall post each such amendment implementing such LIBOR Successor Rate Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment becomes effective. 

If the events or circumstances of the type described in Sections 3.03(c)(i) through (iii) have occurred with respect to the
LIBOR Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “LIBOR Successor Rate.” 

(d)    Notwithstanding anything to the contrary herein, (i) after any such determination by the Administrative Agent
or receipt by the Administrative Agent of any such notice described under Sections 3.03(c)(i) through (iii), as applicable, if the Administrative Agent determines that none of the LIBOR Successor Rates is available on or
prior to the LIBOR Replacement Date, (ii) if the events or circumstances described in Sections 3.03(c)(iv) have occurred but none of the LIBOR Successor Rates is available, or (iii) if the events or circumstances of the type
described in Sections 3.03(c)(i) through (iii) have occurred with respect to the LIBOR Successor Rate then in effect and the Administrative Agent determines that none of the LIBOR Successor Rates is available, then
in each case, the Administrative Agent and the Borrower may amend this Agreement solely for the purpose of replacing LIBOR or any then current LIBOR Successor Rate at the end of any Interest Period, relevant interest payment date or payment period
for interest calculated, as applicable, in accordance with this Section 3.03 with another alternate benchmark rate giving due consideration to any evolving or then existing convention for U.S. Dollar denominated
syndicated 

  
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credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration
to any evolving or then existing convention for similar U.S. Dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as
selected by the Administrative Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a LIBOR Successor Rate. Any such amendment shall
become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time, Lenders comprising the Required Lenders have delivered to
the Administrative Agent written notice that such Required Lenders object to such amendment. 
 (e)    If, at the end of
any Interest Period, relevant interest payment date or payment period for interest calculated, no LIBOR Successor Rate has been determined in accordance with clauses (c) or (d) of this Section 3.03
and the circumstances under clauses (c)(i) or (c)(iii) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower and each Lender. Thereafter,
(x) the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or payment periods), and (y) the Eurodollar Rate
component shall no longer be utilized in determining the Base Rate, until the LIBOR Successor Rate has been determined in accordance with clauses (c) or (d) of this Section 3.03. Upon receipt of such
notice, the Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans, Interest Periods, interest payment dates or payment periods) or,
failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans (subject to the foregoing clause (y)) in the amount specified therein. 

3.04    Increased Costs; Reserves on Eurodollar Rate Loans. 

(a)    Increased Costs Generally. If any Change in Law shall: 

(i)    impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.04(d)) or any L/C Issuer; 

(ii)    subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described
in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto; or 
 (iii)    impose on any Lender or any L/C Issuer
or the London interbank market any other condition, cost or expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 

and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan the interest
on which is determined by reference to the Eurodollar Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon
request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional
costs incurred or reduction suffered. 

  
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 (b)    Capital Requirements. If any Lender or any L/C Issuer
determines that any Change in Law affecting such Lender or such L/C Issuer or any Lending Office of such Lender or such Lender’s or such L/C Issuer’s holding company, if any, regarding capital or liquidity requirements has or would have
the effect of reducing the rate of return on such Lender’s or such L/C Issuer’s capital or on the capital of such Lender’s or such L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such
Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such L/C Issuer, to a level below that which such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s
holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such L/C Issuer’s policies and the policies of such Lender’s or such L/C Issuer’s holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer or such Lender’s or such L/C Issuer’s
holding company for any such reduction suffered. 
 (c)    Certificates for Reimbursement. A certificate of a
Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this
Section and delivered to the Borrower shall be conclusive absent manifest error, and Administrative Agent will concurrently therewith deliver to the Borrower documentary evidence on which the Lender’s determination and such certificate are
based. The Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. 

(d)    Reserves on Eurodollar Rate Loans. The Borrower shall pay to each Lender, (i) as long as such Lender
shall be required to maintain reserves with respect to liabilities or assets consisting of or including eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of
each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), and (ii) as long as such Lender shall be required
to comply with any reserve ratio requirement or analogous requirement of any central banking or financial regulatory authority imposed in respect of the maintenance of the Commitments or the funding of the Loans, such additional costs (expressed as
a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places) equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by such Lender in good faith, which determination shall be
conclusive), which in each case shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 10 days’ prior notice (with a copy to the Administrative Agent) of such
additional interest or costs from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days from receipt of such notice. 

(e)    Delay in Requests. Failure or delay on the part of any Lender or any L/C Issuer to demand compensation
pursuant to the foregoing provisions of this Section 3.04 shall not constitute a waiver of such Lender’s or such L/C Issuer’s right to demand such compensation, provided that the Borrower shall not be
required to compensate a Lender or an L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such L/C Issuer, as the case
may be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such L/C Issuer’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such
increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). 

  
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 3.05    Compensation for Losses. Upon demand of any Lender
(with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 

(a)    any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the
last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); 

(b)    any failure by the Borrower (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow,
continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; or 

(c)    any assignment of a Eurodollar Rate Loan on a day other than the last day of the Interest Period therefor as a
result of a request by the Borrower pursuant to Section 10.13; 
 including any loss of anticipated profits and any loss or
expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees
charged by such Lender in connection with the foregoing. 
 For purposes of calculating amounts payable by the Borrower to the Lenders under this
Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the
London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 

3.06    Mitigation Obligations; Replacement of Lenders. 

(a)    Designation of a Different Lending Office. Each Lender may make any Credit Extension to the Borrower through
any Lending Office, provided that the exercise of this option shall not affect the obligation of the Borrower to repay the Credit Extension in accordance with the terms of this Agreement. If any Lender requests compensation under
Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to
Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower such Lender or such L/C Issuer shall, as applicable, 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 or such L/C Issuer, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or
such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment. 

(b)    Replacement of Lenders. If any Lender requests compensation under Section 3.04, 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 3.01 and, in each case, such Lender has declined
or is unable to designate a different lending office in accordance with Section 3.06(a), the Borrower may replace such Lender in accordance with Section 10.13. 

  
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 3.07    Survival. All of the Borrower’s obligations
under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, and resignation of the Administrative Agent. 

ARTICLE IV. CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 

4.01    Conditions of Effectiveness. The effectiveness of this Agreement as an amendment and restatement of
the Existing Credit Agreement and the obligation of each L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: 

(a)    The Administrative Agent’s receipt of the following, each of which shall be originals or telecopies (followed
promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing
Date) and each in form and substance satisfactory to the Administrative Agent and each of the Lenders: 

(i)    executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to
the Administrative Agent, each Lender and the Borrower; 
 (ii)    a Note executed by the Borrower in
favor of each Lender requesting a Note; 
 (iii)    such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may require 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 Loan Party is a party; 

(iv)    such documents and certifications as the Administrative Agent may reasonably require to evidence
that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(v)    a favorable opinion of Elkins Kalt Weintraub Reuben Gartside LLP, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender, substantially in the form of Exhibit F; 

(vi)    a certificate of a Responsible Officer of each Loan Party either (A) attaching copies of all
consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party, and such consents, licenses and approvals
shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 

(vii)    a certificate signed by a Responsible Officer of the Borrower certifying (A) that the
conditions specified in Sections 4.02(a) and (b) have been satisfied; (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably
expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) a calculation of the Total Lease Adjusted Leverage Ratio as of the last day of the fiscal quarter of the Borrower most recently ended prior to the Closing
Date; and (D) a calculation of the Total Liquid Assets as of April 30, 2020; 

  
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 (viii)    evidence that all insurance required to be
maintained pursuant to the Loan Documents has been obtained and is in effect; 
 (ix)    the Security
Agreement, duly executed by each Loan Party, together with: 
 (A)    certificates and instruments
representing the securities collateral referred to therein accompanied by undated stock powers or instruments of transfer executed in blank; 

(B)    proper UCC financing statements in form appropriate for filing under the UCC of all jurisdictions
that the Administrative Agent may deem necessary or desirable in order to perfect the Liens created under the Security Agreement, covering the Collateral described in the Security Agreement; 

(C)    certified copies of reports or searches, each of a recent date listing all effective financing
statements, lien notices or comparable documents (together with copies of such financing statements and documents) that name any Loan Party as debtor and that are filed in those state and county jurisdictions in which any Loan Party is organized or
maintains its principal place of business and such other searches that are required by the Perfection Certificate or that the Administrative Agent deems necessary or appropriate, none of which encumber the Collateral covered or intended to be
covered by the Collateral Documents (other than Permitted Liens); 
 (D)    to the extent requested by
the Administrative Agent, any control agreements as referred to in the Security Agreement and duly executed by the appropriate parties; and 

(E)    evidence that all other actions, recordings and filings that the Administrative Agent may deem
necessary or desirable in order to perfect the Liens created under the Security Agreement has been taken (including, but not limited to, receipt of duly executed payoff letters and UCC-3 termination statements); and 

(x)    such other assurances, certificates, documents, consents or opinions as the Administrative Agent,
the L/C Issuers or the Required Lenders reasonably may require. 
 (b)    (i) Upon the reasonable request of any Lender
made at least 3 days prior to the Closing Date, the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your
customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least 2 days prior to the Closing Date and (ii) at least 2 days prior to the Closing Date, any Loan Party that qualifies as
a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. 

(c)    Any fees required to be paid on or before the Closing Date shall have been paid. 

(d)    Unless waived by the Administrative Agent, the Borrower shall have paid all fees, charges and disbursements of
counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the
Borrower and the Administrative Agent). 

  
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 Without limiting the generality of the provisions of the last paragraph of
Section 9.03, for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or
accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto. 
 4.02    Conditions to all Credit Extensions.
The obligation of each Lender to honor any Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans) is subject to the following
conditions precedent: 
 (a)    The representations and warranties of the Borrower and each other Loan Party contained
in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such Credit Extension,
except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to
subsections (a) and (b), respectively, of Section 6.01. 

(b)    No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds
thereof. 
 (c)    The Administrative Agent and, if applicable, the applicable L/C Issuer shall have received a Request
for Credit Extension in accordance with the requirements hereof. 
 (d)    Anti-Cash Hoarding. Such proposed
Credit Extension shall not result in the amount of cash and Cash Equivalents of the Borrower and its Subsidiaries calculated on a consolidated basis in excess of $35,000,000. 

Each Request for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed Loans to the other Type or a
continuation of Eurodollar Rate Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a), (b) and (d) have been satisfied on
and as of the date of the applicable Credit Extension. 
 ARTICLE V. REPRESENTATIONS AND WARRANTIES 

The Borrower represents and warrants to the Administrative Agent and the Lenders that: 

5.01    Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly
existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to
(i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good
standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or
(c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

  
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 5.02    Authorization; No Contravention. The execution,
delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of
such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a
party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or
(c) violate any Law. 
 5.03    Governmental Authorization; Other Consents. No approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any
Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents
(including the first priority nature thereof) or (d) the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents. 

5.04    Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder,
will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable
against each Loan Party that is party thereto in accordance with its terms. 
 5.05    Financial Statements;
No Material Adverse Effect. 
 (a)    The Audited Financial Statements (i) were prepared in accordance with
GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or
contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. 

(b)    The unaudited consolidated and consolidating balance sheets of the Borrower and its Subsidiaries for the fiscal
quarter of the Borrower ended September 30, 2019, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were
prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date
thereof and their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year-end audit
adjustments. 
 (c)    Since the date of the Audited Financial Statements, there has been no event or circumstance,
either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 

  
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 5.06    Litigation. There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any
of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) except as specifically disclosed
in Schedule 5.06, either individually or in the aggregate, if determined adversely, could reasonably be expected to have a Material Adverse Effect , and there has been no adverse change in the status, or financial effect on
any Loan Party or any Subsidiary thereof, of the matters described on Schedule 5.06. 

5.07    No Default. Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to
any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document. 
 5.08    Ownership of Property; Liens. Each
of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 

5.09    Environmental Compliance. The Borrower and its Subsidiaries conduct in the ordinary course of
business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the
Borrower has reasonably concluded that, except as specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. 
 5.10    Insurance. The properties of the Borrower and its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or the applicable Subsidiary operates. 

5.11    Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other material tax
returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that
would, if made, have a Material Adverse Effect. Neither any Loan Party nor any Subsidiary thereof is party to any tax sharing agreement. 

5.12    ERISA Compliance. 

(a)    Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other
Federal or state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is
qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter is
currently being processed by the Internal Revenue Service. To the best knowledge of the Borrower, nothing has occurred that would prevent or cause the loss of such tax-qualified status. 

  
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 (b)    There are no pending or, to the best knowledge of the Borrower,
threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary
responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. 

(c)    (i) No ERISA Event has occurred, and neither the Borrower nor any ERISA Affiliate is aware of any fact, event
or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in
respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment
percentage (as defined in Section 430(d)(2) of the Code) is 60% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage
for any such plan to drop below 60% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which
have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the
plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan. 

(d)    Neither the Borrower nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to
contribute to, or liability under, any active or terminated Pension Plan other than Pension Plans not otherwise prohibited by this Agreement. 

(e)    The Borrower represents and warrants as of the Closing Date that the Borrower is not and will not be using
“plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more Benefit Plans in connection with the Loans, the Letters of
Credit or the Commitments. 
 5.13    Subsidiaries; Equity Interests. As of the Closing Date, the Borrower
has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and
are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens. The Borrower has no equity investments in any other corporation or entity other than those specifically
disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in the Borrower have been validly issued and are fully paid and nonassessable. 

5.14    Margin Regulations; Investment Company Act. 

(a)    The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business
of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

(b)    None of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is required to be registered as
an “investment company” under the Investment Company Act of 1940. 

  
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 5.15    Disclosure. (a) The Borrower has disclosed to
the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect including all matters set forth in the Borrower’s SEC filings through the date hereof regarding impacts from the COVID-19 pandemic. No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or
under any other Loan Document (in each case, as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time. 
 (b)    As of the Closing Date, the information included in the Beneficial Ownership
Certification, if applicable, is true and correct in all respects. 
 5.16    Compliance with Laws. Each
Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such
requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect. 
 5.17    Taxpayer Identification Number. The Borrower’s
true and correct U.S. taxpayer identification number is set forth on Schedule 10.02. 

5.18    Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to
use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of
their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 5.18, no claim or litigation regarding any of the foregoing is
pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

5.19    OFAC. Neither the Borrower, nor any of its Subsidiaries, nor, to the knowledge of the Borrower and
its Subsidiaries, any director, officer, employee, agent, affiliate or representative thereof, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (i) currently the subject or target of
any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals or Her Majesty’s Treasury’s Consolidated List of Financial Sanctions Targets, or any similar list enforced by any other relevant sanctions authority or
(iii) located, organized or resident in a Designated Jurisdiction. The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with all applicable Sanctions and have instituted and maintained
policies and procedures designed to promote and achieve compliance with such Sanctions. 

5.20    Anti-Corruption Laws. The Borrower and its Subsidiaries have conducted their businesses in
compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and have instituted and maintained policies and
procedures designed to promote and achieve compliance with such laws. 

  
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 5.21    Affected Financial Institutions. No Loan Party is
an Affected Financial Institution. 
 5.22    Covered Entity. No Loan Party is a Covered Entity. 

5.23    Ownership of Collateral. The Loan Parties are the owners of the Collateral free from any Lien,
except for Permitted Liens. 
 ARTICLE VI. AFFIRMATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 

6.01    Financial Statements. Deliver to the Administrative Agent and each Lender, in form and detail
satisfactory to the Administrative Agent and the Required Lenders: 
 (a)    as soon as available, but in any event
within 90 days after the end of each fiscal year of the Borrower, the Borrower’s consolidated Form 10-K filed with the SEC; 

(b)    as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of
each fiscal year of the Borrower, Borrower’s consolidated Form 10- Q filed with the SEC; and 

(c)    as soon as available, but in any event within 60 days after the beginning of each fiscal year of the Borrower,
forecasts prepared by management of the Borrower, in form satisfactory to the Administrative Agent and the Required Lenders, to include on a consolidated basis of the Borrower and its Subsidiaries (i) for such fiscal year a statement of income
for each fiscal quarterly period, and an annual balance sheet and statement of cash flow for the fiscal year end, and (ii) for each of the fiscal years thereafter, through and including the fiscal year in which the Maturity Date occurs annual
statements of income and cash flow and balance sheets for each fiscal year end and, promptly when available, any significant revisions of such forecasts. 

As to any information contained in materials furnished pursuant to Section 6.02(c), the Borrower shall not be separately required to
furnish such information under subsection (a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in
subsections (a) and (b) above at the times specified therein. 

6.02    Certificates; Other Information. Deliver to the Administrative Agent and each Lender, in form and
detail satisfactory to the Administrative Agent and the Required Lenders: 
 (a)    concurrently with the delivery of the
financial statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which
delivery may, unless the Administrative Agent, or a Lender requests executed originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes); 

  
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 (b)    promptly after any request by the Administrative Agent or any
Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of the Borrower by independent accountants in connection with the accounts or
books of the Borrower or any Subsidiary, or any audit of any of them; 
 (c)    promptly after the same are available,
copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of the Borrower, and copies of all annual, regular, periodic and special reports and registration statements which the Borrower may
file or be required to file with the SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; 

(d)    promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary
thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof; 

(e)    promptly following any request therefor, provide information and documentation reasonably requested by the
Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act and the Beneficial Ownership Regulation; 

(f)    promptly, such additional information regarding the business, financial or corporate affairs of the Borrower or any
Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; 

(g)    as soon as available, but in any event within 25 days of the end of each month (commencing on January 25, 2021
for the month of December 2020, and ending on January 25, 2022 for the month of December 2021), (i) monthly cash flow reports for such months showing comparisons of actual results to the Borrower’s model provided to the Administrative
Agent and the Lenders dated December 7, 2020 (or, upon the request of the Administrative Agent, showing comparisons to any later model provided to the Administrative Agent and the Lenders (such later model as requested by the Administrative
Agent)), (ii) cash flow forecasts for the ensuing 13-week period, or any equivalent information as mutually agreed to by the Borrower and the Administrative Agent, including, without limitation, a comparison
of actual results to the prior month’s forecast, and (iii) such other related information, reports and projections as the Administrative Agent may reasonably request; and 

(h)    as soon as available, but in any event within five Business Days of the end of each applicable month (commencing
with the month of May 2020), a certificate from a Responsible Officer of the Borrower setting forth in reasonable detail the calculation of minimum Total Liquid Assets in accordance with Section 7.11(c) pursuant to a
certificate substantially in the form of Exhibit K signed by the chief executive officer, chief financial officer, treasurer or controller of the Borrower (which delivery may, unless the Administrative Agent, or a Lender requests executed
originals, be by electronic communication including fax or email and shall be deemed to be an original authentic counterpart thereof for all purposes). 

Documents required to be delivered pursuant to Section 6.01(a) or (b) or
Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on
which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the
Borrower’s 

  
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behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the
Administrative Agent); provided that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until a written request to cease
delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Borrower shall notify the Administrative Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above,
and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such
documents. 
 The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger may, but shall not be obligated
to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak,
ClearPar, or a substantially similar electronic transmission system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to
such Persons’ securities. The Borrower hereby agrees that (w) all Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders
to treat such Borrower Materials as not containing any material non-public information with respect to the Borrower or its securities for purposes of United States Federal and state securities laws
(provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” 

6.03    Notices. Promptly notify the Administrative Agent and each Lender: 

(a)    of any lawsuit over $10,000,000.00 against the Borrower or any Subsidiary; 

(b)    of the occurrence of any Default, except that notice in advance of the expiration of the cure period for any
payment default under Section 8.01(a) or in advance of the filing date of any financial information required to be furnished under Section 6.01; 

(c)    of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including
(i) any substantial dispute between any governmental authority and the Borrower or any Subsidiary; (ii) any breach or non-performance of, or any default under, a Contractual Obligation of the
Borrower or any Subsidiary; (iii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iv) the commencement of, or any material development in, any
litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; or (v) any actual contingent liabilities of the Borrower or any Guarantor, and such contingent liabilities which are
reasonably foreseeable and would be disclosed in filings with the Securities and Exchange Commission; 

  
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 (d)    of any change in the Borrower’s or any Guarantor’s
name, legal structure, place of business, or chief executive office if the Borrower or any Guarantor has more than one place of business; and 

(e)    of the occurrence of any ERISA Event. 

Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the
Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with
particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04    Payment of Obligations. Pay and discharge as the same shall become due and payable, all its
obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently
conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when
due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 

6.05    Preservation of Existence, Etc. (a) Preserve, renew and maintain in full force and effect its
legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew
all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

6.06    Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties
and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could
not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities. 

6.07    Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not
Affiliates of the Borrower, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts (after giving
effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons. 

6.08    Compliance with Laws. Comply in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance
by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions. 

6.09    Books and Records. (a) Maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of all financial transactions 

  
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and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 

6.10    Inspection Rights. Permit representatives and independent contractors of the Administrative Agent
and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at such reasonable times during normal business hours and as often as the Borrower and said parties shall mutually agree, upon reasonable advance notice to the Borrower; provided, however, that
when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and
without advance notice. 
 6.11    Use of Proceeds. Use the proceeds of the Credit Extensions for general
corporate purposes not in contravention of any Law or of any Loan Document. 
 6.12    Covenant to Guarantee
Obligations and Give Security. 
 (a)    Upon the formation or acquisition of any new direct or indirect Subsidiary
by any Loan Party (including, without limitation, upon the formation of any Subsidiary that is a Division successor), the Borrower shall, at the Borrower’s expense: 

(i)    within 10 days after such formation or acquisition, cause such Subsidiary, and cause each
direct and indirect parent of such Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a guaranty or guaranty supplement, in form and substance satisfactory to the Administrative Agent;
provided, however, (x) no Subsidiary that is not a Domestic Subsidiary shall become a Guarantor if becoming a Guarantor would cause a material adverse tax consequence, and (y) no Subsidiary whose only assets constitute
“Excluded Asset” (as such term is defined in the Security Agreement) shall become a Guarantor; 

(ii)    within 10 days after such formation or acquisition, (A) furnish to the Administrative Agent a
description of the personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent and (B) deliver to the Administrative Agent documents of the types referred to in clauses (iii)
and (iv) of Section 4.01(a); 
 (iii)    within 15 days after such
formation or acquisition, cause such Subsidiary and each direct and indirect parent of such Subsidiary (if it has not already done so) to duly execute and deliver to the Administrative Agent Security Agreement Supplements and other security and
pledge agreements, as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates, if any, representing the Equity Interests in and of such Subsidiary, and other instruments of
the type specified in Section 4.01(a)(ix)), securing payment of all the Obligations of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such interests and personal
properties; 
 (iv)    within 15 days after such formation or acquisition, cause such Subsidiary and each
direct and indirect parent of such Subsidiary (if it has not already done so) to take whatever action (including the filing of UCC financing statements) may be necessary or advisable in the opinion of the Administrative Agent to vest in the
Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be 

  
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subject to the Security Agreement Supplements and security and pledge agreements delivered pursuant to this Section 6.12, enforceable against all third parties in
accordance with their terms; and 
 (v)    within 15 days after such formation or acquisition, deliver to
the Administrative Agent, upon the request of the Administrative Agent, a signed copy of a favorable opinion, addressed to the Administrative Agent and the other Secured Parties, of counsel for the Loan Parties acceptable to the Administrative Agent
as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request. 

(b)    At any time upon request of the Administrative Agent, promptly execute and deliver any and all further instruments
and documents and take all such other action as the Administrative Agent may deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, Security Agreement Supplements
and other security and pledge agreements. 
 6.13    Lender as Principal Depository. Maintain a Lender (or
an affiliate thereof) as one of its principal depository bank(s), including for the maintenance of business, cash management, operating and administrative deposit accounts, so long as pricing and terms for such activities are reasonably competitive
and consistent with market practices. 
 6.14    Keepwell. Each Loan Party that is a Qualified ECP
Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and
irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents
in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations and undertakings under this Agreement or any
Guaranty voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section shall remain in full force and
effect until the Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section to constitute, and this Section shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or
other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act. 

6.15    Anti-Corruption Laws; Sanctions. Conduct its businesses in compliance in all material respects with
the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other applicable anti-corruption legislation in other jurisdictions and with all applicable Sanctions, and maintain policies and procedures designed to promote and
achieve compliance with such laws and Sanctions. 
 6.16    Further Assurances; Information Regarding
Collateral. Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent, or any Lender through
the Administrative Agent, may reasonably require from time to time in order to (a) carry out more effectively the purposes of the Loan Documents, (b) to the fullest extent permitted by Applicable Law, subject any Loan Party’s or any
of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (c) perfect and maintain the validity, effectiveness and priority of any of the
Collateral Documents and any of the Liens intended to be created thereunder and (d) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended
to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to
do so. 

  
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 ARTICLE VII. NEGATIVE COVENANTS 

So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any
Letter of Credit shall remain outstanding, the Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly: 

7.01    Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the following (“Permitted Liens”): 

(a)    Liens pursuant to any Loan Document and the Existing Credit Agreement; 

(b)    Liens existing on the date hereof and listed on Schedule 7.01 (excluding Liens otherwise
permitted to exist as provided elsewhere in this Section 7.01) and any renewals or extensions thereof, provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited
thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with respect thereto is not changed, and (iv) any renewal or extension of the obligations secured or
benefited thereby is permitted by Section 7.03(b); 
 (c)    Liens for taxes not yet due or
which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; 

(d)    carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens
arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are
maintained on the books of the applicable Person; 
 (e)    pledges or deposits in the ordinary course of business in
connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

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

(g)    easements, rights-of-way,
restrictions and other similar encumbrances affecting real property owned, leased or operated by any Loan Party which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property
subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; 

(h)    Liens securing judgments for the payment of money not constituting an Event of Default under
Section 8.01(h); and 
 (i)    Liens securing Indebtedness permitted under
Section 7.03(c), (d) and (e); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured
thereby does not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. 

  
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 7.02    Investments. Make any Investments, except for:

 (a)    Existing investments disclosed to the Administrative Agent in writing; 

(b)    Investments made by a Loan Party in another Loan Party, investments made by any Subsidiary that is not a Guarantor
in the Borrower or in another Subsidiary, or any investment or joint venture the purpose of which is the owning, leasing, operating or managing of BJ’s restaurants and breweries; 

(c)    Investments permitted pursuant to Section 7.12, below; and 

(d)    Investments in or comprising any of the following: 

(i)    certificates of deposit; 

(ii)    U.S. treasury bills and other obligations of the federal government; 

(iii)    readily marketable securities (including commercial paper, but excluding restricted stock and
stock subject to the provisions of Rule 144 of the Securities and Exchange Commission); and 

(iv)    investments in the ordinary course of the Borrower’s business. 

7.03    Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 

(a)    Indebtedness under the Loan Documents and the Existing Credit Agreement; 

(b)    Indebtedness outstanding on the date hereof and listed on Schedule 7.03 (excluding
Indebtedness otherwise permitted to exist as provided elsewhere in this Section 7.03) and any refinancings, refundings, renewals or extensions thereof; provided that, except as otherwise expressly provided in this
Agreement, (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably
incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and
other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to
the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending
Indebtedness does not exceed the then applicable market interest rate; 
 (c)    Indebtedness from acquiring goods,
software, supplies or merchandise on normal trade credit. 
 (d)    Without limiting any other permitted Indebtedness
hereunder, Indebtedness comprising Capital Leases having a total Attributable Indebtedness of not more than $15,000,000; 

(e)    Endorsing negotiable instruments received in the usual course of business; 

(f)    Obtaining surety bonds in the usual course of business; and 

  
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 (g)    Obligations (contingent or otherwise) existing or arising under
any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign
exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party.

 7.04    Fundamental Changes. Merge, voluntarily suspend business, dissolve, liquidate, consolidate with
or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case pursuant to a
Division), except that, so long as no Default exists or would result therefrom: 
 (a)    any Subsidiary may merge with
(i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more other Subsidiaries, provided that when any Guarantor is merging with another Subsidiary, the Guarantor shall be
the continuing or surviving Person; and 
 (b)    any Subsidiary may Dispose of all or substantially all of its assets
(upon voluntary liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then the transferee must either be the Borrower or a Guarantor. 

7.05    Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: 

(a)    Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of
business; 
 (b)    Dispositions of inventory in the ordinary course of business; 

(c)    Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit
against the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 

(d)    Dispositions of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; provided that if
the transferor of such property is a Guarantor, the transferee thereof must either be the Borrower or a Guarantor; 

(e)    Dispositions permitted by Section 7.04; and 

(f)    Sale and leaseback transactions of not more than (i) $50,000,000 in the aggregate for properties acquired
after the date of this Agreement, and (ii) $20,000,000 in the aggregate for the Legacy Properties; 
 provided, however, that any
Disposition pursuant to subsections (a) through (f) shall be for fair market value or other commercially reasonable value and terms; and 

provided, further, that the proceeds from any Disposition pursuant to subsection (f)(ii) shall first be applied to pay
down the then Outstanding Amounts. 

  
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 7.06    Restricted Payments. Declare or make, directly or
indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except: 

(a)    after the fiscal quarter of the Borrower ending on or about December 31, 2021, during such periods that the
Fixed Charge Coverage Ratio is greater than or equal to 2.0 to 1.0, the Total Lease Adjusted Leverage Ratio is less than or equal to 4.25 to 1.0, and no Change of Control would occur as a result thereof; and 

(b)    so long as no Default shall have occurred and be continuing at the time thereof, the Borrower may issue and sell
its common Equity Interests. 
 7.07    Change in Nature of Business. Engage in any material line of
business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto. 

7.08    Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of the
Borrower, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to the Borrower or such Subsidiary as would be obtainable by the Borrower or such Subsidiary at the time in a comparable
arm’s length transaction with a Person other than an Affiliate. 
 7.09    Burdensome Agreements.
Enter into any Contractual Obligation (other than this Agreement or any other Loan Document) that (a) limits the ability (i) of any Subsidiary to make Restricted Payments to the Borrower or any Guarantor or to otherwise transfer property
to the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person;
provided, however, that this clause (iii) shall not prohibit any negative pledge incurred or provided in favor of any holder of Indebtedness permitted under Section 7.03(e) solely to
the extent any such negative pledge relates to the property financed by or the subject of such Indebtedness; or (b) requires the grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another obligation of such
Person. 
 7.10    Use of Proceeds. Use the proceeds of any Credit Extension, whether directly or
indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose. 
 7.11    Financial Covenants. 

(a)    Fixed Charge Coverage Ratio. Permit on a consolidated basis the Fixed Charge Coverage Ratio to be less than
(i) for the fiscal quarter ending on or about September 30, 2021, 1.75 to 1.00, and (ii) for the fiscal quarter ending on or about December 31, 2021 and for each fiscal quarter thereafter, 2.00 to 1.00. This ratio will be
calculated at the end of each reporting period, using the results of the twelve-month period ending with that reporting period, except as set forth in the definition of EBITDA. 

(b)    Total Lease Adjusted Leverage Ratio. Permit the Total Lease Adjusted Leverage Ratio at any time to be
greater than (i) for the fiscal quarter ending on or about September 30, 2021, 5.75 to 1.00, (ii) for the fiscal quarter ending on or about December 31, 2021, 5.00 to 1.00, and (iii) for the fiscal quarter ending on or about
March 31, 2022 and for each fiscal quarter thereafter, 4.50 to 1.00. This ratio will be calculated at the end of each reporting period, using the results of the twelve-month period ending with that reporting period, except as set forth in the
definition of EBITDA. 

  
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 (c)    Minimum Liquidity. Beginning on the Amendment No. 2
Effective Date and at all times thereafter through December 31, 2021, permit Total Liquid Assets during any month to be less than the amount set forth below for such month: 

 

					
	 Month
	  	Minimum Total Liquid
Assets Required	 
	 December 2020
	  	$	105,000,000	 
	 January 2021
	  	$	93,000,000	 
	 February 2021
	  	$	80,000,000	 
	 March 2021
	  	$	72,000,000	 
	 April 2021
	  	$	67,000,000	 
	 May 2021
	  	$	64,000,000	 
	 June 2021
	  	$	68,000,000	 
	 July 2021
	  	$	69,000,000	 
	 August 2021
	  	$	68,000,000	 
	 September 2021
	  	$	74,000,000	 
	 October 2021
	  	$	74,000,000	 
	 November 2021
	  	$	74,000,000	 
	 December 2021
	  	$	74,000,000	 

 (d)    Minimum EBITDAR. Permit the sum of (i) EBITDA plus
(ii) Rental Expense to be less than $55,000,000 as of the end of the fiscal quarter ending on or about June 30, 2021. This amount will be calculated at the end of such reporting period, using the results of the twelve-month period ending
with that reporting period, except as set forth in the definition of EBITDA. 
 7.12    Acquisitions.
Acquire or purchase a business or its assets; provided that Borrower may acquire or purchase a business or its assets if: 

(a)    Such acquisition or purchase must be for a business (or its assets) which is in substantially the same line of
business as that of the Borrower or reasonably incidental thereto; 
 (b)    Before making any such acquisition, the
Borrower must obtain the prior, effective written consent or approval of the board of directors or equivalent governing body of the business being acquired; 

(c)    Any such acquisition shall be for all or substantially all of the assets of a target entity or business or a
majority of the voting equity interest of such target; 
 (d)    The target shall be required to guarantee the
obligations of the Borrower hereunder; 

  
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 (e)    Such acquisitions shall be subject to pro-forma compliance with all covenants set forth in this Agreement; and 

(f)    Such acquisitions occur during periods that the Total Lease Adjusted Leverage Ratio is less than or equal to 4.25
to 1.00. 
 7.13    Sanctions. Directly or indirectly, use the proceeds of any Credit Extension, or
lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person that, at the time of such funding, is the subject of Sanctions, or in any
other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, or otherwise) of Sanctions. 

7.14    Anti-Corruption Laws.    Directly or indirectly use the proceeds of any Credit
Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other anti-corruption legislation in other jurisdictions. 

7.15    Change to Organization Documents. None of the Loan Parties shall amend or otherwise alter its
Organization Documents in a manner materially adverse to the Secured Parties. None of the Loan Parties shall change its name, jurisdiction of organization or type of organization without giving the Administrative Agent written notice at least 15
days prior thereto (or such later date as agreed by the Administrative Agent). 
 7.16    Capital
Expenditures. Make or become legally obligated to make any Capital Expenditures, except for: 
 (a)    Capital
Expenditures (other than Growth Capital Expenditures but, for the avoidance of doubt, including expenditures related to new restaurants in Merrillville, IN and Lansing, MI) not exceeding (i) $35,000,000 in the aggregate for the fiscal year of the
Borrower ending on or about December 31, 2021 and (ii) $30,000,000 in the aggregate for the fiscal year of the Borrower ending on or about December 31, 2022; provided, however, that, commencing with the fiscal quarter of the
Borrower ending on or about September 30, 2021, if (x) the Fixed Charge Coverage Ratio is greater than or equal to the stricter of (i) 2.00 to 1.0 and (ii) the required ratio level for the applicable fiscal quarter as set forth in
Section 7.11(a), and (y) the Total Lease Adjusted Leverage Ratio is less than or equal to the stricter of (i) 4.50 to 1.0 and (ii) the required ratio level for the applicable fiscal quarter as set forth in
Section 7.11(b), as such ratios are set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02(a), then, until the next Compliance Certificate
for the following fiscal quarter has been received by the Administrative Agent pursuant to Section 6.02(a), the limits set forth in clauses (i) and (ii) above (prior to the proviso), as applicable, shall
not apply to Capital Expenditures made (or committed in legally binding agreements to be made) during the current fiscal quarter, and the Borrower shall not be in default of this Section 7.16(a), on account of the Capital
Expenditures made (or committed in legally binding agreements to be made) during the current fiscal quarter in excess of the limits set forth in clauses (i) and (ii) above (prior to the proviso), as applicable, if such limits
apply once again to the Borrower during a subsequent fiscal quarter during the same fiscal year; 
 (b)    so long as,
immediately prior to and after giving effect to such Capital Expenditures, no Event of Default shall have occurred and be continuing or result therefrom (including, without limitation, a violation of any financial covenant set forth in
Section 7.11), Capital Expenditures (including, without limitation, Growth Capital Expenditures) not exceeding (i) $10,000,000 in the aggregate for the fiscal year of the Borrower ending on or about December 31, 2021
and (ii) $15,000,000 in the aggregate for the fiscal year of the Borrower ending on or about December 31, 2022; provided that, in each case, prior to the making 

  
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of such Capital Expenditures, the Total Lease Adjusted Leverage Ratio is less than or equal to the stricter of (x) 5.00 to 1.0 and (y) the required ratio level for the applicable fiscal
quarter as set forth in Section 7.11(b), as such ratio is set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to Section 6.02; provided,
however, that, commencing with the fiscal quarter of the Borrower ending on or about September 30, 2021, if (x) the Fixed Charge Coverage Ratio is greater than or equal to the stricter of (i) 2.00 to 1.0 and (ii) the required
ratio level for the applicable fiscal quarter as set forth in Section 7.11(a), and (y) the Total Lease Adjusted Leverage Ratio is less than or equal to the stricter of (i) 4.50 to 1.0 and (ii) the required ratio
level for the applicable fiscal quarter as set forth in Section 7.11(b), as such ratios are set forth in the most recent Compliance Certificate received by the Administrative Agent pursuant to
Section 6.02(a), then, until the next Compliance Certificate for the following fiscal quarter has been received by the Administrative Agent pursuant to Section 6.02(a), the limits set forth in
clauses (i) and (ii) above (prior to the proviso), as applicable, shall not apply to Capital Expenditures (including, without limitation, Growth Capital Expenditures) made (or committed in legally binding agreements to be made)
during the current fiscal quarter, and the Borrower shall not be in default of this Section 7.16(b), on account of the Capital Expenditures made (or committed in legally binding agreements to be made) during the current
fiscal quarter in excess of the limits set forth in clauses (i) and (ii) above (prior to the proviso), as applicable, if such limits apply once again to the Borrower during a subsequent fiscal quarter during the same fiscal
year; and 
 (c)    so long as, immediately prior to and after giving effect to such Capital Expenditures, no Event
of Default shall have occurred and be continuing or result therefrom (including, without limitation, a violation of any financial covenant set forth in Section 7.11), Capital Expenditures (including, without limitation,
Growth Capital Expenditures) financed solely from the Net Cash Proceeds from the sale or issuance of any Equity Interest by the Borrower or any of its Subsidiaries. 

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 

8.01    Events of Default. Any of the following shall constitute an event of default (each, an
“Event of Default”): 
 (a)    Non-Payment. The Borrower
or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or (ii) within three days after the same becomes due, any interest on any Loan or on any L/C
Obligation, or any fee due hereunder, or (iii) within five days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or 

(b)    Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in
any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12 or Article VII, or any Guarantor fails to perform or observe any term, covenant or agreement
contained its Guaranty; or 
 (c)    Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or 

(d)    Representations and Warranties. Any representation, warranty, certification or statement of fact made or
deemed made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be incorrect or misleading when made or deemed made; or 

(e)    Cross-Default. (i) The Borrower or any Affiliate or Subsidiary, for more than 30 days, (A) fails
to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, 

  
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demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to
any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to
become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash
collateral in respect thereof to be demanded; (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which the Borrower
or any Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event (as so defined) under such Swap Contract as to which the Borrower or any Subsidiary is an Affected Party (as so defined) and, in either
event, the Swap Termination Value owed by the Borrower or such Subsidiary as a result thereof is greater than the Threshold Amount; or (iii) a default occurs under any other agreement the Borrower or any Guarantor or any of their related
entities or Affiliates has with Administrative Agent or any affiliate of Administrative Agent; or 

(f)    Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries institutes or consents to the
institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar
officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment
continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is instituted without the consent of such Person and continues
undismissed or unstayed for 90 calendar days, or an order for relief is entered in any such proceeding; or 

(g)    Inability to Pay Debts; Attachment. (i) The Borrower or any Subsidiary becomes unable or admits in
writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and
is not released, vacated or fully bonded within 30 days after its issue or levy; or 
 (h)    Judgments. There is
entered against the Borrower or any Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by
independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 10 consecutive days during which a stay of enforcement
of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
 (i)    ERISA. (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under
Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 

  
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 (j)    Invalidity of Loan Documents. Any provision of any Loan
Document, at any time after its execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other
Person contests in any manner the validity or enforceability of any provision of any Loan Document; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any
provision of any Loan Document or purports to revoke, terminate or rescind any provision of any Loan Document; or 

(k)    Material Adverse Effect. There occurs an event or circumstance, either individually or in the aggregate,
that has had a Material Adverse Effect; or 
 (l)    Change of Control. There occurs any Change of Control; or

 (m)    Collateral Documents. Any Collateral Document after delivery thereof pursuant to
Section 4.01 or 6.12 shall for any reason (other than pursuant to the terms thereof) cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on the Collateral purported to be covered
thereby. 
 8.02    Remedies Upon Event of Default. If any Event of Default occurs and is
continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: 

(a)    declare the commitment of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit
Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 
 (b)    declare the unpaid
principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other
notice of any kind, all of which are hereby expressly waived by the Borrower; 
 (c)    require that the Borrower Cash
Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and 

(d)    exercise on behalf of the Secured Parties all rights and remedies available to the Secured Parties under the Loan
Documents; 
 provided, however, that upon the occurrence of (i) an actual or deemed entry of an order for relief with respect to any
Loan Party under any Debtor Relief Law or (ii) an Event of Default under Section 8.01(f), the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender. 

  
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 8.03    Application of Funds. After the exercise of
remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to Section 8.02), any amounts received on account of the Obligations shall, subject to the provisions of Sections 2.15 and 2.16, be applied by the Administrative Agent in the following
order: 
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including
fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such; 

Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, interest
and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers (including fees and time charges for attorneys who may be employees of any
Lender or any L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

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

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C Borrowings and Obligations then
owing under Secured Hedge Agreements and Secured Cash Management Agreements, ratably among the Lenders, the L/C Issuer, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this clause Fourth held
by them; 
 Fifth, to the Administrative Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C
Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.15; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required
by Law. 
 Subject to Sections 2.03(c) and 2.15, amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been
fully drawn or expired, such remaining amount shall be applied to the other Obligations, if any, in the order set forth above. Excluded Swap Obligations with respect to any Guarantor shall not be paid with amounts received from such Guarantor or its
assets, but appropriate adjustments shall be made with respect to payments from other Loan Parties to preserve the allocation to Obligations otherwise set forth above in this Section. 

Notwithstanding the foregoing, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements shall be excluded from the
application described above if the Administrative Agent has not received a Designation Notice, together with such supporting documentation as the Administrative Agent may reasonably request, from the applicable Cash Management Bank or Hedge Bank, as
the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have acknowledged and accepted the appointment of the
Administrative Agent pursuant to the terms of Article IX for itself as if a “Lender” party hereto. 

  
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 ARTICLE IX. ADMINISTRATIVE AGENT 

9.01    Appointment and Authority. 

(a)    Each of the Lenders and each L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative 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 Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party
shall 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 other Loan Documents (or any other similar term) with reference to the Administrative
Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an
administrative relationship between contracting parties. 
 (b)    The Administrative Agent shall also act as the
“collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and each L/C Issuer hereby irrevocably appoints and authorizes the
Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such
powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents
and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the
Collateral (or any portion thereof granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article
IX and Article X (including Section 10.04(c), as though such co-agents, sub-agents and
attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 

9.02    Rights as a Lender. The Person serving as the Administrative 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 Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless
the context otherwise requires, include the Person serving as the Administrative 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 Administrative Agent hereunder and without any duty to account therefor to
the Lenders. 
 9.03    Exculpatory Provisions. The Administrative Agent or the Arranger, as applicable,
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent
or the Arranger, as applicable: 
 (a)    shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing; 
 (b)    shall not have any duty to take
any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable 

  
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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; 
 (c)    shall not
have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, to any Lender or any L/C Issuer, any credit or other information concerning the business, prospects, operations, property, financial and other
condition or creditworthiness of any of the Loan Parties or any of their Affiliates, that is communicated to, obtained by or in the possession of, the Administrative Agent, Arranger or any of their Related Parties in any capacity, except for
notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein; 

(d)    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 (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.01 and
8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any
Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or an L/C Issuer; and 

(e)    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 or any other Loan Document, (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, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral or
(vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 

9.04    Reliance by Administrative Agent. The Administrative 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 Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the
satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such
L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative 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. 

9.05    Delegation of Duties. The Administrative Agent may perform any and all of its duties and exercise
its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may 

  
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perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the
extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 
 9.06    Resignation of Administrative Agent. 

(a)    The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the
Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. 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 Administrative Agent gives notice of its resignation (or
such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a
successor Administrative Agent meeting the qualifications set forth above, provided that in no event shall any successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become
effective in accordance with such notice on the Resignation Effective Date. 
 (b)    If the Person serving as
Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove
such Person as Administrative Agent and, in consultation with the Borrower, 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 Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or any L/C
Issuer under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) except for any indemnity payments or
other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer
directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other
amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by the Borrower to a successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or 

  
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removal hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring or
removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (i) while the retiring or removed Administrative
Agent was acting as Administrative Agent and (ii) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including (a) acting as collateral agent or
otherwise holding any collateral security on behalf of any of the Lenders and (b) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent. 

(d)    Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as an L/C Issuer. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c). Upon the appointment by the Borrower of a successor L/C Issuer hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer, (b) the retiring L/C Issuer shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and
(c) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the
obligations of Bank of America with respect to such Letters of Credit. 
 9.07    Non-Reliance on the Administrative Agent, the Arranger and the Other Lender. Each Lender and each L/C Issuer expressly acknowledges that none of the Administrative Agent nor the Arranger has made any
representation or warranty to it, and that no act by the Administrative Agent or the Arranger hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by the Administrative Agent or the Arranger to any Lender or each L/C Issuer as to any matter, including whether the Administrative Agent or the Arranger have disclosed material information in
their (or their Related Parties’) possession. Each Lender and each L/C Issuer represents to the Administrative Agent and the Arranger that it has, independently and without reliance upon the Administrative Agent, the Arranger, 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 of, appraisal of, and investigation into, the business, prospects, operations, property, financial and other
condition and creditworthiness of the Loan Parties and their Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit
to the Borrower hereunder. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent, the Arranger, 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 credit analysis, appraisals and decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or
any document furnished hereunder or thereunder, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties. Each
Lender and each L/C Issuer 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 L/C Issuer for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender or L/C Issuer, and not for the purpose of
purchasing, acquiring or holding any other type of financial instrument, and each Lender and each L/C Issuer agrees not to assert a claim in contravention of 

  
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the foregoing. Each Lender and each L/C Issuer 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 L/C Issuer, 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. 

9.08    No Other Duties, Etc. Anything herein to the contrary notwithstanding, neither the book runner nor
the arranger listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, a Lender or an L/C Issuer
hereunder. 
 9.09    Administrative Agent May File Proofs of Claim. In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise; 

(a)    to file and prove a claim for the whole amount of the principal and interest owing and unpaid in
respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent
(including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers
and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; 

(b)    to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; and 
 (c)    and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the
making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and
any other amounts due the Administrative Agent under Sections 2.09 and 10.04. 
 Nothing contained herein
shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights
of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer in any such proceeding. 

The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any
portion of the Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or
more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United
States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (b) at any other sale 

  
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or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in
accordance with any Applicable Law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Obligations with respect to contingent or
unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating
the contingent interests) in the asset or assets so purchased (or in the Equity Interests or debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (i) the
Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (ii) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative
Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this
Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01 of this Agreement), (iii) the Administrative Agent shall be authorized to assign the relevant Obligations
to any such acquisition vehicle pro rata by the Lenders, as a result of which each of the Lenders shall be deemed to have received a pro rata portion of any Equity Interests and/or debt instruments issued by such an acquisition vehicle on account of
the assignment of the Obligations to be credit bid, all without the need for any Secured Party or acquisition vehicle to take any further action, and (iv) to the extent that Obligations that are assigned to an acquisition vehicle are not used
to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such
Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Obligations that had been assigned to the acquisition vehicle shall
automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. 

9.10    Collateral and Guaranty Matters. Without limiting the provisions of
Section 9.09, the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,

 (a)    to release any Lien on any property granted to or held by the Administrative Agent under any
Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Secured Cash Management Agreements
and Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other
arrangements satisfactory to the Administrative Agent and the affected L/C Issuer shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other
disposition permitted hereunder or under any other Loan Document, (iii) that constitutes an “Excluded Asset” (as such term is defined in the Security Agreement), or (iv) subject to Section 10.01, if
approved, authorized or ratified in writing by the Required Lenders; 
 (b)    to subordinate any Lien on
any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and 

(c)    to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a
Subsidiary as a result of a transaction permitted under the Loan Documents. 

  
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 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such
Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its
obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. 

The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the
existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be
responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral. 

9.11    Certain ERISA Matters. 

(a)    Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent, and not, for the avoidance of doubt, to or for the benefit of the
Borrower or any other Loan Party, that at least one of the following is and will be true: 
 (i)    such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments or this Agreement, 
 (ii)    the transaction exemption set
forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a
class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,

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

  
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 (iv)    such other representation, warranty and covenant
as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender. 
 In addition, unless either
(1) 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 clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative 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 Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the
Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto). 

9.12    Secured Cash Management Agreements and Secured Hedge Agreements. Except as otherwise expressly set
forth herein or in the Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefits of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or of the
Guaranty or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or
impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative
Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements unless the Administrative Agent
has received written notice of such Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. 

ARTICLE X. MISCELLANEOUS 

10.01    Amendments, Etc. Subject to Section 3.03(c) and the last paragraph of
this Section 10.01, no amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall: 

(a)    waive any condition set forth in Section 4.01(a) without the written consent of each
Lender; 
 (b)    extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 8.02) without the written consent of such Lender; 
 (c)    postpone any date fixed by
this Agreement or any other Loan Document for any payment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected
thereby; 
 (d)    (i) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing,
or any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however, that only the consent of


  
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the Required Lenders shall be necessary to (x) amend the definition of “Default Rate” or to waive any obligation of the Borrower to pay interest or Letter of Credit Fees at the
Default Rate; or (y) amend any financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder;

 (e)    change Section 8.03 in a manner that would alter the pro rata sharing of payments
required thereby without the written consent of each Lender; 
 (f)    change any provision of this Section or the
definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; 
 (g)    release all or substantially all of the value of the Guaranty
without the written consent of each Lender, except to the extent the release of any Guarantor is permitted pursuant to Section 9.10 (in which case such release may be made by the Administrative Agent acting alone); or 

(h)    other than pursuant to a Disposition permitted by the terms of this Agreement, release all or substantially all of
the Collateral without the written consent of each Lender (excluding, if any Loan Party becomes a debtor under any Debtor Relief Law, the release of “cash collateral”, as defined in Section 363(a) of the federal Bankruptcy Code of the
United States pursuant to a cash collateral stipulation with the debtor approved by the Required Lenders); 
 and, provided further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by an L/C Issuer in addition to the Lenders required above, affect the rights or duties of such L/C Issuer under this Agreement or any Issuer Document relating to any
Letter of Credit issued or to be issued by it; (ii) other than the removal of the Administrative Agent pursuant to Section 9.06 above, no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (iii) the Fee Letter may be amended, or rights or privileges thereunder
waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder (and any amendment, waiver or
consent which by its terms requires the consent of all Lenders or each affected Lender may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) 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 (y) any waiver, amendment, consent or modification requiring the consent of all Lenders or each affected Lender that by its terms affects any Defaulting Lender more adversely relative to other affected Lenders shall
require the consent of such Defaulting Lender. 
 Notwithstanding any provision herein to the contrary, this Agreement may be amended with the written
consent of the Required Lenders, the Administrative Agent and the Borrower (i) to add one or more additional revolving credit facilities to this Agreement, in each case subject to the limitations in Section 2.14, and
to permit the extensions of credit and all related obligations and liabilities arising in connection therewith from time to time outstanding to share ratably (or on a basis subordinated to the existing facilities hereunder) in the benefits of this
Agreement and the other Loan Documents with the obligations and liabilities from time to time outstanding in respect of the existing facilities hereunder, and (ii) in connection with the foregoing, to permit, as deemed appropriate by the
Administrative Agent and approved by the Required Lenders, the Lenders providing such additional credit facilities to participate in any required vote or action required to be approved by the Required Lenders or by any other number, percentage or
class of Lenders hereunder. 

  
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 Notwithstanding any provision herein to the contrary, if the Administrative Agent and the Borrower acting
together identify any ambiguity, omission, mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document (including the schedules and exhibits thereto), then the Administrative Agent and the Borrower
shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment shall become effective without any further action or consent of any other party to
this Agreement. 
 10.02    Notices; Effectiveness; Electronic Communication. 

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

(i)    if to the Borrower, the Administrative Agent or an L/C Issuer, to the address, facsimile number,
electronic mail address or telephone number specified for such Person on Schedule 10.02; and 

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

(b)    Electronic Communications. Notices and other communications to the Administrative Agent, the Lenders and the
L/C Issuers hereunder may be delivered or furnished by electronic communication (including e-mail, FpML messaging and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or any L/C Issuer pursuant to Article II if such Lender or such L/C Issuer, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication. The Administrative Agent, an L/C Issuer or the Borrower may each, in its discretion, agree to accept notices and other communications to it hereunder by electronic
communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. 

Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an
e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or intranet website 

  
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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), if such notice, email or other
communication is not sent during the normal business hours of the recipient, such notice, email or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient. 

(c)    The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS
DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN
CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower, any Lender, any L/C Issuer or
any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s, any Loan Party’s or the Administrative Agent’s transmission of Borrower
Materials or notices through the Platform, any other electronic platform or electronic messaging service, or through the Internet. 

(d)    Change of Address, Etc. Each of the Borrower, the Administrative Agent and each L/C Issuer may change its
address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number for notices and other communications hereunder by
notice to the Borrower, the Administrative Agent and the L/C Issuers. In addition, each Lender agrees to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address, contact
name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at least one
individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate,
in accordance with such Public Lender’s compliance procedures and Applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public Side
Information” portion of the Platform and that may contain material non-public information with respect to the Borrower or its securities for purposes of United States Federal or state securities laws.

 (e)    Reliance by Administrative Agent, L/C Issuers and Lenders. The Administrative Agent, the L/C Issuers
and the Lenders shall be entitled to rely and act upon any notices (including telephonic notices, Committed Loan Notices and Letter of Credit Applications) purportedly given by or on behalf of the Borrower even if (i) such notices were not made
in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall
indemnify the Administrative Agent, the L/C Issuers, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of
the Borrower. All telephonic notices to and other telephonic communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby consents to such recording. 

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

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, the
Administrative Agent in accordance with Section 8.02 for the benefit of all the Lenders and all the L/C Issuers; provided, however, that the foregoing shall not prohibit (a) the Administrative Agent from
exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) an L/C Issuer from exercising the rights and remedies that inure
to its benefit (solely in its capacity as an L/C Issuer) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of
Section 2.13), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and
provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to the Administrative
Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject to
Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

10.04    Expenses; Indemnity; Damage Waiver. 

(a)    Costs and Expenses. The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or
thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by any L/C Issuer
in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out-of-pocket expenses
incurred by the Administrative Agent, any Lender or any L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or any L/C Issuer), and shall pay all fees and time charges for attorneys who
may be employees of the Administrative Agent, any Lender or any L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this
Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans or Letters of Credit. 
 (b)    Indemnification by the
Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being
called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, penalties and related expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all fees and time charges and disbursements for attorneys who may be employees of 

  
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any Indemnitee, incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties
arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related
Parties only, the administration of this Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the
proceeds therefrom (including any refusal by an L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to the Borrower or any of its
Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses
(x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by the Borrower or any other
Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if (i) the Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on
such claim as determined by a court of competent jurisdiction and (ii) a court of competent jurisdiction has determined by final and nonappealable judgment that such claim resulted from the gross negligence or willful misconduct of such
Indemnitee. Without limiting the provisions of Section 3.01(c), this Section 10.04(b) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising
from any non-Tax claim. 
 (c)    Reimbursement by Lenders. To the extent
that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any
sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent),
such L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit
Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time
that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or
asserted against the Administrative Agent (or any such sub-agent), any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of
Section 2.12(d). 
 (d)    Waiver of Consequential Damages, Etc. To the fullest extent
permitted by Applicable Law, the Borrower shall not assert, and hereby waives, and acknowledges that no other Person shall have, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or
Letter of Credit or the use of the proceeds thereof. 

  
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No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials
distributed to such unintended recipients by such Indemnitee through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or
thereby other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 

(e)    Payments. All amounts due under this Section shall be payable not later than ten Business Days after demand
therefor. 
 (f)    Survival. The agreements in this Section and the indemnity provisions of
Section 10.02(e) shall survive the resignation of the Administrative Agent and any L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all
the other Obligations. 
 10.05    Payments Set Aside. To the extent that any payment by or on behalf of
the Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, 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 the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee,
receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of
any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations
of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement. 

10.06    Successors and Assigns. 

(a)    Successors and Assigns Generally. 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 neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of the Administrative Agent and each Lender and 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
subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security
interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto 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 subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the L/C Issuers and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

  
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 (b)    Assignments by Lenders. Any Lender may at any time assign
to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this subsection (b), participations in L/C
Obligations) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i)    Minimum Amounts. 

(A)    in the case of an assignment of the entire remaining amount of the assigning Lender’s
Commitment and/or the Loans at the time owing to it or contemporaneous assignments to related Approved Funds that equal at least the amount specified in paragraph (b)(i)(B) of this Section in the aggregate or in the case of
an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned; and 

(B)    in any case not described in subsection (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment,
determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less
than $5,000,000 unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed). 

(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 Loans or the Commitment assigned. 

(iii)    Required Consents. No consent shall be required for any assignment except to the extent
required by subsection (b)(i)(B) 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 (1) an Event of Default has occurred and is continuing at the time of such assignment or (2) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; provided that the Borrower shall be deemed to
have consented to any such assignment unless it shall object thereto by written notice to the Administrative Agent within five (5) Business Days after having received notice thereof; and provided, further, that the Borrower’s
consent shall not be required during the primary syndication of the credit facility provided herein; 

(B)    the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed)
shall be required if such assignment is to a Person that is not a Lender, an Affiliate of such Lender or an Approved Fund with respect to such Lender; and 

(C)    the consent of each L/C Issuer shall be required for any assignment. 

(iv)    Assignment and Assumption. The parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and
recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. 

  
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 (v)    No Assignment to Certain Persons. No such
assignment shall be made (A) to the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (B) 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 (B), or (C) 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). 

(vi)    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 the assignment shall make such additional payments to the Administrative Agent in
an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the
Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent), to (x) pay and
satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of
all Loans and participations in Letters of Credit in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under
Applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (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 3.01, 3.04,
3.05, and 10.04 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. Upon request, the Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection 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 subsection (d) of this Section. 
 (c)    Register. The
Administrative Agent, acting solely for this purpose as an agent of the Borrower (and such agency being solely for tax purposes), shall maintain at the Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it (or
the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and L/C Obligations owing to, each Lender
pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent 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. 

  
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 (d)    Participations. Any Lender may at any time, without the
consent of, or notice to, the Borrower or the Administrative 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, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (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 Commitment and/or the Loans (including such Lender’s participations in L/C Obligations) 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 Administrative Agent, the Lenders and the L/C Issuers 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 10.04(c) without
regard to the existence of any participation. 
 Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to Section 10.01 that affects such Participant. The Borrower agrees that each Participant
shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section (it being understood that the documentation required under Section 3.01(e) shall be delivered to the Lender who sells the participation) to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section; provided that such Participant (A) agrees to be subject to the provisions of Sections 3.06 and 10.13 as if it were an assignee under paragraph
(b) of this Section and (B) shall not be entitled to receive any greater payment under Sections 3.01 or 3.04, with respect to any participation, than the Lender from whom it acquired the applicable
participation would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 3.06 with respect to any Participant. To the extent
permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender; provided that such Participant agrees to be subject to Section 2.13 as
though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of
each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that no Lender shall have
any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes
of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register. 

  
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 (e)    Certain Pledges. Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(f)    Resignation as L/C Issuer after Assignment. Notwithstanding anything to the contrary contained herein, if at
any time any L/C Issuer assigns all of its Commitment and Loans pursuant to subsection (b) above, such L/C Issuer may, upon 30 days’ notice to the Borrower, the Administrative Agent and the Lenders, resign as an L/C
Issuer. In the event of any such resignation as an L/C Issuer, the Borrower shall be entitled to appoint from among the Lenders a successor L/C Issuer hereunder; provided, however, that no failure by the Borrower to appoint any such
successor shall affect the resignation of such Lender as an L/C Issuer. If any Lender resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit issued by
it outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed
Amounts pursuant to Section 2.03(c)). Upon the appointment of a successor L/C Issuer, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the resigning L/C Issuer to
effectively assume the obligations of such resigning L/C Issuer with respect to such Letters of Credit. 

10.07    Treatment of Certain Information; Confidentiality. Each of the Administrative Agent, the Lenders
and the L/C Issuers agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates, its auditors and 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 Information and instructed to keep such Information confidential), (b) to the extent required or requested by any regulatory authority purporting to have
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) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights and obligations under this Agreement or any Eligible Assignee invited to be a Lender pursuant to Section 2.14(c) or (ii) 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, (g) on a confidential basis to (i) any rating agency in connection with rating the
Borrower or its Subsidiaries or the credit facilities provided hereunder, (ii) the provider of any Platform or other electronic delivery service used by the Administrative Agent and/or any L/C Issuer to deliver Borrower Materials or notices to
the Lenders or (iii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers or other market identifiers with respect to the credit facilities provided hereunder, (h) with the consent
of the Borrower or (i) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section, (y) becomes available to the Administrative Agent, any Lender, any L/C Issuer or any of their
respective Affiliates on a nonconfidential basis from a source other than the Borrower or (z) is independently discovered or developed by a party hereto without utilizing any Information received from the Borrower or violating the terms of this
Section 10.07. In addition, the Administrative Agent and the Lenders may disclose the existence of this Agreement and information about 

  
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this Agreement to market data collectors, similar service providers to the lending industry and service providers to the Agents and the Lenders in connection with the administration of this
Agreement, the other Loan Documents, and the Commitments. 
 For purposes of this Section, “Information” means all information
received from the Borrower or any Subsidiary relating to the Borrower or any Subsidiary or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender or any L/C Issuer on a
nonconfidential basis prior to disclosure by the Borrower or any Subsidiary, provided that, in the case of information received from the Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to
maintain the confidentiality of such Information as such Person would accord to its own confidential information. 
 Each of the
Administrative Agent, the Lenders and the L/C Issuers acknowledges that (a) the Information may include material non-public information concerning the Borrower or a Subsidiary, as the case may be,
(b) it has developed compliance procedures regarding the use of material non-public information and (c) it will handle such material non-public information in
accordance with Applicable Law, including United States Federal and state securities Laws. 
 10.08    Right
of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by Applicable
Law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any
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 or any other Loan Document to such Lender or such L/C Issuer or their respective
Affiliates, irrespective of whether or not such Lender, such L/C Issuer or Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower may be contingent or unmatured or are owed
to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided, that in the event that any Defaulting Lender shall exercise
any such right of setoff, (x) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.16 and, pending such payment, shall
be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (y) the Defaulting Lender shall provide promptly to the Administrative Agent
a statement describing in reasonable detail the Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section are in addition
to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any
such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application. 

10.09    Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document,
the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the
Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In
determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not
principal as an expense, fee, or premium rather 

  
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than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest
throughout the contemplated term of the Obligations hereunder. 
 10.10    Counterparts; Integration;
Effectiveness. This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This
Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this
Agreement by facsimile or other electronic imaging means (e.g. “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement. 

10.11    Survival of Representations and Warranties. All representations and warranties made hereunder and
in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied
upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 

10.12    Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 10.12, if and to the extent that the enforceability of
any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent or the applicable L/C Issuer, as applicable, then such provisions shall be deemed to be
in effect only to the extent not so limited. 
 10.13    Replacement of Lenders. If the Borrower is
entitled to replace a Lender pursuant to the provisions of Section 3.06, 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 Administrative 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 10.06), all of its interests, rights (other than its existing rights to payments pursuant to Sections 3.01 and 3.04) and obligations under this Agreement and the related Loan
Documents to an Eligible Assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment), provided that: 

(a)    the Borrower shall have paid to the Administrative Agent the assignment fee (if any) specified in
Section 10.06(b); 

  
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 (b)    such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 3.05) 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); 

(c)    in the case of any such assignment resulting from a claim for compensation under
Section 3.04 or payments required to be made pursuant to Section 3.01, such assignment will result in a reduction in such compensation or payments thereafter; 

(d)    such assignment does not conflict with Applicable Laws; and 

(e)    in the case of an assignment resulting from a Lender becoming a
Non-Consenting Lender, the applicable assignee shall have consented to the applicable amendment, waiver or consent. 

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 (a) an assignment required pursuant to this Section 10.13 may be effected pursuant to an Assignment and Assumption executed by the Borrower, the Administrative Agent and the assignee and (b) the Lender
required to make such assignment need not be a party thereto in order for such assignment to be effective and shall be deemed to have consented to an be bound by the terms thereof; provided that, following the effectiveness of any such
assignment, the other parties to such assignment agree to execute and deliver such documents necessary to evidence such assignment as reasonably requested by the applicable Lender; provided, further, that any such documents shall be
without recourse to or warranty by the parties thereto. 
 Notwithstanding anything in this Section to the contrary, (i) any Lender
that acts as an L/C Issuer may not be replaced hereunder at any time it has any Letter of Credit outstanding hereunder unless arrangements satisfactory to such Lender (including the furnishing of a backstop standby letter of credit in form and
substance, and issued by an issuer, reasonably satisfactory to such L/C Issuer or the depositing of cash collateral into a cash collateral account in amounts and pursuant to arrangements reasonably satisfactory to such L/C Issuer) have been made
with respect to such outstanding Letter of Credit and (ii) the Lender that acts as the Administrative Agent may not be replaced hereunder except in accordance with the terms of Section 9.06. 

10.14    Governing Law; Jurisdiction; Etc. 

(a)    GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF
ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY
AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA. 

(b)    SUBMISSION TO JURISDICTION. THE BORROWER 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 THE ADMINISTRATIVE AGENT, ANY 

  
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LENDER, ANY L/C ISSUER, OR ANY RELATED PARTY OF THE FOREGOING IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO, IN ANY FORUM OTHER
THAN THE COURTS OF THE STATE OF CALIFORNIA SITTING IN ORANGE COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE CENTRAL DISTRICT OF CALIFORNIA, 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 CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT AGAINST THE BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c)    WAIVER OF
VENUE. THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d)    SERVICE OF PROCESS. EACH PARTY HERETO
IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW. 
 10.15    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 RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, 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 THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION. 
 10.16    California Judicial Reference. If any action or proceeding is
filed in a court of the State of California by or against any party hereto in connection with any of the transactions contemplated by this Agreement or any other Loan Document, (a) the court shall, and is hereby directed to, make a general
reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge) to hear and determine all of the issues in such action or proceeding (whether of fact


  
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or of law) and to report a statement of decision, provided that at the option of any party to such proceeding, any such issues pertaining to a “provisional remedy” as defined in
California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court, and (b) without limiting the generality of Section 10.04, the Borrower shall be solely responsible to pay all fees and
expenses of any referee appointed in such action or proceeding. 
 10.17    No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower acknowledges and agrees, and
acknowledges its Affiliates’ understanding, that: (i) (A) the arranging and other services regarding this Agreement provided by the Administrative Agent, the Arranger and the Lenders are
arm’s-length commercial transactions between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, the Arranger and the Lenders, on the other hand, (B) the Borrower has
consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (C) the Borrower is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions
contemplated hereby and by the other Loan Documents; (ii) (A) the Administrative Agent, the Arranger and each Lender is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not
been, is not, and will not be acting as an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any other Person and (B) neither the Administrative Agent, the Arranger nor any Lender 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 in the other Loan Documents; and (iii) the Administrative Agent, the Arranger and the Lenders and their
respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower and its Affiliates, and neither the Administrative Agent, the Arranger nor any Lender 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 the Administrative Agent, the Arranger or any Lender with respect to any
breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 

10.18    Electronic Execution of Assignments and Certain Other Documents. 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 Loan Parties agrees that any Electronic Signature on or associated with any Communication shall be valid and binding on each of the Loan Parties 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 of the Loan Parties 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 Administrative Agent and each of the Secured Parties 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. The Administrative
Agent and each of the Secured Parties 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 the
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. Notwithstanding anything contained herein to the contrary, 

  
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the Administrative Agent is under no obligation to accept an Electronic Signature in any form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures
approved by it; provided, further, without limiting the foregoing, (i) to the extent the Administrative Agent has agreed to accept such Electronic Signature, the Administrative Agent and each of the Secured Parties shall be
entitled to rely on any such Electronic Signature purportedly given by or on behalf of any Loan Party without further verification and (ii) upon the request of the Administrative Agent or any Lender, 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. 
 10.19    USA PATRIOT Act. Each Lender that is subject to the Act (as
hereinafter defined) and the Administrative Agent (for itself and not on behalf of any 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”), it is required to obtain, verify and record information that identifies the Borrower and its Subsidiaries, which information includes the name, address and tax identification
number of the Borrower and its Subsidiaries and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and its Subsidiaries in accordance with the Act. The Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your
customer” and anti-money laundering rules and regulations, including the Act. 
 10.20    Acknowledgement
and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each
party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of
the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

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

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

(b)    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 any other Loan Document; or 
 (c)    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. 

10.21    Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide
support, through a guarantee or otherwise, for any Swap Contract 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 

  
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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): 
 (a)    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. 
 (b)    As used in this Section 10.21, the following terms have the
following meanings: 
 “BHC Act Affiliate” of a party means an “affiliate” (as such term is
defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party. 
 “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). 

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12
C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. 
 (i)    “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). 

[Signatures begin on the following page] 

  
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 SCHEDULE 2.01 

(to Amendment No. 2) 

COMMITMENTS 

AND APPLICABLE PERCENTAGES 

(as of Amendment No. 2 Effective Date) 
  

									
	 Lender
	  	Commitment	 	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	107,500,000.00	 	  	 	50.000000000	% 
	 JPMorgan Chase Bank, N.A.
	  	$	64,500,000.00	 	  	 	30.000000000	% 
	 Wells Fargo Bank, National Association
	  	$	43,000,000.00	 	  	 	20.000000000	% 
	 TOTAL
	  	$	215,000,000.00	 	  	 	100.000000000	% 













 Exhibit A 

(to Amendment No. 2) 

FORM OF COMMITTED LOAN NOTICE 

Date:                     ,
             
 To:    Bank of America, N.A., as Administrative Agent

 Ladies and Gentlemen: 
 Reference is made to
that certain Third Amended and Restated Credit Agreement, dated as of April 30, 2020 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein
being used herein as therein defined), among BJ’s Restaurants, Inc., a California corporation (the “Company”), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent and an L/C Issuer, and
JPMorgan Chase Bank, N.A., as an L/C Issuer. 
 The undersigned hereby requests (select one): 

☐        A Borrowing of Committed Loans
                ☐    A conversion or continuation of Loans 
  

	 	1.	 On
                                         
                                        (a Business
Day). 


  

	 	2.	 In the amount of
$                                        .



  

	 	3.	 Comprised of
                                         
       . 


 [Type of Committed Loan requested] 

 

	 	4.	 For Eurodollar Rate Loans: with an Interest Period of      months.



  

	 	5.	 The proposed Credit Extension shall not result in the amount of cash and Cash Equivalents of the Borrower and
its Subsidiaries calculated on a consolidated basis in excess of $35,000,000. 


 The Committed Borrowing, if any,
requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement. 
  

	
	 BJ’S RESTAURANTS, INC.,

a California corporation

	
	 By:

	 Name:

	 Title:















 Exhibit C 

(to Amendment No. 2) 

For the Quarter/Year ended
                     (“Statement Date”) 

SCHEDULE 1 
 to the
Compliance Certificate 
  

	I.	 Section 7.11(a) – Fixed Charge Coverage
Ratio.1 


  

									
	A.	  	        	  	 EBITDA for four consecutive fiscal quarters ending on above date (“Subject
Period”):
	  			
				
		  		  	1.           Net income for Subject Period:	  	$	             	 
				
		  		  	2.           Income / loss from discontinued operations and extraordinary items for Subject Period:	  	$	 	 
				
		  		  	3.           Non-cash stock based compensation for Subject Period:	  	$	 	 
				
		  		  	4.           Pre-opening expenses for Subject Period:	  	$	 	 
				
		  		  	5.           Provision for income taxes for Subject Period:	  	$	 	 
				
		  		  	6.           Interest expense for Subject Period:	  	$	 	 
				
		  		  	7.           Depreciation expenses for Subject Period:	  	$	 	 
				
		  		  	8.           Amortization expenses for Subject Period:	  	$	 	 
				
		  		  	9.           Depletion expenses for Subject Period:	  	$	 	 
				
		  		  	10.         Other non-cash expenses reducing net income for Subject Period:	  	$	 	 
				
		  		  	11.         Non-cash items increasing net income for Subject Period:	  	$	 	 
				
		  		  	12.         EBITDA (Lines I.A.1 +/- 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 - 11):2	  	$	 	 
				
		  		  	13.         [circle as necessary: Line I.A.12 multiplied by [4][2][4/3]]	  	$	 	 
			
	 B.
	  	           Rental Expense for
Subject Period:
	  	$	 	 
			
	 C.
	  	           Interest Expense for
Subject Period:
	  	$	 	 
			
	 D.
	  	           Fixed Charge Coverage
Ratio ((Line I.A.12 + I.B) ÷ (Line I.B +
	  			


  

	1 	 Commencing with the fiscal quarter ending on or about September 30, 2021. 



	2 	 For purposes only of calculating the financial covenants in Sections 7.11(a) and (b), (i) EBITDA for the four
fiscal quarter period ending on or about September 30, 2021 shall equal the sum above for such fiscal quarter ending on or about September 30, 2021 multiplied by 4; (ii) EBITDA for the four fiscal quarter period ending on or about December 31, 2021
shall equal the sum above for the two consecutive fiscal quarters ending on or about December 31, 2021 multiplied by 2; (iii) EBITDA for the four fiscal quarter period ending on or about March 31, 2022 shall equal the sum above for the three
consecutive fiscal quarters ending on or about March 31, 2022 multiplied by 4/3; and (iv) EBITDA for the four fiscal quarter period ending on or about June 30, 2022 and continuing thereafter shall equal the sum above for the most recently ended four
consecutive fiscal quarters. 















							
	    	  	        	  	I.C):	  	        to 1.00
		  		  	Minimum required:	  	
		  		  	 (i) for fiscal quarter ending September 30, 2021:
	  	1.75 to 1.00
		  		  	 (ii)  for fiscal quarter ending December 31, 2021 and each fiscal quarter
thereafter:
	  	2.00 to 1.00


  

	II.	 Section 7.11(b) – Total Lease Adjusted Leverage Ratio.3 


  

									
	A.	  		  	Total Funded Debt for Subject Period:	  	$	 	 
				
	B.	  		  	Rental Expense for Subject Period:	  	$	 	 
				
	C.	  		  	Line II.B x 8:	  	$	 	 
				
	D.	  		  	EBITDA for Subject Period (Line I.A.12 (or I.A.13 as applicable) above):	  	$	 	 
				
	E.	  		  	Total Lease Adjusted Leverage Ratio Numerator (Line II.A + II.C):	  	$	 	 
				
	F.	  		  	Total Lease Adjusted Leverage Ratio Denominator (Line II.B + II.D):	  	$	 	 
				
	G.	  		  	Total Lease Adjusted Leverage Ratio (Line II.E ( II.F):	  	 	        to 1.00	 
				
		  		  	 Maximum permitted:
	  			
				
		  		  	 (i) for fiscal quarter ending September 30, 2021:
	  	 	5.75 to 1.00	 
				
		  		  	 (ii)  for fiscal quarter ending December 31, 2021:
	  	 	5.00 to 1.00	 
				
		  		  	 (iii)  for fiscal quarter ending March 31, 2022 and each fiscal quarter
thereafter:
	  	 	4.50 to 1.00	 


  

	III.	 Section 7.11(d) – Minimum EBITDAR.4



  

									
	A.	  		  	 EBITDA for May 2021 and June 2021 (“Subject Period”):
	  			
				
		  		  	1.           Net income for Subject Period:	  	$	                     	 
				
		  		  	2.           Income / loss from discontinued operations and extraordinary items for Subject Period:	  	$	 	 
				
		  		  	3.           Non-cash stock based compensation for Subject Period:	  	$	 	 
				
		  		  	4.           Pre-opening expenses for Subject Period:	  	$	 	 
				
		  		  	5.           Provision for income taxes for Subject Period:	  	$	 	 
				
		  		  	6.           Interest expense for Subject Period:	  	$	 	 
				
		  		  	7.           Depreciation expenses for Subject Period:	  	$	 	 
				
		  		  	8.           Amortization expenses for Subject Period:	  	$	 	 
				
		  		  	9.           Depletion expenses for Subject Period:	  	$	 	 
				
		  		  	10.         Other non-cash expenses reducing net income for Subject Period:	  	$	 	 


  

	3 	 Commencing with the fiscal quarter ending on or about September 30, 2021. 



	4 	 For the fiscal quarter ending on or about June 30, 2021. 















							
		  	        	  	11.         Non-cash items increasing net income for Subject Period:	  	$
				
		  		  	12.         EBITDA (Lines III.A.1 +/- 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 - 11) multiplied by 6:	  	$
				
	B.	  		  	Rental Expense for four consecutive quarters ended June 30, 2021:	  	$
				
	C.	  		  	EBITDAR ((Lines III.A.12 + III.B):	  	$
				
	 	  	 	  	Minimum required for the fiscal quarter ending June 30, 2021:	  	$55,000,000


  

	IV.	 Applicable Rate – Pricing Total Lease Adjusted Leverage Ratio. 



 

									
	A.	 		  	Total Funded Debt for Subject Period:	  	$	 	 
				
	B.	 		  	Rental Expense for Subject Period:	  	$	 	 
				
	C.	 		  	Line IV.B x 8:	  	$	 	 
				
	D.	 	 	  	Pricing EBITDA for four consecutive fiscal quarters ending on above date (“Subject Period”):	  	 	 
				
		 		  	1.           Net income for Subject Period:	  	$	 	 
				
		 		  	2.           Income / loss from discontinued operations and extraordinary items for Subject Period:	  	$	 	 
				
		 		  	3.           Non-cash stock based compensation for Subject Period:	  	$	 	 
				
		 		  	4.           Pre-opening expenses for Subject Period:	  	$	 	 
				
		 		  	5.           Provision for income taxes for Subject Period:	  	$	 	 
				
		 		  	6.           Interest expense for Subject Period:	  	$	 	 
				
		 		  	7.           Depreciation expenses for Subject Period:	  	$	 	 
				
		 		  	8.           Amortization expenses for Subject Period:	  	$	 	 
				
		 		  	9.           Depletion expenses for Subject Period:	  	$	 	 
				
		 		  	10.         Other non-cash expenses reducing net income for Subject Period:	  	$	 	 
				
		 		  	11.         Non-cash items increasing net income for Subject Period:	  	$	 	 
				
		 		  	12.         EBITDA (Lines IV.D.1 +/- 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 - 11):	  	$	 	 
				
	E.	 		  	Pricing Total Lease Adjusted Leverage Ratio Numerator (Line IV.A + IV.C):	  	$	 	 
				
	F.	 		  	Pricing Total Lease Adjusted Leverage Ratio Denominator (Line IV.B + IV.D.12):	  	$	 	 
				
	G.	 		  	Pricing Total Lease Adjusted Leverage Ratio (Line IV.E ( IV.F):	  	 	        to 1.00	 














 Applicable Pricing Level: 
  

											
	Applicable Rate
	 Pricing
Level
	  	 Pricing Total Lease Adjusted
Leverage
Ratio
	  	Unused
Commitment
Fee	  	Letters of
Credit Fee	  	Eurodollar
Rate +	  	Base Rate
+
	     1
	  	<2.50:1	  	0.150%	  	1.00%	  	1.00%	  	0.00%
	     2
	  	3 2.50:1 but <3.00:1	  	0.200%	  	1.25%	  	1.25%	  	0.25%
	     3
	  	3 3.00:1 but <3.50:1	  	0.250%	  	1.50%	  	1.50%	  	0.50%
	     4
	  	3 3.50:1 but <4.00:1	  	0.300%	  	1.75%	  	1.75%	  	0.75%
	     5
	  	3 4.00:1	  	0.350%	  	3.00%	  	3.00%	  	2.00%













 Exhibit K 

(to Amendment No. 2) 

SCHEDULE 1 
 to the Total
Liquid Assets Compliance Certificate 
 For the month ended
                     (“Statement Date”): 
  

	1.	 Total Liquid Assets: 



 

							
	 a.
	  	Unrestricted and unencumbered cash and Cash Equivalents:	  	$	                 	 
			
	 b.
	  	aggregate Commitments at such time available to be drawn by the Borrower under the terms of the Agreement (including the satisfaction of the conditions precedent set forth in Section 4.02(a) and (b) of the
Agreement):	  	$	 	 
			
	 c.
	  	Sum of 1(a) + 1(b):	  	$	 	 
		
	In compliance as of the Statement Date (Total Liquid Assets greater than or equal to the amount set forth below
for such month)?	  	Yes/No	 


  

					
	 Month
	  	Minimum Total Liquid Assets Required	 
	 December 2020
	  	$	105,000,000	 
	 January 2021
	  	$	93,000,000	 
	 February 2021
	  	$	80,000,000	 
	 March 2021
	  	$	72,000,000	 
	 April 2021
	  	$	67,000,000	 
	 May 2021
	  	$	64,000,000	 
	 June 2021
	  	$	68,000,000	 
	 July 2021
	  	$	69,000,000	 
	 August 2021
	  	$	68,000,000	 
	 September 2021
	  	$	74,000,000	 
	 October 2021
	  	$	74,000,000	 
	 November 2021
	  	$	74,000,000	 
	 December 2021
	  	$	74,000,000