EX-10.5





 Exhibit 10.5 

THIS AGREEMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS
AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF DECEMBER 14, 2018, BY AND AMONG MAYVILLE ENGINEERING COMPANY, INC., A WISCONSIN CORPORATION, WELLS FARGO
STRATEGIC CAPITAL, INC. A TEXAS CORPORATION, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, FOR ITSELF AND AS AGENT FOR THE SENIOR LENDERS. EACH HOLDER OF THIS AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE
PROVISIONS OF THE SUBORDINATION AGREEMENT. 
  
  

$25,000,000.00 
 SENIOR
SUBORDINATED CREDIT AGREEMENT 
 dated as of December 14, 2018, 

by and among 
 MAYVILLE
ENGINEERING COMPANY, INC. 
 as Borrower, 

the Lenders referred to herein, 

as Lenders, 
 and 

WELLS FARGO STRATEGIC CAPITAL, INC., 

as Administrative Agent, 
  

 

  
 1 














							
	 ARTICLE I DEFINITIONS
	  	 	1	 
			
	 SECTION 1.1
	  	Definitions	  	 	1	 
			
	 SECTION 1.2
	  	Other Definitions and Provisions	  	 	23	 
			
	 SECTION 1.3
	  	Accounting Terms	  	 	23	 
			
	 SECTION 1.4
	  	UCC Terms	  	 	24	 
			
	 SECTION 1.5
	  	Rounding	  	 	24	 
			
	 SECTION 1.6
	  	References to Agreement and Laws	  	 	24	 
			
	 SECTION 1.7
	  	Times of Day	  	 	24	 
			
	 SECTION 1.8
	  	[Reserved]	  	 	24	 
			
	 SECTION 1.9
	  	Guarantees/Earn-Outs	  	 	24	 
			
	 SECTION 1.10
	  	Covenant Compliance Generally	  	 	24	 
			
	 SECTION 1.11
	  	Rates	  	 	25	 
		
	 ARTICLE II [RESERVED]
	  	 	25	 
		
	 ARTICLE III [RESERVED]
	  	 	25	 
		
	 ARTICLE IV TERM LOAN FACILITIES
	  	 	25	 
			
	 SECTION 4.1
	  	Term Loans	  	 	25	 
			
	 SECTION 4.2
	  	Closing Date Advance of Term Loans	  	 	25	 
			
	 SECTION 4.3
	  	Repayment of Term Loans	  	 	25	 
			
	 SECTION 4.4
	  	Prepayments of Term Loans	  	 	26	 
		
	 ARTICLE V GENERAL LOAN PROVISIONS
	  	 	28	 
			
	 SECTION 5.1
	  	Interest	  	 	28	 
			
	 SECTION 5.2
	  	Prepayment Premium; Make-Whole	  	 	28	 
			
	 SECTION 5.3
	  	Fees	  	 	29	 
			
	 SECTION 5.4
	  	Manner of Payment	  	 	29	 
			
	 SECTION 5.5
	  	Evidence of Indebtedness	  	 	29	 
			
	 SECTION 5.6
	  	Sharing of Payments by Lenders	  	 	30	 
			
	 SECTION 5.7
	  	Administrative Agent’s Clawback	  	 	30	 
			
	 SECTION 5.8
	  	Changed Circumstances	  	 	31	 
			
	 SECTION 5.9
	  	Indemnity	  	 	32	 
			
	 SECTION 5.10
	  	Increased Costs	  	 	33	 
			
	 SECTION 5.11
	  	Taxes	  	 	34	 
			
	 SECTION 5.12
	  	Mitigation Obligations; Replacement of Lenders	  	 	37	 
		
	 ARTICLE VI CONDITIONS OF CLOSING AND BORROWING
	  	 	38	 
			
	 SECTION 6.1
	  	Conditions to Closing and Initial Extensions of Credit	  	 	38	 


  
 i 














							
	 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES
	  	 	43	 
			
	 SECTION 7.1
	  	Organization; Power; Qualification	  	 	43	 
			
	 SECTION 7.2
	  	Ownership	  	 	43	 
			
	 SECTION 7.3
	  	Authorization; Enforceability	  	 	43	 
			
	 SECTION 7.4
	  	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc	  	 	43	 
			
	 SECTION 7.5
	  	Compliance with Law; Governmental Approvals	  	 	44	 
			
	 SECTION 7.6
	  	Tax Returns and Payments	  	 	44	 
			
	 SECTION 7.7
	  	Intellectual Property Matters	  	 	45	 
			
	 SECTION 7.8
	  	Environmental Matters	  	 	45	 
			
	 SECTION 7.9
	  	Employee Benefit Matters	  	 	45	 
			
	 SECTION 7.10
	  	Margin Stock	  	 	47	 
			
	 SECTION 7.11
	  	Government Regulation	  	 	47	 
			
	 SECTION 7.12
	  	Material Contracts	  	 	47	 
			
	 SECTION 7.13
	  	Employee Relations	  	 	47	 
			
	 SECTION 7.14
	  	Burdensome Provisions	  	 	47	 
			
	 SECTION 7.15
	  	Financial Statements	  	 	48	 
			
	 SECTION 7.16
	  	No Material Adverse Change	  	 	48	 
			
	 SECTION 7.17
	  	Solvency	  	 	48	 
			
	 SECTION 7.18
	  	Title to Properties	  	 	48	 
			
	 SECTION 7.19
	  	Litigation	  	 	48	 
			
	 SECTION 7.20
	  	Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions	  	 	48	 
			
	 SECTION 7.21
	  	Absence of Defaults	  	 	49	 
			
	 SECTION 7.22
	  	ESOP	  	 	49	 
			
	 SECTION 7.23
	  	Senior Indebtedness Status	  	 	50	 
			
	 SECTION 7.24
	  	Disclosure	  	 	50	 
		
	 ARTICLE VIII AFFIRMATIVE COVENANTS
	  	 	51	 
			
	 SECTION 8.1
	  	Financial Statements and Budgets	  	 	51	 
			
	 SECTION 8.2
	  	Certificates; Other Reports	  	 	52	 
			
	 SECTION 8.3
	  	Notice of Litigation and Other Matters	  	 	52	 
			
	 SECTION 8.4
	  	Preservation of Corporate Existence and Related Matters	  	 	54	 
			
	 SECTION 8.5
	  	Maintenance of Property and Licenses	  	 	54	 
			
	 SECTION 8.6
	  	Insurance	  	 	54	 
			
	 SECTION 8.7
	  	Accounting Methods and Financial Records	  	 	55	 
			
	 SECTION 8.8
	  	Payment of Taxes and Other Obligations	  	 	55	 


  
 ii 














							
	 SECTION 8.9
	  	Compliance with Laws and Approvals	  	 	55	 
			
	 SECTION 8.10
	  	Environmental Laws	  	 	55	 
			
	 SECTION 8.11
	  	Compliance with ERISA	  	 	55	 
			
	 SECTION 8.12
	  	Compliance with Material Agreements	  	 	55	 
			
	 SECTION 8.13
	  	Visits and Inspections	  	 	55	 
			
	 SECTION 8.14
	  	Additional Subsidiaries	  	 	56	 
			
	 SECTION 8.15
	  	Depository Bank	  	 	57	 
			
	 SECTION 8.16
	  	Use of Proceeds	  	 	57	 
			
	 SECTION 8.17
	  	ESOP	  	 	57	 
			
	 SECTION 8.18
	  	Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions	  	 	58	 
			
	 SECTION 8.19
	  	Further Assurances	  	 	58	 
			
	 SECTION 8.20
	  	Post-Closing Matters	  	 	58	 
			
	 SECTION 8.21
	  	Lender Meetings	  	 	58	 
			
	 SECTION 8.22
	  	Real Property Collateral	  	 	59	 
		
	 ARTICLE IX NEGATIVE COVENANTS
	  	 	60	 
			
	 SECTION 9.1
	  	Indebtedness	  	 	60	 
			
	 SECTION 9.2
	  	Liens	  	 	62	 
			
	 SECTION 9.3
	  	Investments	  	 	63	 
			
	 SECTION 9.4
	  	Fundamental Changes	  	 	64	 
			
	 SECTION 9.5
	  	Asset Dispositions	  	 	64	 
			
	 SECTION 9.6
	  	Restricted Payments	  	 	65	 
			
	 SECTION 9.7
	  	Transactions with Affiliates	  	 	66	 
			
	 SECTION 9.8
	  	Accounting Changes; Organizational Documents	  	 	66	 
			
	 SECTION 9.9
	  	Payments and Modifications of Subordinated Indebtedness	  	 	67	 
			
	 SECTION 9.10
	  	No Further Negative Pledges; Restrictive Agreements	  	 	67	 
			
	 SECTION 9.11
	  	ESOP Matters	  	 	68	 
			
	 SECTION 9.12
	  	Sale of Accounts	  	 	68	 
			
	 SECTION 9.13
	  	Sale Leasebacks	  	 	68	 
			
	 SECTION 9.14
	  	Capital Expenditures	  	 	68	 
			
	 SECTION 9.15
	  	Financial Covenants	  	 	68	 
			
	 SECTION 9.16
	  	No Amendment to ESOP Documentation	  	 	69	 
			
	 SECTION 9.17
	  	Anti-Layering	  	 	69	 
			
	 SECTION 9.18
	  	Senior Debt	  	 	69	 
		
	 ARTICLE X DEFAULT AND REMEDIES
	  	 	70	 


  
 iii 














							
			
	 SECTION 10.1
	  	Events of Default	  	 	70	 
			
	 SECTION 10.2
	  	Remedies	  	 	72	 
			
	 SECTION 10.3
	  	Rights and Remedies Cumulative; Non-Waiver; etc	  	 	72	 
			
	 SECTION 10.4
	  	Crediting of Payments and Proceeds	  	 	73	 
			
	 SECTION 10.5
	  	Administrative Agent May File Proofs of Claim	  	 	74	 
			
	 SECTION 10.6
	  	Credit Bidding	  	 	74	 
		
	 ARTICLE XI THE ADMINISTRATIVE AGENT
	  	 	75	 
			
	 SECTION 11.1
	  	Appointment and Authority	  	 	75	 
			
	 SECTION 11.2
	  	Rights as a Lender	  	 	75	 
			
	 SECTION 11.3
	  	Exculpatory Provisions	  	 	75	 
			
	 SECTION 11.4
	  	Reliance by the Administrative Agent	  	 	76	 
			
	 SECTION 11.5
	  	Delegation of Duties	  	 	77	 
			
	 SECTION 11.6
	  	Resignation of Administrative Agent	  	 	77	 
			
	 SECTION 11.7
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	78	 
			
	 SECTION 11.8
	  	No Other Duties, Etc	  	 	78	 
			
	 SECTION 11.9
	  	Collateral and Guaranty Matters	  	 	78	 
		
	 ARTICLE XII MISCELLANEOUS
	  	 	79	 
			
	 SECTION 12.1
	  	Notices	  	 	79	 
			
	 SECTION 12.2
	  	Amendments, Waivers and Consents	  	 	81	 
			
	 SECTION 12.3
	  	Expenses; Indemnity	  	 	83	 
			
	 SECTION 12.4
	  	Right of Setoff	  	 	84	 
			
	 SECTION 12.5
	  	Governing Law; Jurisdiction, Etc	  	 	85	 
			
	 SECTION 12.6
	  	Waiver of Jury Trial	  	 	85	 
			
	 SECTION 12.7
	  	Reversal of Payments	  	 	86	 
			
	 SECTION 12.8
	  	Injunctive Relief	  	 	86	 
			
	 SECTION 12.9
	  	Successors and Assigns; Participations	  	 	86	 
			
	 SECTION 12.10
	  	Treatment of Certain Information; Confidentiality	  	 	89	 
			
	 SECTION 12.11
	  	Performance of Duties	  	 	90	 
			
	 SECTION 12.12
	  	All Powers Coupled with Interest	  	 	90	 
			
	 SECTION 12.13
	  	Survival	  	 	90	 
			
	 SECTION 12.14
	  	Titles and Captions	  	 	91	 
			
	 SECTION 12.15
	  	Severability of Provisions	  	 	91	 
			
	 SECTION 12.16
	  	Counterparts; Integration; Effectiveness; Electronic Execution	  	 	91	 
			
	 SECTION 12.17
	  	Term of Agreement	  	 	91	 
			
	 SECTION 12.18
	  	USA PATRIOT Act; Anti-Money Laundering Laws	  	 	92	 


  
 iv 














							
			
	 SECTION 12.19
	  	Independent Effect of Covenants	  	 	92	 
			
	 SECTION 12.20
	  	No Advisory or Fiduciary Responsibility	  	 	92	 
			
	 SECTION 12.21
	  	[Reserved]	  	 	93	 
			
	 SECTION 12.22
	  	Inconsistencies with Other Documents	  	 	93	 
			
	 SECTION 12.23
	  	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	93	 
			
	 SECTION 12.24
	  	Certain ERISA Matters	  	 	93	 


  
 v 














					
	 EXHIBITS
	  	 	  	 
			
	 Exhibit A
	  	—  	  	Form of Term Loan Note
			
	 Exhibit B
	  	—  	  	Form of Notice of Borrowing
			
	 Exhibit D
	  	—  	  	Form of Notice of Prepayment
			
	 Exhibit F
	  	—  	  	Form of Officer’s Compliance Certificate
			
	 Exhibit G
	  	—  	  	Form of Assignment and Assumption
			
	 Exhibit H-1
	  	—  	  	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Lenders)
			
	 Exhibit H-2
	  	—  	  	Form of U.S. Tax Compliance Certificate (Non-Partnership Foreign Participants)
			
	 Exhibit H-3
	  	—  	  	Form of U.S. Tax Compliance Certificate (Foreign Participant Partnerships)
			
	 Exhibit H-4
	  	—  	  	Form of U.S. Tax Compliance Certificate (Foreign Lender Partnerships)
			
	 SCHEDULES
	  	 	  	 
			
	 Schedule 1.1
	  	—  	  	Commitments and Commitment Percentages
			
	 Schedule 2
	  	—  	  	Legal Descriptions of Real Property Collateral
			
	 Schedule 3
	  		  	Release Prices
			
	 Schedule 7.1
	  	—  	  	Jurisdictions of Organization and Qualification
			
	 Schedule 7.2
	  	—  	  	Subsidiaries and Capitalization
			
	 Schedule 7.6
	  	—  	  	Tax Matters
			
	 Schedule 7.9
	  	—  	  	ERISA Plans
			
	 Schedule 7.12
	  	—  	  	Material Contracts
			
	 Schedule 7.13
	  	—  	  	Labor and Collective Bargaining Agreements
			
	 Schedule 7.18
	  	—  	  	Real Property
			
	 Schedule 7.19
	  	—  	  	Litigation
			
	 Schedule 8.20
	  	—  	  	Post-Closing Matters
			
	 Schedule 9.1
	  	—  	  	Existing Indebtedness
			
	 Schedule 9.2
	  	—  	  	Existing Liens
			
	 Schedule 9.3
	  	—  	  	Existing Loans, Advances and Investments
			
	 Schedule 9.7
	  	—  	  	Transactions with Affiliates


  
 vi 













 SENIOR SUBORDINATED CREDIT AGREEMENT, dated as of December 14, 2018, by and
among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (“Mayville” or the “Borrower”), the lenders who are party to this Agreement and the lenders who may become a party to this Agreement pursuant to the
terms hereof, as Lenders, and WELLS FARGO STRATEGIC CAPITAL, INC., a Texas corporation, as Administrative Agent for the Lenders. 

STATEMENT OF PURPOSE 

Mayville, together with Center Manufacturing Holdings, Inc., a Delaware corporation (“CMH”), Center Manufacturing, Inc., a
Delaware corporation (“Center”), Center—Moeller Products LLC, a Delaware limited liability company (“Moeller” and together with Center, CMH and Mayville, collectively the “Existing Borrowers”),
the lenders party thereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for such lenders, are party to that certain Credit Agreement dated as of May 2, 2018 (as amended to date, the
“Existing Credit Agreement”). 
 In connection with the restructuring of the outstanding loans under the Existing Credit
Agreement, the Borrower has requested, and subject to the terms and conditions set forth in this Agreement, the Administrative Agent and the Lenders have agreed to extend a term loan facility to the Borrower to be used to partially finance the
acquisition pursuant to the Defiance Purchase Agreement by Mayville of 100% of the common stock of Defiance from the Defiance Seller and as otherwise set forth herein. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such
parties hereby agree as follows: 
 ARTICLE I 

DEFINITIONS 
 SECTION 1.1
Definitions. The following terms when used in this Agreement shall have the meanings assigned to them below: 

“Acquisition” means any transaction, or any series of related transactions, consummated on or after the date of this
Agreement, by which any Credit Party or any of its Subsidiaries (a) acquires any business or all or substantially all of the assets of any Person, or division thereof, whether through purchase of assets, merger or otherwise or
(b) directly or indirectly acquires (in one transaction or as the most recent transaction in a series of transactions) at least a majority (in number of votes) of the securities of a corporation which have ordinary voting power for the
election of members of the board of directors or the equivalent governing body (other than securities having such power only by reason of the happening of a contingency) or a majority (by percentage or voting power) of the outstanding ownership
interests of a partnership or limited liability company. 
 “Administrative Agent” means WFSC, in its capacity as
Administrative Agent hereunder, and any successor thereto appointed pursuant to Section 11.6. 
 “Administrative
Agent’s Office” means the office of the Administrative Agent specified in or determined in accordance with the provisions of Section 12.1(c). 

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

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












 “Agent Parties” has the meaning assigned thereto in
Section 12.1(e). 
 “Agreement” means this Senior Subordinated Credit Agreement. 

“Anti-Corruption Laws” means all laws, rules, and regulations of any jurisdiction applicable to the Borrower or its
Subsidiaries from time to time concerning or relating to bribery or corruption, including, without limitation, the United States Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder and the U.K. Bribery Act 2010 and the
rules and regulations thereunder. 
 “Anti-Money Laundering Laws” means any and all laws, statutes, regulations or
obligatory government orders, decrees, ordinances or rules applicable to a Credit Party, its Subsidiaries or Affiliates related to terrorism financing or money laundering, including any applicable provision of the Patriot Act and The Currency and
Foreign Transactions Reporting Act (also known as the “Bank Secrecy Act,” 31 U.S.C. §§ 5311-5330 and 12U.S.C. §§ 1818(s), 1820(b) and 1951-1959). 

“Applicable Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations,
permits, licenses, approvals, interpretations and orders of Governmental Authorities and all orders and decrees of all courts and arbitrators. 

“Applicable Margin” means 9.0%. 

“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Asset Disposition”
means the sale, transfer, license, lease or other disposition of any Property (including any disposition of Equity Interests) by any Credit Party or any Subsidiary thereof. 

“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 12.9), and accepted by the Administrative Agent, in substantially the form attached as Exhibit G or any other form approved by the Administrative Agent. 

“Attributable Indebtedness” means, on any date of determination, (a) in respect of any Capital Lease Obligation
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, the capitalized amount or principal 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 Obligation. 

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

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

  
 2 













 “Bankruptcy Code” means 11 U.S.C. §§ 101 et seq. 

“Base Rate” means, at any time, the highest of (a) the Prime Rate and (b) the Federal Funds Rate plus 0.50%;
each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate or the Federal Funds Rate. 

“Base Rate Loan” means any Loan bearing interest at a rate based upon the Base Rate as provided in Section 5.8.

 “Beneficial Ownership Certification” means a certification regarding beneficial ownership as required by the Beneficial
Ownership Regulation. 
 “Beneficial Ownership Regulation” means 31 CFR § 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 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 assigned thereto in the introductory paragraph of this Agreement. 

“Borrower Materials” has the meaning assigned thereto in Section 8.2. 

“Business Day” means (a) for all purposes other than as set forth in clause (b) below, any day other than a
Saturday, Sunday or legal holiday on which banks in Milwaukee, Wisconsin and New York, New York, are open for the conduct of their commercial banking business and (b) with respect to all notices and determinations in connection with, and
payments of principal and interest on, any LIBOR Rate Loan, any day that is a Business Day described in clause (a) and that is also a London Banking Day. 

“Capital Expenditures” means, with respect to the Borrower and its Subsidiaries on a Consolidated basis, for any period,
(a) the additions to property, plant and equipment and other capital expenditures that are (or would be) set forth in a consolidated statement of cash flows of such Person for such period prepared in accordance with GAAP and
(b) Capital Lease Obligations during such period, but excluding expenditures for the restoration, repair or replacement of any fixed or capital asset which was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of
an insurance policy maintained by such Person. 
 “Capital Lease Obligations” of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a
balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP; provided that any obligation that is or would be categorized as an operating lease
obligation in accordance with GAAP on the Closing Date shall be accounted for as an operating lease obligation (and not a Capital Lease Obligation) for all purposes under this Agreement regardless of any change in GAAP which becomes effective after
the Closing Date that would otherwise require such obligation to be re-characterized (on a prospective or retroactive basis or otherwise) as a Capital Lease Obligation. 

  
 3 













 “Cash Equivalents” means, collectively, (a) marketable direct
obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one hundred twenty (120) days from the date of acquisition thereof, (b) commercial paper maturing no more than one
hundred twenty (120) days from the date of creation thereof and currently having the highest rating obtainable from either S&P or Moody’s, (c) certificates of deposit maturing no more than one hundred twenty
(120) days from the date of creation thereof issued by commercial banks incorporated under the laws of the United States, each having combined capital, surplus and undivided profits of not less than $500,000,000 and having a rating of
“A” or better by a nationally recognized rating agency; provided that the aggregate amount invested in such certificates of deposit shall not at any time exceed $5,000,000 for any one such certificate of deposit and $10,000,000 for
any one such bank, (d) time deposits maturing no more than thirty (30) days from the date of creation thereof with commercial banks or savings banks or savings and loan associations each having membership either in the FDIC
or the deposits of which are insured by the FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; and (e) money market funds that (i) comply with the criteria set forth in Securities and Exchange
Commission Rule 2a-7 under the Investment Company Act of 1940, (ii) are rated AAA by Standard & Poor’s and Aaa by Moody’s and (iii) have portfolio assets of at least
$500,000,000. 
 “Center” has the meaning set forth in the Statement of Purpose. 

“Change in Control” means an event or series of events by which: 

(a) at any time, the Borrower shall fail to own, directly or indirectly, one hundred percent (100%) of the Equity Interests of the Subsidiary
Guarantors entitled to vote in the election of members of the board of directors (or equivalent governing body) of the Subsidiary Guarantors; or 

(b) an event or series of events which results in a change in the power to direct or cause the direction of management and policies of the
Borrower or any of its Subsidiaries, either directly or indirectly, by contract or otherwise; or 
 (c) after an IPO, (i) any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, 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
Exchange Act, except that a “person” or “group” shall be deemed to have “beneficial ownership” of all Equity Interests 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 more than twenty percent (20%) of the Equity Interests of the Borrower entitled to vote in the election of members of
the board of directors (or equivalent governing body) of the Borrower or (ii) a majority of the members of the board of directors (or other equivalent governing body) of the Borrower shall not constitute Continuing Directors; or 

(d) there shall have occurred under any indenture or other instrument evidencing any Indebtedness or Equity Interests in excess of the
Threshold Amount, any “change in control” or similar provision (as set forth in the indenture, agreement or other evidence of such Indebtedness) obligating the Borrower or any of its Subsidiaries to repurchase, redeem or repay all or any
part of the Indebtedness or Equity Interests provided for therein. 
 “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, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules,


  
 4 













 
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, implemented or issued. 

“Closing Date” means the date of this Agreement. 

“CMH” has the meaning set forth in the Statement of Purpose. 

“Code” means the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder. 

“Collateral” means the collateral security for the Secured Obligations pledged or granted pursuant to the Security Documents.

 “Collateral Agreement” means the collateral agreement of even date herewith executed by the Credit Parties in favor of
the Administrative Agent, for the ratable benefit of the Secured Parties, which shall be in form and substance acceptable to the Administrative Agent. 

“Commitment Percentage” means, with respect to any Term Loan Lender at any time, the percentage of the total outstanding
principal balance of the Term Loans represented by the outstanding principal balance of such Term Loan Lender’s Term Loans. 

“Commitments” means (a) as to any Term Loan Lender, the obligation of such Term Loan Lender to make a portion of the
Term Loan to the account of the Borrower hereunder on the Closing Date in an aggregate principal amount not to exceed the amount set forth opposite such Lender’s name on Schedule 1.1, as such amount may be increased, reduced or otherwise
modified at any time or from time to time pursuant to the terms hereof and (b) as to all Term Loan Lenders, the aggregate commitment of all Term Loan Lenders to make such Term Loans. The aggregate Commitment with respect to the Term Loan
of all Term Loan Lenders on the Closing Date shall be $25,000,000. 
 “Commodity Exchange Act” means the Commodity Exchange
Act (7 U.S.C. § 1 et seq.). 
 “Connection Income Taxes” means Other Connection Taxes that are imposed on or measured
by net income (however denominated) or that are franchise Taxes or branch profits Taxes. 
 “Consolidated” means, when used
with reference to financial statements or financial statement items of any Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP. 

“Consolidated Adjusted EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without
duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated EBITDA plus (b) any ESOP compensation expense with respect to Discretionary Repurchase Obligation Payments for such period,
plus (c) the following amounts for the quarter ending on the following dates: 
  

																	
	 Quarter Ending:
	  	 	12/31/2018	 	  	 	3/31/2019	 	  	 	6/30/2019	 	  	 	9/30/2019	 
	 Add-Back:
	  	$	3,539,000	 	  	$	2,359,000	 	  	$	1,180,000	 	  	$	0	 


  
 5 













 “Consolidated Adjusted Total Leverage Ratio” means, as of any date of
determination, the ratio of (a) Consolidated Total Indebtedness on such date to (b) Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date. 

“Consolidated EBITDA” means, for any period, the sum of the following determined on a Consolidated basis, without
duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Net Income for such period plus (b) the sum of the following, without duplication, to the extent deducted in determining
Consolidated Net Income for such period: (i) Consolidated Interest Expense for such period, (ii) income tax expense for such period, net of tax refunds, (iii) all amounts attributable to depreciation and
amortization expense for such period, (iv) any non-cash expense component incorporated in ESOP compensation expense recognized for such period, (v) unamortized financing fees in an
amount not to exceed $558,000 in the aggregate for the first 12-month fiscal period following May 2, 2018, (vi) cash fees and expenses paid in connection with the Defiance Acquisition and closing
of this Agreement not to exceed $1,750,000 in the aggregate for the first 12 month fiscal period following the Closing Date, and (vii) cash fees and expenses paid in connection with the issuance of Equity Interests by the Borrower as
reasonably approved in writing by the Administrative Agent and the Required Lenders, plus (c) the following amounts for the quarter ending on the following dates: 

 

																	
	 Quarter Ending:
	  	 	12/31/2018	 	  	 	3/31/2019	 	  	 	6/30/2019	 	  	 	9/30/2019	 
	 Add-Back:
	  	$	9,808,000	 	  	$	9,316,000	 	  	$	8,823,000	 	  	$	493,000	 

 “Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination, the ratio
of (a) an amount equal to (i) Consolidated EBITDA, minus (ii) 50% of depreciation expense, minus (iii) Discretionary Repurchase Obligation Payments paid in cash, to the extent not already deducted in calculating
Consolidated EBITDA, plus (iv) Mandatory Repurchase Obligation Payments paid in cash, to the extent deducted in calculating Consolidated EBITDA to (b) Consolidated Fixed Charges, all as determined for the period of four
(4) consecutive fiscal quarters ending on or immediately prior to such date. 
 “Consolidated Fixed Charges”
means, for any period, the sum of the following determined on a Consolidated basis for such period, without duplication, for the Borrower and its Subsidiaries in accordance with GAAP: (a) Consolidated Interest Expense, (b) scheduled
principal payments with respect to Indebtedness (other than principal payments of Indebtedness pursuant to the JPM Credit Agreement), (c) Capital Lease Obligation payments, and (d) Mandatory Repurchase Obligation Payments; provided, for
purposes of calculating the Consolidated Fixed Charges for the first 12-month fiscal period following the Closing Date, the principal and interest payments deemed paid on the Term Loans shall be annualized
based upon the actual principal and interest paid on the Term Loans following the Closing Date for the applicable time period. 

“Consolidated Interest Expense” means, for any period, the sum of the following determined on a Consolidated basis, without
duplication, for the Borrower and its Subsidiaries in accordance with GAAP, interest expense (including, without limitation, interest expense attributable to Capital Lease Obligations and all net payment obligations pursuant to Hedge Agreements) for
such period. 
 “Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its
Subsidiaries for such period, determined on a Consolidated basis, without duplication, in accordance with GAAP; provided, that in calculating Consolidated Net Income for any period, there shall be excluded (a)


  
 6 













 
the net income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or any of its Subsidiaries or is merged into or consolidated with the Borrower or any of
its Subsidiaries or that Person’s assets are acquired by the Borrower or any of its Subsidiaries, and (b) any gain or loss from Asset Dispositions during such period. 

“Consolidated Total Indebtedness” means, as of any date of determination with respect to the Borrower and its Subsidiaries on
a Consolidated basis without duplication, in accordance with GAAP the sum of all Indebtedness of the Borrower and its Subsidiaries (excluding net obligations under any Hedge Agreements). 

“Consolidated Total Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Total
Indebtedness on such date to (b) Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to such date. 

“Continuing Directors” means the directors (or equivalent governing body) of the Borrower on the Closing Date and each other
director (or equivalent) of the Borrower, if, in each case, such other Person’s nomination for election to the board of directors (or equivalent governing body) of the Borrower is approved by at least 51% of the directors then in office. 

“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. 

“Credit Facility” means the term loan facility established pursuant to Article IV. 

“Credit Parties” means, collectively, the Borrower and the Subsidiary Guarantors. 

“Debtor Relief Laws” means the Bankruptcy Code of the United States of America, 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 of the events specified in Section 10.1 which with the passage of time, the giving of notice
or any other condition, would constitute an Event of Default. 
 “Defiance” means Defiance Metal Products Co., an Ohio
corporation. 
 “Defiance Acquisition” means the purchase by Mayville of 100% of the common stock of Defiance pursuant to
the Defiance Purchase Agreement. 
 “Defiance Collateral Assignment” means that certain Collateral Assignment of Documents
dated as of the Closing Date executed by Mayville and the Administrative Agent. 
 “Defiance Purchase Agreement” means that
certain Stock Purchase Agreement dated as of the Closing Date between Mayville and the Defiance Seller. 
 “Defiance Purchase
Documents” means, collectively, the Defiance Purchase Agreement and the documents, instruments and agreements related thereto. 

“Defiance Seller” means DMP Acquisition LLC, a Delaware limited liability company. 

  
 7 













 “Discretionary Repurchase Obligation Payments” means Repurchase Obligation
Payments (other than payments to satisfy current ESOP diversification requirements under the ESOP and the Code), to the extent paid commencing sooner than the latest date permitted under the Code or in lump sum on a more accelerated basis than the
maximum period permitted under the Code or in installments on a more accelerated basis than the maximum period permitted under the Code (disregarding for this purpose (i) application of the five year waiting period under
Section 409(o)(1)(a)(ii) of the Code, (ii) application of any installment schedules in the Code in excess of five years under Section 409(o)(1)(C)(iv) of the Code, and (iii) the fact that payments may
be made during June of a particular plan year instead of being deferred to the end of such plan year). 
 “Disqualified Equity
Interests” means any Equity Interests that, by their terms (or by the terms of any security or other Equity Interest into which they are convertible or for which they are exchangeable) or upon the happening of any event or condition,
(a) mature or are mandatorily redeemable (other than solely for Qualified Equity Interests), pursuant to a sinking fund obligation or otherwise (except as a result of a change of control or asset sale so long as any rights of the holders
thereof upon the occurrence of a change of control or asset sale event shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), (b) are redeemable at
the option of the holder thereof (other than solely for Qualified Equity Interests) (except as a result of a change of control or asset sale so long as any rights of the holders thereof upon the occurrence of a change of control or asset sale event
shall be subject to the prior repayment in full of the Loans and all other Obligations that are accrued and payable and the termination of the Commitments), in whole or in part, (c) provide for the scheduled payment of dividends in cash
or (d) are or become convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Equity Interests, in each case, prior to the date that is 91 days after the Maturity Date;
provided that if such Equity Interests are issued pursuant to a plan for the benefit of the Borrower or its Subsidiaries or by any such plan to such officers or employees, such Equity Interests shall not constitute Disqualified Equity
Interests solely because they may be required to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations. 

“Disregarded Entity” shall mean an entity that is a “qualified subchapter S subsidiary” within the meaning of Code
Section 1361(b)(3)(B) or otherwise treated as an entity disregarded as an entity separate from its owner within the meaning of Treas. Reg. 301.7701-3(a). 

“Dollars” or “$” means, unless otherwise qualified, dollars in lawful currency of the United States. 

“Domestic Subsidiary” means any Subsidiary organized under the laws of any political subdivision of the United States. 

“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. 

  
 8 













 “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 credit institution or investment firm established in any EEA Member Country. 

“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 12.9(b)(iii),
(v) and (vi) (subject to such consents, if any, as may be required under Section 12.9(b)(iii)). 

“Employee Benefit Plan” means (a) any employee benefit plan within the meaning of Section 3(3) of ERISA that
is maintained for employees of any Credit Party or any ERISA Affiliate or (b) any Pension Plan or Multiemployer Plan that has at any time within the preceding seven (7) years been maintained, funded or administered for the
employees of any Credit Party or any current or former ERISA Affiliate. 
 “Environmental Claims” means any and all
administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, accusations, allegations, notices of noncompliance or violation, investigations (other than internal reports prepared by any Person in the ordinary course
of business and not in response to any third party action or request of any kind) or proceedings relating in any way to any actual or alleged violation of or liability under any Environmental Law or relating to any permit issued, or any approval
given, under any such Environmental Law, including, without limitation, any and all claims by Governmental Authorities for enforcement, cleanup, removal, response, remedial or other actions or damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Materials or arising from alleged injury or threat of injury to public health or the environment. 

“Environmental Laws” means any and all federal, foreign, state, provincial and local laws, statutes, ordinances, codes,
rules, standards and regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of public health or the environment, including, but not limited to, requirements pertaining
to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of Hazardous Materials. 

“Equity Interests” means (a) in the case of a corporation, capital stock, (b) in the case of an association
or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (c) in the case of a partnership, partnership interests (whether general or limited), (d) in the case
of a limited liability company, membership interests, (e) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person and
(f) any and all warrants, rights or options to purchase any of the foregoing. 
 “ERISA” means the Employee
Retirement Income Security Act of 1974, and the rules and regulations thereunder. 
 “ERISA Affiliate” means any Person who
together with any Credit Party or any of its Subsidiaries is treated as a single employer within the meaning of Section 414(b), (c), (m) or (o) of the Code or Section 4001(b) of ERISA. 

“ESOP” means the Mayville Engineering Company, Inc. Employee Stock Ownership Plan. 

“ESOP Documentation” means the collective reference to the Mayville Engineering Company, Inc. Employee Stock Ownership Plan,
which was originally adopted as a profit sharing plan effective May 20, 1959; amended and restated June 1, 1985, June 1, 1997, January 1, 2007, and January 1, 2015, all amendments, supplements or
other modifications to any of the foregoing, all schedules, exhibits and annexes thereto and all agreements affecting the terms thereof or entered into in connection therewith, including, without limitation, the ESOP Trust, and any distribution
policy for the ESOP. 

  
 9 













 “ESOP Trust” means the Mayville Engineering Company, Inc. Employee Stock
Ownership Trust. 
 “ESOP Trustee” means Mickey Maier of Professional Fiduciary Services LLC, or any successor thereto.

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

“Eurodollar Reserve Percentage” means, for any day, the percentage which is in effect for such day as prescribed by the Board
of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, supplemental or emergency reserves) in respect of eurocurrency liabilities or any similar
category of liabilities for a member bank of the Federal Reserve System in New York City. 
 “Event of Default” means any
of the events specified in Section 10.1; provided that any requirement for passage of time, giving of notice, or any other condition, has been satisfied. 

“Exchange Act” means the Securities Exchange Act of 1934 (15 U.S.C. § 77 et seq.). 

“Excluded Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or
deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under
the laws of, or having its principal office or, in the case of any Lender, its applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes,
(b) in the case of a Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which
(i) such Lender acquires such interest in the Loan or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Section 5.11, amounts with respect to such Taxes were payable
either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with
Section 5.11(g) and (d) any United States federal withholding Taxes imposed under FATCA. 
 “Extensions of
Credit” means, as to any Lender at any time, an amount equal to the aggregate principal amount of the Term Loans made by such Lender then outstanding. 

“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, and any agreements entered into pursuant to Section 1471(b)(1) of the Code. 

“FDIC” means the Federal Deposit Insurance Corporation. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day, provided that if such rate is not so published for any day which is a Business
Day, the Federal Funds Rate for such day shall 

  
 10 













 
be the average of the quotation for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by the Administrative
Agent. Notwithstanding the foregoing, if the Federal Funds Rate shall be less than zero, such rate shall be deemed to be zero for purposes of this Agreement. 

“Fee Letter” means the separate fee letter agreement dated December 14, 2018 among the Borrower and WFSC. 

“First Tier Foreign Subsidiary” means any Foreign Subsidiary that is a “controlled foreign corporation” within the
meaning of Section 957 of the Code and the Equity Interests of which are owned directly by any Credit Party. 
 “Fiscal
Year” means the fiscal year of the Borrower and its Subsidiaries ending on December 31. 
 “Foreign Lender” means
a Lender that is not a U.S. Person. 
 “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. 

“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, bonds 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 Approvals” means all authorizations, consents, approvals, permits, licenses and exemptions of, and all
registrations and filings with or issued by, any Governmental Authorities. 
 “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). 

“Guarantee” of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the
guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the
payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital
or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, (d) as an account party in respect of any letter of credit or letter of
guaranty issued to support such Indebtedness or obligation or (e) for the purpose of assuming 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 (whether in whole or in part); provided, that the term Guarantee shall not include (x) endorsements for collection or deposit in the ordinary course of business or (y) obligations which arise
in connection with a sale of accounts receivable permitted by Section 9.12; provided that such obligations comply with the terms of Section 9.12. 

  
 11 













 “Guarantors” means, collectively, each Subsidiary Guarantor. 

“Guaranty Agreements” means, collectively, the Subsidiary Guaranty Agreement. 

“Hazardous Materials” means any substances or materials (a) which are or become defined as hazardous wastes, hazardous
substances, pollutants, contaminants, chemical substances or mixtures or toxic substances under any Environmental Law, (b) which are toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise
harmful to public health or the environment and are or become regulated by any Governmental Authority, (c) the presence of which require investigation or remediation under any Environmental Law or common law, (d) the
discharge or emission or release of which requires a permit or license under any Environmental Law or other Governmental Approval, (e) which are deemed by a Governmental Authority to constitute a nuisance or a trespass which pose a
health or safety hazard to Persons or neighboring properties, or (f) which contain, without limitation, asbestos, polychlorinated biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum derived substances or
waste, crude oil, nuclear fuel, natural gas or synthetic gas. 
 “Hedge Agreement” means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or
forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement. 
 “Hedge
Termination Value” means, in respect of any one or more Hedge Agreements, after taking into account the effect of any legally enforceable netting agreement relating to such Hedge Agreements, (a) for any date on or after the date such
Hedge Agreements have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Hedge Agreements, as determined based upon one or more mid-market or other readily available
quotations provided by any recognized dealer in such Hedge Agreements (which may include a Lender or any Affiliate of a Lender). 

“Indebtedness” means, with respect to any Person at any date and without duplication, the sum of the following: 

(a) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, obligations evidenced by bonds, debentures,
notes or other similar instruments of any such Person; 

  
 12 













 (b) all obligations to pay the deferred purchase price of property or services (excluding
pension and other obligations owed for the services of officers, directors and employees of the Borrower and its Subsidiaries in the ordinary course of business) of any such Person (including, without limitation, all payment obligations under non-competition, earn-out or similar agreements), except trade payables arising in the ordinary course of business not more than ninety (90) days past due, or that are
currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of such Person; 

(c) the Attributable Indebtedness of such Person with respect to such Person’s Capital Lease Obligations and Synthetic Leases (regardless
of whether accounted for as indebtedness under GAAP); 
 (d) all obligations of such Person under conditional sale or other title retention
agreements relating to property purchased by such Person to the extent of the value of such property (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business); 

(e) all Indebtedness of any other Person secured by a Lien on any asset owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements except trade payables arising in the ordinary course of business), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; 

(f) all obligations, contingent or otherwise, of any such Person relative to the face amount of letters of credit, whether or not drawn, and
banker’s acceptances issued for the account of any such Person; 
 (g) all obligations of any such Person in respect of Disqualified
Equity Interests; 
 (h) all net obligations of such Person under any Hedge Agreements; and 

(i) all Guarantees of any such Person with respect to 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. In
respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the amount of such Indebtedness as of any date of determination will be the lesser of (x) the fair market value of such assets as of such date
and (y) the amount of such Indebtedness as of such date. 
 The amount of any net obligation under any Hedge Agreement on any date
shall be deemed to be the Hedge Termination Value 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 Credit Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes. 

“Indemnitee” has the meaning assigned thereto in Section 12.3(b). 

“Information” has the meaning assigned thereto in Section 12.10. 

“Insurance and Condemnation Event” means the receipt by any Credit Party or any of its Subsidiaries of any cash insurance
proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective Property. 

  
 13 













 “Interest Period” means the period commencing on the date such Loan is
disbursed and ending on the date three (3) months thereafter; provided that: 
 (a) the Interest Period shall commence on
the date of advance of any Loan and, in the case of immediately successive Interest Periods, each successive Interest Period shall commence on the date on which the immediately preceding Interest Period expires; 

(b) if any Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided that if any Interest Period with respect to a Loan would otherwise expire on a day that is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest
Period shall expire on the immediately preceding Business Day; 
 (c) any Interest Period with respect to a 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 relevant calendar month at the end of such Interest
Period; and 
 (d) no Interest Period shall extend beyond the Maturity Date and Interest Periods shall be selected by the Borrower so as to
permit the Borrower to make the quarterly principal installment payments pursuant to Section 4.3 without payment of any amounts pursuant to Section 5.9. 

“Interstate Commerce Act” means the body of law commonly known as the Interstate Commerce Act (49 U.S.C. App. § 1 et
seq.). 
 “Investment” means, with respect to any Person, that such Person (a) purchases, owns, invests in
or otherwise acquires (in one transaction or a series of transactions), directly or indirectly, any Equity Interests, interests in any partnership or joint venture (including, without limitation, the creation or capitalization of any Subsidiary),
evidence of Indebtedness or other obligation or security, substantially all or a portion of the business or assets of any other Person or any other investment or interest whatsoever in any other Person, (b) makes any Acquisition or
(c) makes or permits to exist, directly or indirectly, any loans, advances or extensions of credit to, or any investment in cash or by delivery of Property in, any Person. 

“Investment Company Act” means the Investment Company Act of 1940 (15 U.S.C. § 80(a)(1), et seq.). 

“IPO” means an initial public offering of Equity Interests by the Borrower registered with the Securities Exchange Commission
under the Securities Act. 
 “IRS” means the United States Internal Revenue Service. 

“JPM Credit Agreement” means that certain Third Amended and Restated Credit Agreement dated as of March 30, 2016 among
the Borrower and its Subsidiaries, as borrowers, JPMorgan Chase Bank, N.A. and the lenders party thereto, as amended. 

“Lender” means each Person executing this Agreement as a Lender on the Closing Date and any other Person that shall have
become a party to this Agreement as a Lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. 

  
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 “Lending Office” means, with respect to any Lender, the office of such
Lender maintaining such Lender’s Extensions of Credit. 
 “LIBOR” means, subject to the implementation of a
Replacement Rate in accordance with Section 5.8(c), for any interest rate calculation with respect to a Loan, the rate of interest per annum determined on the basis of the rate for three (3)-month deposits in Dollars as published by the
ICE Benchmark Administration Limited, a United Kingdom company, or a comparable or successor quoting service approved by the Administrative Agent, at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of
the applicable Interest Period. If, for any reason, such rate is not so published then “LIBOR” shall be determined by the Administrative Agent to be the arithmetic average of the rate per annum at which deposits in Dollars would be offered
by first class banks in the London interbank market to the Administrative Agent at approximately 11:00 a.m. (London time) two (2) London Banking Days prior to the first day of the applicable Interest Period for a period equal to such
Interest Period, and 
 Each calculation by the Administrative Agent of LIBOR shall be conclusive and binding for all purposes, absent
manifest error. 
 Notwithstanding the foregoing, (x) in no event shall LIBOR (including, without limitation, any Replacement
Rate with respect thereto) be less than 0% and (y) unless otherwise specified in any amendment to this Agreement entered into in accordance with Section 5.8(c), in the event that a Replacement Rate with respect to LIBOR is
implemented then all references herein to LIBOR shall be deemed references to such Replacement Rate. 
 “LIBOR Rate” means
the higher of (a) one and one-half percent (1.50%) per annum and (b) a rate per annum determined by the Administrative Agent pursuant to the following formula: 

 

			
	LIBOR Rate =	  	LIBOR
		  	  

		  	1.00 - Eurodollar Reserve Percentage

 “LIBOR Rate Loan” means any Loan bearing interest at a rate based upon the LIBOR Rate as
provided in Section 5.1(a). 
 “Lien” means, with respect to any asset, any mortgage, leasehold mortgage, lien,
pledge, charge, security interest, hypothecation or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the
interest of a vendor or lessor under any conditional sale agreement, Capital Lease Obligation or other title retention agreement relating to such asset. 

“Loan Documents” means, collectively, this Agreement, each Note, the Security Documents, the Guaranty Agreements, the Fee
Letter, and each other document, instrument, certificate and agreement executed and delivered by the Credit Parties or any of their respective Subsidiaries in favor of or provided to the Administrative Agent or any Secured Party in connection with
this Agreement or otherwise referred to herein or contemplated hereby. 
 “London Banking Day” means any day on which
dealings in Dollar deposits are conducted by and between banks in the London interbank Eurodollar market. 
 “Make-Whole Payment
Premium Amount” means, an amount in cash equal to the present value of all required interest payments due on the outstanding principal balance of the Credit Facility from the date of any prepayment, payment or repayment of the Loans to the
first anniversary of the Closing Date (it being 

  
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agreed that such interest shall be calculated (a) with reference to the last used (as of the time of such prepayment, payment, repayment or acceleration) LIBOR Rate plus the
Applicable Margin, (b) with the assumption that such LIBOR Rate plus the Applicable Margin would have continued to apply to the first anniversary of the Closing Date, had such prepayment, payment or repayment not been made,
(c) net of (or subsequently reduced by) any interest actually received by the Lenders in respect of the Loans so prepaid, paid, repaid or accelerated for the applicable period). 

“Mandatory Repurchase Obligation Payments” means (a) Repurchase Obligation Payments made to satisfy current ESOP
diversification requirements under the ESOP and the Code, and (b) other Repurchase Obligation Payments commencing at the latest date permitted under the Code and in installments over the maximum amount of time permitted under the Code
(disregarding for this purpose (i) application of the five year waiting period under Section 409(o)(1)(a)(ii) of the Code, (ii) application of any installment schedules in the Code in excess of five years under
Section 409(o)(1)(C)(iv) of the Code, and (iii) the fact that payments may be made during June of a particular plan year instead of being deferred to the end of such plan year). 

“Material Adverse Effect” means, with respect to the Borrower and its Subsidiaries, (a) a material adverse effect
on the operations, business, assets, properties, liabilities (actual or contingent) or financial condition of such Persons, taken as a whole, (b) a material impairment of the ability of such Persons taken as a whole to perform their obligations
under the Loan Documents to which they are parties, (c) a material impairment of the rights and remedies of the Administrative Agent or the Lenders under any Loan Document or (d) an impairment of the legality, validity, binding effect or
enforceability against any Credit Party of any Loan Document to which it is a party. 
 “Material Agreement” means
(a) any contract or agreement, written or oral, of any Credit Party or any of its Subsidiaries involving monetary liability of or to any such Person in an amount in excess of $1,100,000 per annum; or (b) any other contract or
agreement, written or oral, of any Credit Party or any of its Subsidiaries, the breach, non-performance, cancellation or failure to renew of which could reasonably be expected to have a Material Adverse
Effect. 
 “Material Contract” means (a) any contract or agreement, written or oral, of any Credit Party or any
of its Subsidiaries involving monetary liability of or to any such Person in an amount in excess of $1,000,000 per annum; or (b) any other contract or agreement, written or oral, of any Credit Party or any of its Subsidiaries, the
breach, non-performance, cancellation or failure to renew of which could reasonably be expected to have a Material Adverse Effect. 

“Maturity Date” means the first to occur of (a) June 14, 2024, and (b) the date of acceleration
of the Term Loans pursuant to Section 10.2(a). 
 “Moeller” has the meaning set forth in the Statement of
Purpose. 
 “Moody’s” means Moody’s Investors Service, Inc. 

“Mortgages” means the collective reference to each mortgage, deed of trust or other real property security document,
encumbering any real property now or hereafter owned by any Credit Party, in each case, in form and substance reasonably satisfactory to the Administrative Agent and executed by such Credit Party in favor of the Administrative Agent, for the ratable
benefit of the Secured Parties, as any such document may be amended, restated, supplemented or otherwise modified from time to time. 

  
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 “Multiemployer Plan” means a “multiemployer plan” as defined in
Section 4001(a)(3) of ERISA to which any Credit Party or any ERISA Affiliate is making, or is accruing an obligation to make, or has accrued an obligation to make contributions within the preceding seven (7) years. 

“Net Cash Proceeds” means with respect to any Asset Disposition or Insurance and Condemnation Event, the gross proceeds
received by any Credit Party or any of its Subsidiaries therefrom (including any cash, Cash Equivalents, deferred payment pursuant to, or by monetization of, a note receivable or otherwise, as and when received) less the sum of
(a) in the case of an Asset Disposition, (i) all income taxes and other taxes assessed by, or reasonably estimated to be payable to, a Governmental Authority as a result of such transaction (provided that if such estimated
taxes exceed the amount of actual taxes required to be paid in cash in respect of such Asset Disposition, the amount of such excess shall constitute Net Cash Proceeds), (ii) all reasonable and customary out-of-pocket fees and expenses incurred in
connection with such transaction or event and (iii) the principal amount of, premium, if any, and interest on any Indebtedness secured by a Lien on the asset (or a portion thereof) disposed of that is pari passu to or senior in ranking
to the Liens on such asset created by the Loan Documents, which Indebtedness is required to be repaid in connection with such transaction or event; and (b) in the event of an Insurance and Condemnation, (i) all of the costs
and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and (ii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments. 

“Non-Consenting Lender” means any Lender that does not approve any consent, waiver, amendment, modification or termination
that (a) requires the approval of all Lenders or all affected Lenders in accordance with the terms of Section 12.2 and (b) has been approved by the Required Lenders. 

“Non-Guarantor Subsidiary” means any Subsidiary of the Borrower that is not Subsidiary Guarantor. 

“Notes” means the collective reference to the Term Loan Notes. 

“Notice of Borrowing” has the meaning assigned thereto in Section 4.2. 

“Notice of Prepayment” has the meaning assigned thereto in Section 4.4(a). 

“Obligations” means, in each case, whether now in existence or hereafter arising: (a) the principal of and
interest on (including interest accruing after the filing of any bankruptcy or similar petition) the Loans, (b) all other fees and commissions (including attorneys’ fees), premium, charges, indebtedness, loans, liabilities,
financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders or the Administrative Agent, in each case under any Loan Document, with respect to any Loan of every kind, nature and description, direct or
indirect, absolute or contingent, due or to become due, contractual or tortious, liquidated or unliquidated, and whether or not evidenced by any note and including interest and fees that accrue after the commencement by or against any Credit Party
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. 

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control. 

“Officer’s Compliance Certificate” means a certificate of the chief financial officer or the treasurer of the Borrower
substantially in the form attached as Exhibit F. 

  
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 “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, documentary, intangible, recording, filing or similar Taxes that
arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that
are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 5.12). 

“Participant” has the meaning assigned thereto in Section 12.9(d). 

“Participant Register” has the meaning assigned thereto in Section 12.9(d). 

“PATRIOT Act” means the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)). 

“PBGC” means the Pension Benefit Guaranty Corporation or any successor agency. 

“Pension Accounts” means, collectively, all 401(k) and pension accounts. 

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to the provisions of Title
IV of ERISA or Section 412 of the Code and which (a) is maintained, funded or administered for the employees of any Credit Party or any ERISA Affiliate or (b) has at any time within the preceding seven
(7) years been maintained, funded or administered for the employees of any Credit Party or any current or former ERISA Affiliates. 

“Permitted Liens” means the Liens permitted pursuant to Section 9.2. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity. 
 “Platform” means Debt Domain, Intralinks, SyndTrak or a
substantially similar electronic transmission system. 
 “Prime Rate” means, at any time, the rate of interest per annum
publicly announced from time to time by the Administrative Agent as its prime rate. Each change in the Prime Rate shall be effective as of the opening of business on the day such change in such prime rate occurs. The parties hereto acknowledge that
the rate announced publicly by the Administrative Agent as its prime rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks. 

“Property” means any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether
tangible or intangible, including, without limitation, Equity Interests. 
 “PTE” means a prohibited transaction class
exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time. 
 “Qualified Equity
Interests” means any Equity Interests that are not Disqualified Equity Interests. 

  
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 “Recipient” means (a) the Administrative Agent and
(b) any Lender, as applicable. 
 “Register” has the meaning assigned thereto in Section 12.9(c).

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

“Removal Effective Date” has the meaning assigned thereto in Section 11.6(b). 

“Replacement Rate” has the meaning assigned thereto in Section 5.8(c). 

“Repurchase Obligation Payments” means (a) cash payments made to the ESOP participants (or their beneficiaries)
by the Borrower in order to satisfy the obligation of the Borrower under the ESOP and the Code to purchase Equity Interests from ESOP participants or their beneficiaries upon termination of employment, and (b) cash contributions or
distributions to or repurchases from or advances to the ESOP by the Borrower to enable the ESOP to make such distributions and purchases in the current period, or to satisfy ESOP diversification requirements under the ESOP and ERISA in the current
period. 
 “Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than fifty
percent (50%) of the Total Credit Exposures of all Lenders, and, if there are two or more Lenders, “Required Lenders” shall also mean not less than two (2) Lenders. 

“Resignation Effective Date” has the meaning assigned thereto in Section 11.6(a). 

“Responsible Officer” means, as to any Person, the chief executive officer, president, chief financial officer, or treasurer
of such Person or any other officer of such Person designated in writing by the Borrower and reasonably acceptable to the Administrative Agent; provided that, to the extent requested thereby, the Administrative Agent shall have received a
certificate of such Person certifying as to the incumbency and genuineness of the signature of each such officer. Any document delivered hereunder or under any other Loan Document that is signed by a Responsible Officer of a Person shall be
conclusively presumed to have been authorized by all necessary corporate, limited liability company, partnership and/or other action on the part of such Person and such Responsible Officer shall be conclusively presumed to have acted on behalf of
such Person. 
 “Restricted Payment” means any dividend on, or the making of any payment or other distribution on account
of, or the purchase, redemption, retirement or other acquisition (directly or indirectly) of, or the setting apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity
Interests of any Credit Party or any Subsidiary thereof, the making of any payment with respect to any earn-out or similar obligation incurred in connection with an Acquisition permitted hereunder or the making of any distribution of cash,
property or assets to the holders of any Equity Interests of any Credit Party or any Subsidiary thereof on account of such Equity Interests, including without limitation, any contribution or other payment of any type by the Borrower or any of its
Subsidiaries to the ESOP or the ESOP Trust. 
 “S&P” means Standard & Poor’s Financial Services
LLC, a part of McGraw-Hill Financial and any successor thereto. 
 “Sanctioned Country” means at any time, a country or
territory which is itself the subject or target of any Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, Sudan, Syria and Crimea). 

  
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 “Sanctioned Person” means, at any time, (a) any Person listed
in any Sanctions-related list of designated Persons maintained by OFAC (including, without limitation, OFAC’s Specially Designated Nationals and Blocked Persons List and OFAC’s Consolidated Non-SDN List), the U.S. Department of State, the
United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority, (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person owned or
controlled by any such Person or Persons described in clauses (a) and (b), including a Person that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Peron(s). 

“Sanctions” means any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and
anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by the U.S. government (including those administered by OFAC or the U.S. Department of State), the United Nations Security Council, the
European Union, Her Majesty’s Treasury, or other relevant sanctions authority, in each case with jurisdiction over any Lender, the Borrower or any of its Subsidiaries or Affiliates. 

“Secured Obligations” means, collectively, the Obligations. 

“Secured Parties” means, collectively, the Administrative Agent, the Lenders, each co-agent or sub-agent appointed by the
Administrative Agent from time to time pursuant to Section 11.5, any other holder from time to time of any of any Secured Obligations and, in each case, their respective successors and permitted assigns. 

“Securities Act” means the Securities Act of 1933 (15 U.S.C. § 77 et seq.). 

“Security Documents” means the collective reference to the Collateral Agreement, the Mortgages, the Defiance Collateral
Assignment, the intellectual property security agreements delivered pursuant to Section 6.1(c)(v), as in effect, and each other agreement or writing pursuant to which any Credit Party pledges or grants a security interest in any Property
or assets securing the Secured Obligations. 
 “Senior Agent” means Wells Fargo Bank, National Association, a national
banking association, as administrative agent for the Senior Lenders. 
 “Senior Credit Agreement” means that certain Credit
Agreement, dated the Closing Date by and among the Borrower, Senior Agent and the Senior Lenders, as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of the Subordination Agreement.

 “Senior Debt” has the meaning provided in the Subordination Agreement. 

“Senior Debt Documents” has the meaning provided in the Subordination Agreement. 

“Senior Lenders” has the meaning provided in the Subordination Agreement. 

“Senior Mortgages” means the collective reference to each mortgage, deed of trust or other real property security document,
encumbering any real property now or hereafter owned by any Credit Party, in favor of the Senior Agent, for the ratable benefit of the Senior Lenders, as any such document may be amended, restated, supplemented or otherwise modified from time to
time. 

  
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 “Solvent” and “Solvency” mean, with respect to any Person
on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe
that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a
transaction, for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary
course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an
actual or matured liability, taking into account the probability of its occurrence. 
 “Stock Based Plans” means the
Mayville Engineering Company, Inc. Long-Term Incentive Plan and the Mayville Engineering Deferred Compensation Plan, which permit eligible employees to receive cash payments based in part upon the value of Mayville’s Equity Interests or the
value of Mayville and its consolidated subsidiaries. 
 “Subordinated Indebtedness” means the collective reference to any
Indebtedness incurred by the Borrower or any of its Subsidiaries that is subordinated in right and time of payment to the Obligations on terms and conditions satisfactory to the Administrative Agent. 

“Subordination Agreement” shall mean the Subordination Agreement dated as of the Closing Date among the Senior Agent,
Administrative Agent and the Borrower, as amended from time to time. 
 “Subsidiary” means as to any Person, any
corporation, partnership, limited liability company or other entity of which more than fifty percent (50%) of the outstanding Equity Interests having ordinary voting power to elect a majority of the board of directors (or equivalent governing body)
or other managers of such corporation, partnership, limited liability company or other entity is at the time owned by (directly or indirectly) or the management is otherwise controlled by (directly or indirectly) such Person (irrespective of
whether, at the time, Equity Interests of any other class or classes of such corporation, partnership, limited liability company or other entity shall have or might have voting power by reason of the happening of any contingency). Unless otherwise
qualified, references to “Subsidiary” or “Subsidiaries” herein shall refer to those of the Borrower. 

“Subsidiary Guarantors” means, collectively, all direct and indirect Subsidiaries of the Borrower (other than Foreign
Subsidiaries to the extent that and for so long as the guaranty of such Foreign Subsidiary would have adverse tax consequences for the Borrower or any other Credit Party or result in a violation of Applicable Laws) in existence on the Closing Date
or which become a party to the Subsidiary Guaranty Agreement pursuant to Section 8.14. 
 “Subsidiary Guaranty
Agreement” means the unconditional guaranty agreement of even date herewith executed by the Subsidiary Guarantors in favor of the Administrative Agent, for the ratable benefit and the Secured Parties, which shall be in form and substance
acceptable to the Administrative Agent. 
 “Synthetic Lease” means any synthetic lease, tax retention operating lease,
off-balance sheet loan or similar off-balance sheet financing product where such transaction is considered borrowed money indebtedness for tax purposes but is classified as an “operating lease” in accordance with GAAP. 

  
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 “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, fines, additions to tax or penalties applicable thereto. 

“Term Loan” or “Loan” means the term loan extended pursuant to Section 4.1. 

“Term Loan Lender” or “Lender” means each Person executing this Agreement as a Lender on the Closing Date
and any other Person that shall have become a party to this Agreement as a Lender pursuant to an Assignment and Assumption, other than any Person that ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. 

“Term Loan Note” or “Note” means a promissory note made by the Borrower in favor of a Term Loan Lender
evidencing the portion of the Term Loan made by such Term Loan Lender, substantially in the form attached as Exhibit A, and any substitutes therefor, and any replacements, restatements,
renewals or extension thereof, in whole or in part. 
 “Terminated Plan” means the Mayville Defined Benefit Pension Plan
which was terminated December 31, 2011. 
 “Termination Event” means the occurrence of any of the following
which, individually or in the aggregate, has resulted or could reasonably be expected to result in liability of the Borrower in an aggregate amount in excess of the Threshold Amount: (a) a “Reportable Event” described in
Section 4043 of ERISA for which the thirty (30) day notice requirement has not been waived by the PBGC, or (b) the withdrawal of any Credit Party or any ERISA Affiliate from a Pension Plan during a plan year in
which it 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, or (c) the termination of
a Pension Plan, the filing of a notice of intent to terminate a Pension Plan or the treatment of a Pension Plan amendment as a termination, under Section 4041 of ERISA, if the plan assets are not sufficient to pay all plan liabilities,
or (d) the institution of proceedings to terminate, or the appointment of a trustee with respect to, any Pension Plan by the PBGC, or (e) any other event or condition which would constitute grounds under
Section 4042(a) of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan, or (f) the imposition of a Lien pursuant to Section 430(k) of the Code or Section 303
of ERISA, or (g) the determination that any Pension Plan or Multiemployer Plan is considered an at-risk plan or plan in endangered or critical status with the meaning of Sections 430, 431 or 432 of the Code or Sections 303, 304 or 305 of
ERISA or (h) the partial or complete withdrawal of any Credit Party or any ERISA Affiliate from a Multiemployer Plan if withdrawal liability is asserted by such plan, or (i) any event or condition which results in the
reorganization or insolvency of a Multiemployer Plan under Sections 4241 or 4245 of ERISA, or (j) any event or condition which results in the termination of a Multiemployer Plan under Section 4041A of ERISA or the institution
by PBGC of proceedings to terminate a Multiemployer Plan under Section 4042 of ERISA, or (k) 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 any Credit Party or any ERISA Affiliate. 
 “Threshold Amount” means
$2,750,000. 
 “Total Credit Exposure” means, as to any Lender at any time, the outstanding Term Loans of such
Lender at such time. 
 “Trade Date” has the meaning assigned thereto in Section 12.9(b)(i). 

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

  
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 “United States” means the United States of America. 

“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 assigned thereto in Section 5.11(g). 

“WFSC” means Wells Fargo Strategic Capital, Inc., a Texas corporation, and its permitted successors and assigns. 

“Wholly-Owned” means, with respect to a Subsidiary, that all of the Equity Interests of such Subsidiary are, directly or
indirectly, owned or controlled by the Borrower and/or one or more of its Wholly-Owned Subsidiaries (except for directors’ qualifying shares or other shares required by Applicable Law to be owned by a Person other than the Borrower and/or one
or more of its Wholly-Owned Subsidiaries). 
 “Withholding Agent” means any Credit Party and the Administrative Agent. 

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

SECTION 1.2 Other Definitions and 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, (b) whenever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be
construed to have the same meaning and effect as the word “shall”, (e) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (f) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (g) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (h) 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, (i) the term “documents” includes any and all instruments, documents, agreements,
certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form and (j) 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”. 

SECTION 1.3 Accounting Terms. 

(a) 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 and in a manner consistent
with that used in preparing the audited financial statements required by Section 8.1(a), 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 and FASB ASC
470-20 on financial liabilities shall be disregarded. 

  
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 (b) If at any time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such
change therein and (ii) 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. 
 SECTION 1.4 UCC
Terms. Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC”
refers, as of any date of determination, to the UCC then in effect. 
 SECTION 1.5 Rounding. Any financial ratios required to be
maintained 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 or percentage is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 

SECTION 1.6 References to Agreement and Laws. Unless otherwise expressly provided herein, (a) any definition or reference to
formation documents, governing documents, agreements (including the Loan Documents) and other contractual documents or instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) any definition or reference to any Applicable Law, including, without
limitation, Anti-Corruption Laws, Anti-Money Laundering Laws, the Bankruptcy Code, the Code, the Commodity Exchange Act, ERISA, the Exchange Act, the PATRIOT Act, the Securities Act, the UCC, the Investment Company Act, the Interstate Commerce Act,
the Trading with the Enemy Act of the United States or any of the foreign assets control regulations of the United States Treasury Department, shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or
interpreting such Applicable Law. 
 SECTION 1.7 Times of Day. Unless otherwise specified, all references herein to times of day
shall be references to Central time (daylight or standard, as applicable). 
 SECTION 1.8 [Reserved]. 

SECTION 1.9 Guarantees/Earn-Outs. Unless otherwise specified, (a) the amount of any Guarantee shall be the lesser of the amount of
the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee and (b) the amount of any earn-out or similar
obligation shall be the amount of such obligation as reflected on the balance sheet of such Person in accordance with GAAP. 
 SECTION 1.10
Covenant Compliance Generally. For purposes of determining compliance under Sections 9.1, 9.2, 9.3, 9.5 and 9.6, any amount in a currency other than Dollars will be converted to Dollars in a manner
consistent with that used in calculating Consolidated Net Income in the most recent annual financial statements of the Borrower and its Subsidiaries delivered pursuant to Section 8.1(a). 


  
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 Notwithstanding the foregoing, for purposes of determining compliance with Sections 9.1, 9.2
and 9.3, with respect to any amount of Indebtedness or Investment in a currency other than Dollars, no breach of any basket contained in such sections shall be deemed to have occurred solely as a result of changes in rates of exchange
occurring after the time such Indebtedness or Investment is incurred; provided that for the avoidance of doubt, the foregoing provisions of this Section 1.10 shall otherwise apply to such Sections, including with respect to determining
whether any Indebtedness or Investment may be incurred at any time under such Sections. 
 SECTION 1.11 Rates. The Administrative
Agent does not warrant or accept responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the rates in the definition of “LIBOR”. 

ARTICLE II 
 [RESERVED] 

ARTICLE III 
 [RESERVED] 

ARTICLE IV 
 TERM LOAN FACILITIES

 SECTION 4.1 Term Loans. Subject to the terms and conditions of this Agreement (including without limitation Section 12.22)
and the other Loan Documents, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Term Loan Lender severally agrees to make the Term Loan to the Borrower on the Closing Date in a
principal amount equal to such Lender’s Commitment with respect to the Term Loan as of the Closing Date. Notwithstanding the foregoing, if the total Commitment applicable to the Term Loan as of the Closing Date is not drawn on the Closing Date,
the undrawn amount shall automatically be cancelled. 
 SECTION 4.2 Closing Date Advance of Term Loans. The Borrower shall give the
Administrative Agent an irrevocable prior written notice substantially in the form of Exhibit B (a “Notice of Borrowing”) prior to or on the Closing Date, requesting that the Term Loan Lenders make the Term Loan. Upon
receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each applicable Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each such Term Loan Lender will make available to the
Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of the Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably
authorizes the Administrative Agent to disburse the proceeds of the Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. The Notice of Borrowing shall be in form and
substance reasonably satisfactory to the Administrative Agent and shall include a indemnification of the Lenders in the manner set forth in Section 5.9 of this Agreement. 

SECTION 4.3 Repayment of Term Loans. The Borrower shall repay the outstanding Obligations under the Credit Facility (including all
principal, interest, fees, premium, expenses and indemnities) in their entirety on the Maturity Date. 

  
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 SECTION 4.4 Prepayments of Term Loans. 

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time, subject to
Section 5.2, to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of an irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit
D (a “Notice of Prepayment”) not later than 11:00 a.m. at least three (3) Business Days before, specifying the date and amount of repayment. Any optional prepayment must be in an amount of not less than
$2,500,000 or in multiples of $50,000 in excess thereof (or, if the outstanding principal balance under the Credit Facility is less than $2,500,000, the entire outstanding principal balance). Each optional prepayment of the Term Loans hereunder
shall be applied, on a pro rata basis, to the outstanding principal installments of the Term Loan as directed by the Borrower. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.2 and
Section 5.9 hereof. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. 

(b) Mandatory Prepayments. 

(i) Asset Dispositions and Insurance and Condemnation Events. The Borrower shall make mandatory principal prepayments of
the Loans in the manner set forth in clause (iii) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds (subject to Section 4.4(c) below) from (A) any Asset Disposition
(other than any Asset Disposition permitted pursuant to, and in accordance with, clauses (a) through (k) of Section 9.5) or (B) any Insurance and Condemnation Event, to the extent that the aggregate amount of such
Net Cash Proceeds, in the case of each of clauses (A) and (B), respectively, exceed $1,000,000 during any Fiscal Year. Such prepayments shall be made within three (3) Business Days after the date of receipt of the Net Cash
Proceeds; provided that, so long as no Default or Event of Default has occurred and is continuing, no prepayment shall be required under this Section 4.4(b)(i) with respect to such portion of such Net Cash Proceeds received with
respect to non-real estate assets of the Credit Parties and which do not exceed $5,000,000 in the aggregate after the Closing Date that the Borrower shall have, on or prior to such date given written notice to
the Administrative Agent of its intent to reinvest in accordance with Section 4.4(b)(ii). 
 (ii) Reinvestment
Option. With respect to any Net Cash Proceeds realized or received with respect to any Asset Disposition or any Insurance and Condemnation Event by any Credit Party of any Subsidiary thereof (in each case, to the extent not excluded pursuant to
Section 4.4(b)(i)), at the option of the Borrower, the Credit Parties may reinvest all or any portion of such Net Cash Proceeds in assets used or useful for the business of the Credit Parties and their Subsidiaries within (x) six
(6) months following receipt of such Net Cash Proceeds or (y) if such Credit Party enters into a bona fide commitment to reinvest such Net Cash Proceeds within three (3) months following receipt thereof, within the later of
(A) nine (9) months following receipt thereof and (B) six (6) months of the date of such commitment; provided that if any Net Cash Proceeds are no longer intended to be or cannot be so reinvested at any time after
delivery of a notice of reinvestment election, an amount equal to any such Net Cash Proceeds shall be applied within three (3) Business Days after the applicable Credit Party reasonably determines that such Net Cash Proceeds are no
longer intended to be or cannot be so reinvested to the prepayment of the Loans as set forth in this Section 4.4(b); provided further that any Net Cash Proceeds relating to Collateral shall be reinvested in
assets constituting Collateral. Pending the final application of any such Net Cash Proceeds, the applicable Credit Party may invest an amount equal to such Net Cash Proceeds in any manner that is not prohibited by this Agreement. 

  
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 (iii) Notice; Manner of Payment. Upon the occurrence of any event
triggering the prepayment requirement under clause (i) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the
Lenders. Each prepayment of the Loans under this Section from Net Cash Proceeds shall be applied to prepay the remaining scheduled amortization payments of the Term Loan on a pro rata basis. 

(iv) Prepayment of Loans. Each prepayment shall be accompanied by any amount required to be paid pursuant to Section
5.2 and Section 5.9; provided that, so long as no Default or Event of Default shall have occurred and be continuing, if any prepayment of LIBOR Rate Loans is required to be made under this Section 4.4(b) prior to the
last day of the Interest Period therefor, in lieu of making any payment pursuant to this Section 4.4(b) in respect of any such LIBOR Rate Loan prior to the last day of the Interest Period therefor, the Borrower may, in its sole discretion,
deposit an amount sufficient to make any such prepayment otherwise required to be made thereunder together with accrued interest to the last day of such Interest Period into an account held at, and subject to the sole control of, the Administrative
Agent until the last day of such Interest Period, at which time the Administrative Agent shall be authorized (without any further action by or notice to or from the Borrower or any other Credit Party) to apply such amount to the prepayment of such
Term Loans in accordance with this Section 4.4(b). Upon the occurrence and during the continuance of any Default or Event of Default, the Administrative Agent shall also be authorized (without any further action by or notice to or from the
Borrower or any other Credit Party) to apply such amount to the prepayment of the outstanding Term Loans in accordance with the relevant provisions of this Section 4.4(b). 

(v) No Reborrowings. Amounts prepaid under the Term Loans pursuant to this Section may not be reborrowed. 

(vi) Applicability of Subordination Agreement. Notwithstanding anything in this Section 4.4(b)
or (c) to the contrary, mandatory prepayments required or permitted pursuant to this Section 4.4(b) or (c) shall only be required to the extent not used to permanently reduce the Senior Debt
and are otherwise permitted by the Subordination Agreement. To the extent only a portion of any such payment is not used to permanently reduce the Senior Debt, there shall be corresponding dollar-for-dollar reduction to the amounts owed pursuant to this Section 4.4(b) or (c) for the amounts actually paid pursuant to the Senior Debt Documents. 

(c) Release Prices. The Loans are secured by certain mortgages, deeds of trust and other collateral security documents given by the
Credit Parties in favor of the Administrative Agent for the benefit of the Lenders, including without limitation mortgages and deed of trusts that create liens on certain parcels of real property identified in Schedule 2 attached hereto (such
parcels are hereinafter referred to, in the aggregate, as the “Real Estate Collateral”). Subject to paragraphs (a) and (b) above relating to prepayments, should Borrower desire to obtain a release of a portion of the Real
Estate Collateral as a consequence of a Credit Party’s intent to sell such portion of the Real Estate Collateral pursuant to a bona fide sale to an unrelated third party (a “Sale Event”), then the Borrower shall first provide
the Administrative Agent with a written notice of such Sale Event, expressing the Borrower’s desire to release such portion of the Real Estate Collateral from the applicable security instrument. Upon the Administrative Agent’s receipt of
the Borrower’s written request, the Administrative Agent shall release the requested parcel(s) of the Real Estate Collateral from the lien of the applicable mortgage or deed of trust provided (a) no Default or Event of Default then exists,
and (b) that the Administrative Agent has received from the Borrower the Release Price Payment (defined as follows) for the applicable 

  
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parcel of Real Estate Collateral to be released. As used herein, the term “Release Price Payment” shall be an additional principal payment in an amount equal to or greater than the
outstanding principal balance of Real Estate Term Loan, multiplied by the percentage factor that corresponds to the applicable portion of the Real Estate Collateral to be released by the Administrative Agent as provided in Schedule 3. The
Release Price Payment will be applied to the outstanding balance of the Real Estate Term Loan as set forth in Section 4.4(b)(iii). 

ARTICLE V 
 GENERAL LOAN PROVISIONS

 SECTION 5.1 Interest. 

(a) Interest Rate Options. Subject to the provisions of this Section and Section 5.8, the Loans shall bear
interest at the LIBOR Rate plus the Applicable Margin. 
 (b) Default Rate. Subject to
Section 10.3, (i) immediately upon the occurrence and during the continuance of an Event of Default under Section 10.1(a), (b), (i) or (j), or (ii) at the election of the Required Lenders (or the
Administrative Agent at the direction of the Required Lenders), upon the occurrence and during the continuance of any other Event of Default, (A) all outstanding Loans shall bear interest at a rate per annum of two percent (2%) in excess
of the rate (including the Applicable Margin) then applicable to Loans until the end of the applicable Interest Period, and (B) all accrued and unpaid interest shall be due and payable on demand of the Administrative Agent. Interest
shall continue to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law. 

(c) Interest Payment and Computation. Interest on each Loan shall be due and payable monthly in arrears on the last
Business Day of each calendar month commencing December 31, 2018. All other computations of fees and interest provided hereunder 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 365/366-day year). 

(d) Maximum Rate. In no contingency or event whatsoever shall the aggregate of all amounts deemed interest under this
Agreement charged or collected pursuant to the terms of this Agreement exceed the highest rate permissible under any Applicable Law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that
such a court determines that the Lenders have charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by Applicable Law and the
Lenders shall at the Administrative Agent’s option (i) promptly refund to the Borrower any interest received by the Lenders in excess of the maximum lawful rate or (ii) apply such excess to the principal balance of the
Obligations. It is the intent hereof that the Borrower not pay or contract to pay, and that neither the Administrative Agent nor any Lender receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that
which may be paid by the Borrower under Applicable Law. 
 SECTION 5.2 Prepayment Premium; Make-Whole.. 

(a) In the event that all or any part of the outstanding principal balance of the Credit Facility is prepaid at any time or
times (whether by voluntary prepayment, mandatory prepayment or acceleration; but excluding any prepayment made by the Borrower in connection with a Change in 

  
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Control): (i) on or prior to the first anniversary of the Closing Date, then the Borrower shall concurrently pay to the Administrative Agent for the benefit of the Lenders a make-whole premium in
an amount equal to three percent (3.0%) of the amount so prepaid plus the applicable Make-Whole Payment Premium Amount, (ii) after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, then
the Borrower shall concurrently pay to the Administrative Agent for the benefit of the Lenders a prepayment premium in an amount equal to three percent (3.0%) of the amount so prepaid; (iii) after the second anniversary of the Closing
Date but on or prior to the third anniversary of the Closing Date, then Borrowers shall concurrently pay to the Administrative Agent for the benefit of the Lenders a prepayment premium in an amount equal to two percent (2.0%) of the amount so
prepaid; and (iv) thereafter, there shall be no prepayment premium required under this Section 5.2(a) on all or any part of the outstanding principal balance of the Credit Facility that is prepaid. 

(b) In the event that all or any part of the outstanding principal balance of the Credit Facility is prepaid in connection with
a Change in Control: (i) on or prior to the first anniversary of the Closing Date of the Closing Date, then the Borrower shall concurrently pay to the Administrative Agent for the benefit of the Lenders a prepayment premium in an amount
equal to three percent (3.0%) of the amount so prepaid; (ii) after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, then Borrowers shall concurrently pay to the Administrative Agent
for the benefit of the Lenders a prepayment premium in an amount equal to two percent (2.0%) of the amount so prepaid; and (iii) thereafter, there shall be no prepayment premium required under this Section 5.2(b) on all or
any part of the outstanding principal balance of the Credit Facility that is prepaid. 
 SECTION 5.3 Fees. The Borrower shall pay to
the Administrative Agent for the benefit of the Lenders the fees in the amounts and at the times specified in their Fee Letter. 
 SECTION
5.4 Manner of Payment. Each payment by the Borrower on account of the principal of or interest on the Loans or of any fee, commission or other amounts payable to the Lenders under this Agreement shall be made not later than 1:00 p.m. on the
date specified for payment under this Agreement to the Administrative Agent at the Administrative Agent’s Office for the account of the Lenders entitled to such payment in Dollars, in immediately available funds and shall be made without any
setoff, counterclaim or deduction whatsoever. Any payment received after such time but before 2:00 p.m. on such day shall be deemed a payment on such date for the purposes of Section 10.1, but for all other purposes shall be deemed to have
been made on the next succeeding Business Day. Any payment received after 2:00 p.m. shall be deemed to have been made on the next succeeding Business Day for all purposes. Upon receipt by the Administrative Agent of each such payment, the
Administrative Agent shall distribute to each such Lender at its address for notices set forth herein its Commitment Percentage in respect of the relevant Credit Facility (or other applicable share as provided herein) of such payment and shall wire
advice of the amount of such credit to each Lender. Each payment to the Administrative Agent of Administrative Agent’s fees or expenses shall be made for the account of the Administrative Agent and any amount payable to any Lender under
Sections 5.2, 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. If any payment under this Agreement shall be specified to be made upon a day which is not a
Business Day, it shall be made on the next succeeding day which is a Business Day and such extension of time shall in such case be included in computing any interest if payable along with such payment. 

SECTION 5.5 Evidence of Indebtedness. The Extensions of Credit made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the
Extensions of Credit made 

  
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by the Lenders to the Borrower and its Subsidiaries 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 accounts and records of the Administrative Agent in respect
of such matters, the accounts and records of the Administrative Agent shall control in the absence of manifest error. 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 Term Loan Note, as applicable, which shall evidence such Lender’s Term Loan, as applicable, in addition to such accounts or records. Each Lender may attach schedules to its Notes and endorse thereon the
date, amount and maturity of its Loans and payments with respect thereto. 
 SECTION 5.6 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 its Loans or other obligations hereunder resulting in such Lender’s receiving payment of a
proportion of the aggregate amount of its Loans and accrued interest thereon or other such obligations (other than pursuant to Sections 5.9, 5.10, 5.11 or 12.3) 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 Loans and such other 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
Loans and other amounts owing them; provided that: 
 (i) if any such participations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and 

(ii) the provisions of this paragraph shall not be construed to apply to (A) any payment made by the Borrower pursuant to
and in accordance with the express terms of this Agreement, or (B) any payment obtained by a Lender as consideration for the assignment of, or sale of, a participation in any of its Loans. 

Each Credit Party 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 each Credit Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of each Credit Party in the amount of such
participation. 
 SECTION 5.7 Administrative Agent’s Clawback. 

(a) [Reserved.] 

(b) Payments by the 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 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, 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, as
the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, with interest thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. 

  
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 (c) Nature of Obligations of Lenders. The obligations of the Lenders
under this Agreement to make the Loans, and to make payments under this Section, Section 5.11(e), Section 12.3(c) or Section 12.7, as applicable, are several and are not joint or joint and several. The failure of any
Lender to make available its Commitment Percentage of any Loan requested by the Borrower shall not relieve it or any other Lender of its obligation, if any, hereunder to make its Commitment Percentage of such Loan available on the borrowing date,
but no Lender shall be responsible for the failure of any other Lender to make its Commitment Percentage of such Loan available on the borrowing date. 

SECTION 5.8 Changed Circumstances. 

(a) Circumstances Affecting LIBOR Rate Availability. Unless and until a Replacement Rate is implemented in accordance
with clause (c) below, if for any reason (i) the Administrative Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the
London interbank Eurodollar market for the applicable amount and Interest Period of such Loan, or (ii) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate
does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative
Agent notifies the Borrower that such circumstances no longer exist, the Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such Loan together with accrued interest
thereon (subject to Section 5.1(d)), on the last day of the then current Interest Period applicable to such Loan; or (B) convert the then outstanding principal amount of each such Loan to a Base Rate Loan as of the last day
of such Interest Period. 
 (b) Laws Affecting LIBOR Rate Availability. If, after the date hereof, the introduction
of, or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any
of the Lenders (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, shall make it unlawful or impossible for any of
the Lenders (or any of their respective Lending Offices) to honor its obligations hereunder to maintain any Loan, such Lender shall promptly give notice thereof to the Administrative Agent and the Administrative Agent shall promptly give notice to
the Borrower and the other Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, if any of the Lenders may not lawfully continue to maintain a Loan to the end of the then current Interest
Period applicable thereto, the applicable Loan shall immediately be converted to a Base Rate Loan for the remainder of such Interest Period. 

(c) Alternative Rate of Interest. Notwithstanding anything to the contrary in Section 5.8(a) or 5.8(b)
above, if the Administrative Agent has made the determination (such determination to be conclusive absent manifest error) that (i) the circumstances described in Section 5.8(a)(i) or (a)(ii) or 5.8(b) have
arisen and that such circumstances are unlikely to be temporary, (ii) any applicable interest rate specified herein is no longer a widely recognized benchmark rate for newly originated loans in the U.S. syndicated loan market in the
applicable currency or (iii) the applicable supervisor or administrator (if any) of any applicable interest rate specified herein or any Governmental Authority having, or purporting to have, jurisdiction over the Administrative Agent has made
a public statement identifying 

  
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a specific date after which any applicable interest rate specified herein shall no longer be used for determining interest rates for loans in the U.S. syndicated loan market in the applicable
currency, then the Administrative Agent may, to the extent practicable (with the written consent of the Borrower and as determined by the Administrative Agent to be generally in accordance with similar situations in other transactions in which it is
serving as administrative agent or otherwise consistent with market practice generally), establish a replacement interest rate (the “Replacement Rate”), in which case, the Replacement Rate shall, subject to the next two sentences,
replace such applicable interest rate for all purposes under the Loan Documents unless and until (A) an event described in Section 5.8(a)(i), (a)(ii), (c)(i), (c)(ii) or (c)(iii) occurs with respect to
the Replacement Rate or (B) the Administrative Agent (or the Required Lenders through the Administrative Agent) notifies the Borrower that the Replacement Rate does not adequately and fairly reflect the cost to the Lenders of funding the
Loans bearing interest at the Replacement Rate. If an event described in Section 5.8(c)(A) or (B) occurs, the Administrative Agent shall endeavor to establish a substitute Replacement Rate as provided in this subsection. In
connection with the establishment and application of the Replacement Rate or substitute Replacement Rate, this Agreement and the other Loan Documents shall be amended solely with the consent of the Borrower and the Administrative Agent, as may be
necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.8(c). Notwithstanding anything to the contrary in this Agreement or the other Loan Documents (including, without limitation,
Section 12.2), such amendment shall become effective without any further action or consent of any other party to this Agreement so long as the Administrative Agent shall not have received, within five (5) Business Days of the
delivery of such amendment to the Lenders, written notices from such Lenders that in the aggregate constitute Required Lenders, with each such notice stating that such Lender objects to such amendment (which such notice shall note with specificity
the particular provisions of the amendment to which such Lender objects). To the extent the Replacement Rate is approved by the Administrative Agent in connection with this clause (c), the Replacement Rate shall be applied in a manner consistent
with market practice; provided that, in each case, to the extent such market practice is not administratively feasible for the Administrative Agent, such Replacement Rate shall be applied as otherwise reasonably determined by the
Administrative Agent (it being understood that any such modification by the Administrative Agent shall not require the consent of, or consultation with, any of the Lenders). 

SECTION 5.9 Indemnity. The Borrower hereby indemnifies each of the Lenders against any loss or expense (including any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain a Loan or from fees payable to terminate the deposits from which such funds were obtained) which may arise or be attributable to each Lender’s obtaining,
liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment when due of any amount due hereunder in connection with any Loan, and
(b) due to any payment or prepayment of any Loan on a date other than the last day of the Interest Period therefor. The amount of such loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the
assumption that such Lender funded its Commitment Percentage of the Loans in the London interbank market and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender
setting forth the basis for determining such amount or amounts necessary to compensate such Lender shall be forwarded to the Borrower through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error. 

  
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 SECTION 5.10 Increased Costs. 

(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 advances, loans or other credit extended or participated in by, any Lender (except any reserve requirement reflected in the LIBOR Rate); 

(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 the London interbank market any other condition, cost or expense (other than
Taxes) affecting this Agreement or Loans made by such Lender; 
 and the result of any of the foregoing shall be to increase the cost to such Lender or such
other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or such other Recipient hereunder
(whether of principal, interest or any other amount) then, upon written request of such Lender or other Recipient, the Borrower shall promptly pay to any such Lender or other Recipient, as the case may be, such additional amount or amounts as will
compensate such Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender determines that any Change in Law affecting such Lender or any Lending Office of
such Lender or such Lender’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 capital or on the capital of such Lender’s holding
company, if any, as a consequence of this Agreement, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies
of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time upon written request of such Lender the Borrower shall promptly pay to such Lender, as the case may be, such additional amount or amounts
as will compensate such Lender or such Lender’s holding company for any such reduction suffered. 
 (c) Certificates
for Reimbursement. A certificate of a Lender or such other Recipient setting forth in reasonable detail the amount or amounts necessary to compensate such Lender, such other Recipient or any of their respective holding companies, as the case may
be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such other Recipient, as the case may be, the amount shown as due on
any such certificate within ten (10) days after receipt thereof. 
 (d) Delay in Requests. Failure or
delay on the part of any Lender or such other Recipient to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such other Recipient’s right to demand such compensation; provided that the
Borrower shall not be required to compensate any Lender or any other Recipient pursuant to this Section for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that such Lender or such other
Recipient, 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 other Recipient’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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 SECTION 5.11 Taxes. 

(a) Defined Terms. For purposes of this Section 5.11, the term “Applicable Law” includes
FATCA. 
 (b) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Credit Party
under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction
or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant
Governmental Authority in accordance with Applicable Law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Credit Party shall be increased as necessary so that, after such deduction or withholding has been made
(including such deductions and withholdings applicable to additional sums payable under this Section), the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made. 

(c) Payment of Other Taxes by the Credit Parties. The Credit Parties 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. 

(d) Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient,
within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or
required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient,
shall be conclusive absent manifest error. 
 (e) Indemnification by the Lenders. Each Lender shall severally
indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative
Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.9(d) relating to the maintenance
of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or
with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent
shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to setoff and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to
the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e). 
 (f)
Evidence of Payments. As soon as practicable after any payment of Taxes by any Credit Party to a Governmental Authority pursuant to this Section 5.11, such Credit Party shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. 

  
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 (g) Status of Lenders. 

(i) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any
Loan Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Lender, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other
documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or
information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in
Section 5.11(g)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or
expense or would materially prejudice the legal or commercial position of such Lender. 
 (ii) Without limiting the
generality of the foregoing: 
 (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 copies of IRS Form W-9 certifying that such Lender is exempt from United States federal backup withholding tax; 

(B) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), whichever of the following is applicable: 
 (1) in the case of a Foreign Lender claiming the
benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form
W-8BEN-E establishing an exemption from, or reduction of, United States federal withholding Tax pursuant to the “interest” article of such tax treaty and
(y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN-E establishing an exemption from, or reduction of, United States federal
withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; 
 (2)
executed copies of IRS Form W-8ECI; 
 (3) in the case of a Foreign Lender claiming
the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit H-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 

  
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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 copies of IRS Form W-8BEN-E; or 

(4) to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form
W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN-E, a U.S. Tax Compliance
Certificate substantially in the form of Exhibit H-2 or Exhibit H-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 H-4 on behalf of each such direct and indirect partner; 

(C) any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the
Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in United States 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 United States federal withholding Tax imposed by
FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the
Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by
Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under
FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA” shall include any
amendments made to FATCA after the date of this Agreement. 
 Each Lender agrees that if any form or certification it previously delivered
expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so. 

(h) Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has
received a refund of any Taxes as to which it has been indemnified pursuant to this Section 5.11 (including by the payment of additional amounts pursuant to this Section 5.11), it shall pay to the indemnifying party an amount
equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-

  
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of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be
required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid.
This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person. 

(i) Survival. Each party’s obligations under this Section 5.11 shall survive the resignation or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document. 

SECTION 5.12 Mitigation Obligations; Replacement of Lenders. 

(a) Designation of a Different Lending Office. If any Lender requests compensation under Section 5.10, or
requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 5.11, then such Lender shall, at the request of the Borrower, use
reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 5.10 or Section 5.11, as the case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 

(b) Replacement of Lenders. If any Lender requests compensation under Section 5.10, 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 5.11, and, in each case, such Lender has declined or is unable to designate a
different Lending Office in accordance with Section 5.12(a), or if any Lender is 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 12.9), all of its interests, rights (other than its
existing rights to payments pursuant to Section 5.10 or Section 5.11) 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: 
 (i) the Borrower shall have paid to the
Administrative Agent the assignment fee (if any) specified in Section 12.9; 

  
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 (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan Documents (including any amounts under Section 5.2 and Section 5.9) from the
assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts); 

(iii) in the case of any such assignment resulting from a claim for compensation under Section 5.10 or payments
required to be made pursuant to Section 5.11, such assignment will result in a reduction in such compensation or payments thereafter; 

(iv) such assignment does not conflict with Applicable Law; and 

(v) in the case of any 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. 

(c) Selection of Lending Office. Subject to Section 5.12(a), each Lender may make any Loan to the Borrower
through any Lending Office, provided that the exercise of this option shall not affect the obligations of the Borrower to repay the Loan in accordance with the terms of this Agreement or otherwise alter the rights of the parties hereto. 

ARTICLE VI 
 CONDITIONS OF CLOSING
AND BORROWING 
 SECTION 6.1 Conditions to Closing and Initial Extensions of Credit. The obligation of the Lenders to close this
Agreement and to make the Loans is subject to the satisfaction of each of the following conditions: 
 (a) Executed Loan
Documents. This Agreement, Term Loan Notes in favor of each Term Loan Lender requesting Term Loan Notes, (in each case, if requested thereby), the Security Documents, the Guaranty Agreements, and the Fee Letter, together with any other
applicable Loan Documents, shall have been duly authorized, executed and delivered to the Administrative Agent by the parties thereto, shall be in full force and effect and no Default or Event of Default shall exist hereunder or thereunder. 

(b) Closing Certificates; Etc. The Administrative Agent shall have received each of the following in form and substance
reasonably satisfactory to the Administrative Agent: 
 (i) Officer’s Certificate. A certificate from a
Responsible Officer of the Borrower to the effect that (A) all representations and warranties of the Credit Parties contained in this Agreement and the other Loan Documents are true, correct and complete in all material respects (except
to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complete in all respects); (B) none of the Credit
Parties is in violation of any of the covenants contained in this Agreement and the other Loan Documents; (C) after giving effect to the transactions contemplated hereunder, no Default or Event of Default has occurred and is continuing;
(D) since December 31, 2017, no event has occurred or condition arisen, either individually or in the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect; and (E) each of the
Credit Parties, as applicable, has satisfied each of the conditions set forth in Section 6.1. 

  
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 (ii) Certificate of Secretary of each Credit Party. A certificate of
a Responsible Officer of each Credit Party certifying as to the incumbency and genuineness of the signature of each officer of such Credit Party executing Loan Documents to which it is a party and certifying that attached thereto is a true, correct
and complete copy of (A) the articles or certificate of incorporation or formation (or equivalent), as applicable, of such Credit Party and all amendments thereto, certified as of a recent date by the appropriate Governmental Authority in its
jurisdiction of incorporation, organization or formation (or equivalent), as applicable, (B) the bylaws or other governing document of such Credit Party as in effect on the Closing Date, (C) resolutions duly adopted by the
board of directors (or other governing body) of such Credit Party authorizing and approving the transactions contemplated hereunder and the execution, delivery and performance of this Agreement and the other Loan Documents to which it is a party,
and (D) each certificate required to be delivered pursuant to Section 6.1(b)(iii). 
 (iii)
Certificates of Good Standing. Certificates as of a recent date of the good standing of each Credit Party under the laws of its jurisdiction of incorporation, organization or formation (or equivalent), as applicable, and, to the extent
requested by the Administrative Agent, each other jurisdiction where such Credit Party is qualified to do business. 
 (iv)
Opinions of Counsel. Opinions of counsel to the Credit Parties addressed to the Administrative Agent and the Lenders with respect to the Credit Parties, the Loan Documents and such other matters as the Administrative Agent shall request
(which such opinions shall expressly permit reliance by permitted successors and assigns of the Administrative Agent and the Lenders). 

(c) Personal Property Collateral. 

(i) Filings and Recordings. The Administrative Agent shall have received all filings and recordations that are necessary
to perfect the security interests of the Administrative Agent, on behalf of the Secured Parties, in the Collateral and the Administrative Agent shall have received evidence reasonably satisfactory to the Administrative Agent that upon such filings
and recordations such security interests constitute valid and perfected second priority Liens thereon (subject only to Permitted Liens). 

(ii) Pledged Collateral. The Administrative Agent shall have received, or the Senior Agent as bailee for the
Administrative Agent shall be received, (A) original stock certificates or other certificates evidencing the certificated Equity Interests pledged pursuant to the Security Documents, together with an undated stock power for each such
certificate duly executed in blank by the registered owner thereof and (B) each original promissory note pledged pursuant to the Security Documents together with an undated allonge for each such promissory note duly executed in blank by
the holder thereof. 
 (iii) Lien Search. The Administrative Agent shall have received the results of a Lien search
(including a search as to judgments, bankruptcy, tax and intellectual property matters), in form and substance reasonably satisfactory thereto, made against the Credit Parties under the Uniform Commercial Code (or applicable judicial docket) as in
effect in each jurisdiction in which filings or recordations under the Uniform Commercial Code should be made to evidence or perfect security interests in all assets of such Credit Party, indicating among other things that the assets of each such
Credit Party are free and clear of any Lien (except for Permitted Liens). 

  
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 (iv) Property and Liability Insurance. The Administrative Agent shall
have received, in each case in form and substance reasonably satisfactory to the Administrative Agent, evidence of property, business interruption and liability insurance covering each Credit Party, evidence of payment of all insurance premiums for
the current policy year of each policy (with appropriate endorsements naming the Administrative Agent as lender’s loss payee on all policies for property hazard insurance and as additional insured on all policies for liability insurance), and
if requested by the Administrative Agent, copies of such insurance policies. 
 (v) Intellectual Property. The
Administrative Agent shall have received security agreements duly executed by the applicable Credit Parties for all federally registered copyrights, copyright applications, patents, patent applications, trademarks and trademark applications included
in the Collateral, in each case in proper form for filing with the U.S. Patent and Trademark Office or U.S. Copyright Office, as applicable. 

(vi) Other Collateral Documentation. The Administrative Agent shall have received any documents reasonably requested
thereby or as required by the terms of the Security Documents to evidence its security interest in the Collateral (including, without limitation, any landlord waivers or collateral access agreements, notices and assignments of claims required under
Applicable Laws, bailee or warehouseman letters or filings with the FCC or any other applicable Governmental Authority). 

(d) Consents; Defaults. 

(i) Governmental and Third Party Approvals. The Credit Parties shall have received all material governmental,
shareholder and third party consents and approvals necessary (or any other material consents as determined in the reasonable discretion of the Administrative Agent) in connection with the transactions contemplated by this Agreement and the other
Loan Documents and all applicable waiting periods shall have expired without any action being taken by any Person that could reasonably be expected to restrain, prevent or impose any material adverse conditions on any of the Credit Parties or such
other transactions or that could seek or threaten any of the foregoing, and no law or regulation shall be applicable which in the reasonable judgment of the Administrative Agent could reasonably be expected to have such effect. 

(ii) No Injunction, Etc. No action, proceeding or investigation shall have been instituted, threatened or proposed
before any Governmental Authority to enjoin, restrain, or prohibit, or to obtain substantial damages in respect of, or which is related to or arises out of this Agreement or the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby, or which, in the Administrative Agent’s sole discretion, would make it inadvisable to consummate the transactions contemplated by this Agreement or the other Loan Documents or the consummation of the transactions
contemplated hereby or thereby. 
 (e) Financial Matters. 

(i) Financial Statements. The Administrative Agent shall have received (A) the audited Consolidated balance sheet
of the Borrower and its Subsidiaries as of December 31, 2017 and the related audited statements of income and retained earnings and cash flows for the Fiscal Year then ended, (B) the unaudited Consolidated balance sheet of
the Borrower and its Subsidiaries as of September 30, 2018 and related unaudited interim statements of income and retained earnings, and (C) the audited Consolidated balance sheet of Defiance and its Subsidiaries for the
2015, 2016, 2017 and 2018 fiscal years and the related audited statements of income and retained earnings and cash flows for the fiscal year then ended. 

  
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 (ii) Pro Forma Financial Statements. The Administrative Agent shall
have received pro forma consolidated balance sheet, statement of income and cash flows for the Borrower and its Subsidiaries for the four-quarter period which ended September 30, 2018, calculated on a pro forma basis after giving effect to the
transactions contemplated by this Agreement and the Defiance Acquisition and a pro forma balance sheet of the Borrower and its Subsidiaries prepared from the financial statements for the calendar month which ended September 30,
2018, on a pro forma basis after giving effect to the transactions contemplated by this Agreement and the Defiance Acquisition. 

(iii) Financial Projections. The Administrative Agent shall have received pro forma Consolidated financial statements
for the Borrower and its Subsidiaries, and projections prepared by management of the Borrower, of balance sheets, income statements and cash flow statements on an annual basis for each year during the term of the Credit Facility, which shall not be
materially inconsistent with any financial information or projections previously delivered to the Administrative Agent. 

(iv) Financial Condition Certificate. The Borrower shall have delivered to the Administrative Agent an Officer’s
Compliance Certificate, in form and substance satisfactory to the Administrative Agent, and certified as accurate by the chief financial officer of the Borrower, that attached thereto are calculations evidencing that, as of the last day of the most
recently ended fiscal quarter of the Borrower preceding the Closing Date, (A) the Borrower’s Consolidated Total Leverage Ratio, calculated on a pro forma basis after giving effect to the transactions contemplated by this Agreement and
Defiance Acquisition, shall be less than or equal to 3.75 to 1.00 and (B) the Borrower’s Consolidated Fixed Charge Coverage Ratio, calculated on a pro forma basis after giving effect to the transactions contemplated by this
Agreement and Defiance Acquisition, shall be no less than 1.20 to 1.00. 
 (v) Payment at Closing. The Borrower shall
have paid or made arrangements to pay contemporaneously with closing (A) to the Administrative Agent and the Lenders the fees set forth or referenced in Section 5.3 and any other accrued and unpaid fees or commissions due hereunder,
(B) all fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid 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) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all
taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents. 

(f) Defiance Acquisition. The Administrative Agent shall have received for the account of Lenders, a certificate on
behalf of the Borrower signed by an authorized officer of the Borrower certifying (i) that the conditions set forth in the Defiance Purchase Agreement have been satisfied or waived by the appropriate party, (ii) that, upon funding
of the cash consideration with the proceeds of the Loans, the transactions set forth in the Defiance Purchase Agreement have been consummated, (iii) that the aggregate consideration for the Defiance Acquisition (excluding fees and
expenses related thereto and any working capital adjustments required under the Defiance Purchase Agreement) does not 

  
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exceed $125,000,000 of cash, including the earn-out; and the Administrative Agent shall have received a copy, certified by an officer of the Borrower to be
true and correct and in full force and effect on the Closing Date of the material Defiance Purchase Documents, and all exhibits and schedules thereto, and such other documents related to the Defiance Acquisition as the Administrative Agent or any
Lender may reasonably request. The representations and warranties in the Defiance Purchase Agreement shall be accurate in all material respects as of the date of the Defiance Acquisition closing. The representation and warranty insurance policy
purchased by the Borrower relating to the Defiance Acquisition shall be in form and substance satisfactory to the Administrative Agent, and the Administrative Agent shall be named a lender loss payee thereunder. 

(g) Senior Debt. The Administrative Agent shall have received for the account of the Administrative Agent and the
Lenders (i) copies of the executed Senior Debt Documents which shall be in the form reasonably acceptable to Administrative Agent and (ii) evidence that Senior Debt (in such amount which is satisfactory to the Administrative Agent
in its sole discretion) has been lent (or simultaneously herewith will be lent) to the Borrower. 
 (h) Miscellaneous.

 (i) Notice of Account Designation. The Administrative Agent shall have received notice from the Borrower in form
and substance satisfactory to the Administrative Agent in its sole discretion specifying the account or accounts to which the proceeds of any Loans made on or after the Closing Date are to be disbursed. 

(ii) Due Diligence. The Administrative Agent shall have completed, to its satisfaction, all legal, tax, environmental,
business and other due diligence with respect to the business, assets, liabilities, operations and condition (financial or otherwise) of the Borrower and its Subsidiaries in scope and determination satisfactory to the Administrative Agent in its
sole discretion. 
 (iii) Existing Indebtedness. All existing Indebtedness of the Borrower and its Subsidiaries
(excluding Indebtedness permitted pursuant to Section 9.1) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the
Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release. 

(iv) PATRIOT Act, etc. The Borrower and each of the Subsidiary Guarantors shall have provided to the Administrative
Agent and the Lenders the documentation and other information requested by the Administrative Agent or a Lender in order to comply with requirements of any Anti-Money Laundering Laws, including, without limitation, the PATRIOT Act and any applicable
“know your customer” rules and regulations. Each Credit Party or Subsidiary thereof that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered to the Administrative Agent, and any
Lender requesting the same, a Beneficial Ownership Certification in relation to such Credit Party or such Subsidiary, in each case at least five (5) Business Days prior to the Closing Date. 

(v) Other Documents. All opinions, certificates and other instruments and all proceedings in connection with the
transactions contemplated by this Agreement shall be satisfactory in form and substance to the Administrative Agent. The Administrative Agent shall have received copies of all other documents, certificates and instruments reasonably requested
thereby, with respect to the transactions contemplated by this Agreement. Such certifications may reflect the closing of the Defiance Acquisition. 

  
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 Without limiting the generality of the provisions of Section 11.3(c), for purposes of
determining compliance with the conditions specified in this Section 6.1, the Administrative Agent and 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. 
 ARTICLE VII 

REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES 

To induce the Administrative Agent and Lenders to enter into this Agreement and to induce the Lenders to make Extensions of Credit, the Credit
Parties hereby represent and warrant to the Administrative Agent and the Lenders both before and after giving effect to the transactions contemplated hereunder, including without limitation the Defiance Acquisition, that: 

SECTION 7.1 Organization; Power; Qualification. Each Credit Party and each Subsidiary thereof (a) is duly organized, validly
existing and in active status under the laws of the jurisdiction of its incorporation or formation, (b) has the power and authority to own its Properties and to carry on its business as now being and hereafter proposed to be conducted
and (c) is duly qualified and authorized to do business in each jurisdiction in which the character of its Properties or the nature of its business requires such qualification and authorization, and failure to so qualify could reasonably
be expected to have a Material Adverse Effect. The jurisdictions in which each Credit Party and each Subsidiary thereof are organized and qualified to do business as of the Closing Date are described on Schedule 7.1. No Credit Party nor any
Subsidiary thereof is an EEA Financial Institution. 
 SECTION 7.2 Ownership. Each Subsidiary of each Credit Party as of the Closing
Date is listed on Schedule 7.2. As of the Closing Date, the capitalization of each Credit Party and its Subsidiaries consists of the number of shares, authorized, issued and outstanding, of such classes and series, with or without par value,
described on Schedule 7.2. All outstanding shares have been duly authorized and validly issued and are fully paid and nonassessable and not subject to any preemptive or similar rights, except as described in Schedule 7.2. As of the
Closing Date, there are no outstanding stock purchase warrants, subscriptions, options, securities, instruments or other rights of any type or nature whatsoever, which are convertible into, exchangeable for or otherwise provide for or require the
issuance of Equity Interests of any Credit Party or any Subsidiary thereof, except as described on Schedule 7.2. 
 SECTION 7.3
Authorization; Enforceability. Each Credit Party and each Subsidiary thereof has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Agreement and
each of the other Loan Documents to which it is a party in accordance with their respective terms. This Agreement and each of the other Loan Documents have been duly executed and delivered by the duly authorized officers of each Credit Party and
each Subsidiary thereof that is a party thereto, and each such document constitutes the legal, valid and binding obligation of each Credit Party and each Subsidiary thereof that is a party thereto, enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar state or federal Debtor Relief Laws from time to time in effect which affect the enforcement of creditors’ rights in general and the
availability of equitable remedies. 
 SECTION 7.4 Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. The
execution, delivery and performance by each Credit Party and each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions


  
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of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) require any Governmental Approval
or violate any Applicable Law relating to any Credit Party or any Subsidiary thereof, (b) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit
Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any
Governmental Approval relating to such Person, (d) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Permitted Liens or (e) require
any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of
this Agreement other than (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect,
(ii) consents or filings under the UCC, and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office. 

SECTION 7.5 Compliance with Law; Governmental Approvals. Each Credit Party and each Subsidiary thereof (a) has all Governmental
Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to its knowledge, threatened attack by direct
or collateral proceeding, (b) is in compliance with each Governmental Approval applicable to it and in compliance with all other Applicable Laws relating to it or any of its respective properties except to the extent that failure to so
comply could not reasonably be expected to have a Material Adverse Effect, and (c) has timely filed all material reports, documents and other materials required to be filed by it under all Applicable Laws with any Governmental Authority
and has retained all material records and documents required to be retained by it under Applicable Law. 
 SECTION 7.6 Tax Returns and
Payments. Each Credit Party and each Subsidiary thereof has duly filed or caused to be filed all federal, state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all
federal, state, local and other taxes, assessments and governmental charges or levies upon it and its property, income, profits and assets which are due and payable (other than any amount the validity of which is currently being contested in good
faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided for on the books of the relevant Credit Party). Such returns accurately reflect in all material respects all liability for taxes of any
Credit Party or any Subsidiary thereof for the periods covered thereby. As of the Closing Date, except as set forth on Schedule 7.6, there is no ongoing audit or examination or, to the knowledge of each of the Credit Parties and each
Subsidiary thereof, other investigation by any Governmental Authority of the tax liability of any Credit Party or any Subsidiary thereof. No Governmental Authority has asserted any Lien or other claim against any Credit Party or any Subsidiary
thereof with respect to unpaid taxes which has not been discharged or resolved (other than (a) any amount the validity of which is currently being contested in good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided for on the books of the relevant Credit Party and (b) Permitted Liens). The charges, accruals and reserves on the books of each Credit Party and each Subsidiary thereof in respect of federal,
state, local and other taxes for all Fiscal Years and portions thereof since the organization of any Credit Party or any Subsidiary thereof are in the judgment of the Borrower adequate, and the Borrower does not anticipate any additional taxes or
assessments for any of such years. 

  
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 SECTION 7.7 Intellectual Property Matters. Each Credit Party and each Subsidiary
thereof owns or possesses rights to use all material franchises, licenses, copyrights, copyright applications, patents, patent rights or licenses, patent applications, trademarks, trademark rights, service mark, service mark rights, trade names,
trade name rights, copyrights and other rights with respect to the foregoing which are reasonably necessary to conduct its business. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation or
termination of any such rights, and no Credit Party nor any Subsidiary thereof is liable to any Person for infringement under Applicable Law with respect to any such rights as a result of its business operations. 

SECTION 7.8 Environmental Matters. Except to the extent that could not reasonably be expected, individually or in the aggregate, to
have a Material Adverse Effect: 
 (a) The properties owned, leased or operated by each Credit Party and each Subsidiary
thereof now or in the past do not contain, and to their knowledge have not previously contained, any Hazardous Materials in amounts or concentrations which constitute or constituted a violation of applicable Environmental Laws; 

(b) Each Credit Party and each Subsidiary thereof and such properties and all operations conducted in connection therewith are
in compliance, and have been in compliance, with all applicable Environmental Laws, and there is no contamination at, under or about such properties or such operations which could interfere with the continued operation of such properties or impair
the fair saleable value thereof; 
 (c) No Credit Party nor any Subsidiary thereof has received any notice of violation,
alleged violation, non-compliance, liability or potential liability regarding environmental matters, Hazardous Materials, or compliance with Environmental Laws, nor does any Credit Party or any Subsidiary
thereof have knowledge or reason to believe that any such notice will be received or is being threatened; 
 (d) Hazardous
Materials have not been transported or disposed of to or from the properties owned, leased or operated by any Credit Party or any Subsidiary thereof in violation of, or in a manner or to a location which could give rise to liability under,
Environmental Laws, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under any of such properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Laws;

 (e) No judicial proceedings or governmental or administrative action is pending, or, to the knowledge of the Borrower,
threatened, under any Environmental Law to which any Credit Party or any Subsidiary thereof is or will be named as a potentially responsible party, nor are there any consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any applicable Environmental Law with respect to any Credit Party, any Subsidiary thereof, with respect to any real property owned, leased or operated by any Credit Party or
any Subsidiary thereof or operations conducted in connection therewith; and 
 (f) There has been no release, or to its
knowledge, threat of release, of Hazardous Materials at or from properties owned, leased or operated by any Credit Party or any Subsidiary, now or in the past, in violation of or in amounts or in a manner that could give rise to liability under
applicable Environmental Laws. 
 SECTION 7.9 Employee Benefit Matters. 

(a) As of the Closing Date, no Credit Party nor any ERISA Affiliate maintains or contributes to, or has any obligation under,
any Employee Benefit Plans other than those identified on Schedule 7.9; 

  
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 (b) Each Credit Party and each ERISA Affiliate is in compliance with all
applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in
Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of
the Code has been determined by the IRS to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters but for
which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by any Credit Party or any ERISA Affiliate which remains unsatisfied for any taxes or penalties assessed with respect to
any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; 

(c) As of the Closing Date, no Pension Plan (other than the Terminated Plan) has been terminated, nor has any Pension Plan
become subject to funding based benefit restrictions under Section 436 of the Code, nor has any funding waiver from the IRS been received or requested with respect to any Pension Plan, nor has any Credit Party or any ERISA Affiliate failed to
make any contributions or to pay any amounts due and owing as required by Sections 412 or 430 of the Code, Section 302 of ERISA or the terms of any Pension Plan on or prior to the due dates of such contributions under Sections 412 or 430 of the
Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; 

(d) Except where the failure of any of the following representations to be correct could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, no Credit Party nor any ERISA Affiliate nor, to the Borrower’s knowledge, any trustee, administrator, party in interest, or fiduciary of any employee benefit plans has:
(i) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (ii) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there
are no premium payments which are due and unpaid, (iii) failed to make a required contribution or payment to a Multiemployer Plan, or (iv) failed to make a required installment or other required payment under Sections 412 or 430 of the
Code; 
 (e) No Termination Event has occurred or is reasonably expected to occur; 

(f) Except where the failure of any of the following representations to be correct could not reasonably be expected,
individually or in the aggregate, to have a Material Adverse Effect, no action, proceeding, claim (other than a benefits claim in the ordinary course of business), lawsuit and/or investigation is existing or, to its knowledge, threatened concerning
or involving (i) any employee welfare benefit plan (as defined in Section 3(1) of ERISA) currently maintained or contributed to by any Credit Party or any ERISA Affiliate, (ii) any Pension Plan or (iii) any Multiemployer Plan;

 (g) No Credit Party nor any Subsidiary thereof is a party to any contract, agreement or arrangement that could, solely as
a result of the delivery of this Agreement or the consummation of transactions contemplated hereby, result in the payment of any “excess parachute payment” within the meaning of Section 280G of the Code; and 

(h) Each Pension Plan and the ESOP comply in all material respects with all applicable requirements of ERISA, the Code and all
other applicable laws, and any and all regulations promulgated thereunder. Favorable determination letters have been received from (or an application is pending with) the Internal Revenue Service with respect to each Pension Plan which is intended
to comply with the 

  
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provisions of Section 401(a) of the Code. The ESOP has received a favorable determination letter from (or an application is pending with) the IRS that the ESOP is tax-qualified and tax exempt under Sections 401(a) and 501(a), respectively, of the Code and that the ESOP is an “employee stock ownership plan”, within the meaning of Section 4975(e)(7) of the Code.

 SECTION 7.10 Margin Stock. No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities in the
business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such term is defined or used, directly or indirectly, in Regulation U of the Board of Governors of the Federal
Reserve System). No part of the proceeds of any of the Loans will be used for purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of such Board of
Governors. Following the application of the proceeds of each Extension of Credit, not more than twenty-five percent (25%) of the value of the assets (either of the Borrower only or of the Borrower and its Subsidiaries on a Consolidated
basis) subject to the provisions of Section 9.2 or Section 9.5 or subject to any restriction contained in any agreement or instrument between the Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
in excess of the Threshold Amount will be “margin stock”. 
 SECTION 7.11 Government Regulation. No Credit Party nor any
Subsidiary thereof is an “investment company” or a company “controlled” by an “investment company” (as each such term is defined or used in the Investment Company Act) and no Credit Party nor any Subsidiary thereof is,
or after giving effect to any Extension of Credit will be, subject to regulation under the Interstate Commerce Act, or any other Applicable Law which limits its ability to incur or consummate the transactions contemplated hereby. 

SECTION 7.12 Material Contracts. Schedule 7.12 sets forth a complete and accurate list of all Material Contracts of each Credit Party
and each Subsidiary thereof in effect as of the Closing Date. Other than as set forth in Schedule 7.12, as of the Closing Date, each such Material Contract is, and after giving effect to the consummation of the transactions contemplated by
the Loan Documents will be, in full force and effect in accordance with the terms thereof. To the extent requested by the Administrative Agent, each Credit Party and each Subsidiary thereof has delivered to the Administrative Agent a true and
complete copy of each Material Contract required to be listed on Schedule 7.12 or any other Schedule hereto. As of the Closing Date, no Credit Party nor any Subsidiary thereof (nor, to its knowledge, any other party thereto) is in breach of
or in default under any Material Contract in any material respect. 
 SECTION 7.13 Employee Relations. As of the Closing Date, no
Credit Party nor any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 7.13. The Borrower knows of no pending,
threatened or contemplated strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. 

SECTION 7.14 Burdensome Provisions. The Credit Parties and their respective Subsidiaries do not presently anticipate that future
expenditures needed to meet the provisions of any statutes, orders, rules or regulations of a Governmental Authority will be so burdensome as to have a Material Adverse Effect. No Subsidiary is party to any agreement or instrument or otherwise
subject to any restriction or encumbrance that restricts or limits its ability to make dividend payments or other distributions in respect of its Equity Interests to the Borrower or any Subsidiary or to transfer any of its assets or properties to
the Borrower or any Subsidiary in each case other than existing under or by reason of the Loan Documents or Applicable Law. 

  
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 SECTION 7.15 Financial Statements. The audited and unaudited financial statements
delivered pursuant to Section 6.1(e)(i) are complete and correct and fairly present on a Consolidated basis the assets, liabilities and financial position of the Borrower and its Subsidiaries, and (to the best knowledge of the Borrower
after appropriate due diligence) Defiance and its Subsidiaries, as applicable, as at such dates, and the results of the operations and changes of financial position for the periods then ended (other than customary
year-end adjustments for unaudited financial statements and the absence of footnotes from unaudited financial statements). All such financial statements, including the related schedules and notes thereto, have
been prepared in accordance with GAAP. Such financial statements show all material indebtedness and other material liabilities, direct or contingent, of the Borrower and its Subsidiaries, and (to the best knowledge of the Borrower after appropriate
due diligence) Defiance and its Subsidiaries, as applicable, as of the date thereof, including material liabilities for taxes, material commitments, and Indebtedness, in each case, to the extent required to be disclosed under GAAP. The pro forma
financial statements delivered pursuant to Section 6.1(e)(ii) and the projections delivered pursuant to Section 6.1(e)(iii) and were prepared in good faith on the basis of the assumptions stated therein, which assumptions are
believed to be reasonable in light of then existing conditions except that such financial projections and statements shall be subject to normal year end closing and audit adjustments (it being recognized by the Lenders that projections are not to be
viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections). 

SECTION 7.16 No Material Adverse Change. Since December 31, 2017, there has been no material adverse change in the properties,
business, operations, or condition (financial or otherwise) of the Borrower and its Subsidiaries and no event has occurred or condition arisen, either individually or in the aggregate, that could reasonably be expected to have a Material Adverse
Effect. 
 SECTION 7.17 Solvency. The Credit Parties and their Subsidiaries, taken as a whole, are Solvent. 

SECTION 7.18 Title to Properties. As of the Closing Date, the real property listed on Schedule 7.18 constitutes all of the real
property that is owned, leased, subleased or used by any Credit Party or any of its Subsidiaries. Each Credit Party and each Subsidiary thereof has such title to the real property owned or leased by it as is necessary or desirable to the conduct of
its business and valid and legal title to all of its personal property and assets, except those which have been disposed of by the Credit Parties and their Subsidiaries subsequent to such date which dispositions have been in the ordinary course of
business or as otherwise expressly permitted hereunder. 
 SECTION 7.19 Litigation. Except for matters existing on the Closing Date
and set forth on Schedule 7.19, there are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of
their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected to have a Material Adverse Effect. 

SECTION 7.20 Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions. 

(a) None of (i) the Borrower, any Subsidiary, any of their respective directors, officers, or, to the knowledge of the Borrower or such
Subsidiary, any of their respective employees or Affiliates, or (ii) to the knowledge of the Borrower, any agent or representative of the Borrower or any Subsidiary that will act in any capacity in connection with or benefit from the Credit
Facility, (A) is a Sanctioned Person or currently the subject or target of any Sanctions, (B) is controlled by or is acting on behalf of a Sanctioned Person, (C) has its assets located in a Sanctioned Country, (D) is under
administrative, civil or criminal investigation for an alleged violation of, or received notice from or made a voluntary disclosure to any governmental entity regarding a possible violation of, Anti-Corruption Laws, Anti-Money Laundering Laws or
Sanctions by a governmental authority that enforces Sanctions or any Anti-Corruption Laws or Anti-Money Laundering Laws, or (E) directly or indirectly derives revenues from investments in, or transactions with, Sanctioned Persons. 

  
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 (b) [Intentionally Deleted]. 

(c) The Borrower and its Subsidiaries, each director, officer, and to the knowledge of Borrower, employee, agent and Affiliate of Borrower and
each such Subsidiary, is in compliance with all Anti-Corruption Laws, Anti-Money Laundering Laws in all material respects and applicable Sanctions. 

(d) No proceeds of any Extension of Credit have been used, directly or indirectly, by the Borrower, any of its Subsidiaries or any of its or
their respective directors, officers, employees and agents in violation of Section 8.16(c). 
 SECTION 7.21 Absence of
Defaults. No event has occurred or is continuing (a) which constitutes a Default or an Event of Default, or (b) which constitutes, or which with the passage of time or giving of notice or both would constitute, a default or
event of default by any Credit Party or any Subsidiary thereof under (i) any Material Contract or (ii) any judgment, decree or order to which any Credit Party or any Subsidiary thereof is a party or by which any Credit Party
or any Subsidiary thereof or any of their respective properties may be bound or which would require any Credit Party or any Subsidiary thereof to make any payment thereunder prior to the scheduled maturity date therefor. 

SECTION 7.22 ESOP. 
 (a)
The ESOP is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and is qualified under Section 401(a) of the Code. 

(b) The ESOP has been duly established in accordance with and under applicable law and the ESOP Trust is a
tax-exempt trust under Section 501(a) of the Code. 
 (c) The terms of the ESOP Documentation
(including the ESOP Trust) comply with the applicable provisions of Title I of ERISA and the Code. 
 (d) The shares of Equity Interests of
the Borrower are “Employer Securities,” within the meaning of Section 409(l) of the Code. 
 (e) The ESOP Trust is a duly
established and validly existing trust and the ESOP Trustee has all of the requisite powers and perform its obligations under the transaction contemplated by the ESOP Documentation. 

(f) To the Borrower’s knowledge, the ESOP Documentation is in full force and effect, and no material breach, default or waiver of any
term or provision thereof by the Borrower or, to the best knowledge of the Borrower, the ESOP Trustee, has occurred. 
 (g) None of the
assets of the Borrower or any ERISA Affiliate of the Borrower constitute, for any purpose of ERISA or Section 4975 of the Code, assets of the ESOP, any Pension Plan, or any other “plan” as defined in Section 3(3) of ERISA or
Section 4975 of the Code. 
 (h) [Intentionally Deleted]. 

  
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 (i) There are no stock options, warrants, buy-sell
agreements, shareholder agreements, voting agreements or other rights or agreements in effect with respect to the sale or purchase of, or the making of distributions with respect to, the Borrower’s stock, and there are no stock appreciation
rights, phantom stock rights, stock option plans, or other stock-based rights or deferred compensation plans or synthetic equity in effect, other than the repurchase obligations or other distribution events under the ESOP and the Stock Based Plans.

 (j) At all times since June, 1998, Mayville has had in effect and maintained a valid election to be subject to taxation under Subchapter
S of the Code, has filed all income tax returns in a manner consistent with its status as an S corporation, and has met all eligibility requirements for maintaining Subchapter S status; at all times effective on and after the Closing Date, Center
shall be eligible as and shall be and remain a Disregarded Entity. Neither Mayville, CMH, Center, Moeller nor any of their shareholders or members has taken any action, or omitted to take any action, which action or omission could result in the loss
of S Corporation status for Mayville, or (on and after the Closing Date) the Disregarded Entity status for CMH, Center or Moeller. No former shareholder of Mayville has taken any action or made any filing that would terminate Mayville’s status
as an S Corporation or Center or CMH’s status as a Disregarded Entity for federal income tax purposes and since the election date none of the Equity Interests of Mayville have been held by any person or entity that was ineligible to be an S
Corporation shareholder. The consummation of the transactions contemplated hereunder shall not adversely affect Mayville’s eligibility to elect and be treated as a validly existing S Corporation within the meaning of Sections 1361 and 1362 of
the IRC, or CMH’s, Center’s or Moeller’s eligibility to elect and be treated as a Disregarded Entity. 
 (k) [Intentionally
Deleted]. 
 (l) As of the time of the making or re-making of this representation, the then-current
plan year of the ESOP does not constitute a “nonallocation year” within the meaning of Code Section 409(p). No violation of Section 409(p) of the Code exists with respect to the ESOP, including by virtue of the actual or deemed
allocation, accrual, award, or issuance to or holding by any Person of any Equity Interests or “synthetic equity” of the Borrower (within the meaning of Section 409(p) of the Code). 

(m) The Borrower is not subject to the tax imposed by Section 4978 of the Code with respect to any “disposition” by the ESOP
Trustee of any Equity Interests of the Borrower. 
 SECTION 7.23 Senior Indebtedness Status. The Obligations of each Credit Party and
each Subsidiary thereof under this Agreement and each of the other Loan Documents ranks and shall continue to rank at least senior in priority of payment to all Subordinated Indebtedness and all senior unsecured Indebtedness of each such Person and
is designated as “Senior Indebtedness” under all instruments and documents, now or in the future, relating to all Subordinated Indebtedness and all senior unsecured Indebtedness for borrowed money of such Person. 

SECTION 7.24 Disclosure. The Borrower and its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which any Credit Party and any Subsidiary thereof are subject, and all other matters known to them, that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. No financial statement, material report, material certificate or other material information furnished (whether in writing or orally) by or on behalf of any Credit Party or any Subsidiary thereof to the Administrative Agent or any
Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished), taken together as a whole, contains any untrue statement of
a material 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, 

  
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not misleading; provided that, with respect to projected financial information, pro forma financial information, estimated financial information and other projected or estimated
information, such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being recognized by the Lenders that projections are not to be viewed as facts and that the actual results during the period or
periods covered by such projections may vary from such projections). As of the Closing Date, all of the information included in the Beneficial Ownership Certification is true and correct. 

ARTICLE VIII 
 AFFIRMATIVE
COVENANTS 
 Until all of the Obligations (other than contingent indemnification obligations not then due) have been paid and satisfied in
full in cash, and the Commitments terminated, each Credit Party will, and will cause each of its Subsidiaries to: 
 SECTION 8.1 Financial
Statements and Budgets. Deliver to the Administrative Agent, in form and detail satisfactory to the Administrative Agent (which shall promptly make such information available to the Lenders in accordance with its customary practice): 

(a) Annual Financial Statements. As soon as practicable and in any event within one hundred twenty (120) days after
the end of each Fiscal Year (commencing with the Fiscal Year ended December 31, 2018), an audited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such Fiscal Year and audited Consolidated statements of
income, retained earnings and cash flows including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding Fiscal Year and prepared in accordance with GAAP and,
if applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the year. Such annual financial statements shall be audited by an
independent certified public accounting firm of recognized national standing acceptable to the Administrative Agent, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted
auditing standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the scope of such audit or with respect to accounting principles followed by the Borrower or any of its
Subsidiaries not in accordance with GAAP. 
 (b) Monthly Financial Statements. As soon as practicable and in any
event within thirty (30) days after the end of fiscal month, an unaudited Consolidated balance sheet of the Borrower and its Subsidiaries as of the close of such fiscal month and unaudited Consolidated statements of income, retained earnings
and cash flows, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding Fiscal Year and prepared by the Borrower in accordance with GAAP and, if
applicable, containing disclosure of the effect on the financial position or results of operations of any change in the application of accounting principles and practices during the period, and certified by the chief financial officer of the
Borrower to present fairly in all material respects the financial condition of the Borrower and its Subsidiaries on a Consolidated basis as of their respective dates and the results of operations of the Borrower and its Subsidiaries for the
respective periods then ended, subject to normal year-end adjustments and the absence of footnotes. 

  
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 (c) Annual Business Plan and Budget. As soon as practicable and in
any event within ninety (90) days after the end of each Fiscal Year, a business plan and operating and capital budget of the Borrower for the ensuing four (4) fiscal quarters, such plan to be prepared in accordance with GAAP and to
include, on a quarterly basis, the following: a quarterly operating and capital budget, a projected income statement, statement of cash flows and balance sheet, calculations demonstrating projected compliance with the financial covenants set forth
in Section 9.15 and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the key assumptions and drivers with respect to such budget. 

SECTION 8.2 Certificates; Other Reports. Deliver to the Administrative Agent (which shall promptly make such information available to
the Lenders in accordance with its customary practice): 
 (a) at each time financial statements are delivered pursuant to
Sections 8.1(a) or (b) that are delivered as of the end of the fiscal month that is also the end of a fiscal quarter of the Borrower, a duly completed Officer’s Compliance Certificate signed by the chief executive officer, chief financial
officer, treasurer or controller of the Borrower; 
 (b) promptly upon receipt thereof, copies of all reports, if any,
submitted to any Credit Party, any Subsidiary thereof or any of their respective boards of directors by their respective independent public accountants in connection with their auditing function, including, without limitation, any management report
and any management responses thereto; 
 (c) promptly after the furnishing thereof, copies of any statement or report
furnished to any holder of Indebtedness of any Credit Party or any Subsidiary thereof in excess of $2,500,000 pursuant to the terms of any indenture, loan or credit or similar agreement; 

(d) promptly after the assertion or occurrence thereof, notice of any action or proceeding against or of any noncompliance by
any Credit Party or any Subsidiary thereof with any Environmental Law that could (i) reasonably be expected to have a Material Adverse Effect or (ii) cause any Property described in the Mortgages to be subject to any restrictions on
ownership, occupancy, use or transferability under any Environmental Law; 
 (e) promptly upon the request thereof, such
other information and documentation required by bank regulatory authorities under applicable Anti-Money Laundering Laws (including, without limitation, any applicable “know your customer” rules and regulations and the PATRIOT Act), as from
time to time reasonably requested by the Administrative Agent or any Lender; 
 (f) concurrently with the furnishing thereof,
any material written notice, statement or report furnished to the Senior Agent, any Senior Lender or any holder of any of the Subordinated Indebtedness, each in its capacity as such which is not otherwise required to be delivered hereto; and 

(g) such other information regarding the operations, business affairs and financial condition of any Credit Party or any
Subsidiary thereof as the Administrative Agent or any Lender may reasonably request. 
 SECTION 8.3 Notice of Litigation and Other
Matters. Promptly (but in no event later than ten (10) days after any Responsible Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to
the Lenders in accordance with its customary practice): 
 (a) the occurrence of any Default or Event of Default; 

  
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 (b) the commencement of all proceedings and investigations by or before any
Governmental Authority and all actions and proceedings in any court or before any arbitrator against or involving any Credit Party or any Subsidiary thereof or any of their respective properties, assets or businesses; 

(c) any notice of any violation received by any Credit Party or any Subsidiary thereof from any Governmental Authority including, without
limitation, any notice of violation of Environmental Laws; 
 (d) any labor controversy that has resulted in, or threatens to result in, a
strike or other work action against any Credit Party or any Subsidiary thereof; 
 (e) any attachment, judgment, lien, levy or order
exceeding $2,500,000 that may be assessed against or threatened against any Credit Party or any Subsidiary thereof; 
 (f) any event which
constitutes or which with the passage of time or giving of notice or both would constitute a default or event of default under any Material Contract to which the Borrower or any of its Subsidiaries is a party or by which the Borrower or any
Subsidiary thereof or any of their respective properties may be bound; 
 (g) (i) any unfavorable determination letter from the IRS regarding
the qualification of an Employee Benefit Plan under Section 401(a) of the Code (along with a copy thereof), (ii) all notices received by any Credit Party or any ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have
a trustee appointed to administer any Pension Plan, (iii) all notices received by any Credit Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to
Section 4202 of ERISA and (iv) the Borrower obtaining knowledge or reason to know that any Credit Party or any ERISA Affiliate has filed or intends to file a notice of intent to terminate any Pension Plan under a distress termination
within the meaning of Section 4041(c) of ERISA; 
 (h) any event which would give rise to (i) the loss of the tax qualification of
the ESOP, (ii) the loss of the ESOP’s status as an employee stock ownership plan under Section 4975(e)(7) of the Code, or (iii) the loss of the tax-exempt status of the ESOP Trust, other
than, in any case, an event which is eligible for and is corrected under the self-correction procedures of the Internal Revenue Service’s voluntary compliance resolution program; 

(i) any material non-exempt prohibited transaction or Code Section 409(p) violation that has
occurred (or been alleged to occur by the Internal Revenue Service, the Department of Labor, or the ESOP Trustee) with respect to the ESOP or to any other employee benefit plan, or that the Internal Revenue Service of the Department of Labor or any
other Governmental Authority is investigating, or otherwise reviewing, whether any such material non-exempt prohibited transaction or Code Section 409(p) violation might have occurred (excluding routine
audits not covered by subsection (i) below in which such issues have not been identified); 
 (j) receipt by the Borrower of notice of
any audit, investigation, litigation or inquiry by the Department of Labor or the Internal Revenue Service relating to the ESOP, which could reasonably be expected to subject the Borrower to liability that could reasonably be expected to result in a
Material Adverse Effect; 
 (k) any event that would give rise to the Borrower’s failure to qualify as and be taxed as an “S
corporation” as defined in Section 1361 of the Code (or otherwise fail to be treated as a pass through entity for income tax purposes) at all times; 

  
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 (l) any plans by the Borrower to terminate the ESOP; and 

(m) any event which makes any of the representations set forth in Article VII that is subject to materiality or
Material Adverse Effect qualifications inaccurate in any respect or any event which makes any of the representations set forth in Article VII that is not subject to materiality or Material Adverse Effect qualifications inaccurate in any
material respect. 
 Each notice pursuant to Section 8.3 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 propose to take with respect thereto. Each notice pursuant to Section 8.3(a) shall describe with particularity any
and all provisions of this Agreement and any other Loan Document that have been breached. 
 SECTION 8.4 Preservation of Corporate
Existence and Related Matters. Except as permitted by Section 9.4, preserve and maintain its separate corporate existence or equivalent form and all rights, franchises, licenses and privileges necessary to the conduct of its
business, and qualify and remain qualified as a foreign corporation or other entity and authorized to do business in each jurisdiction where the nature and scope of its activities require it to so qualify under Applicable Law, and failure to so
qualify could reasonably be expected to have a Material Adverse Effect. 
 SECTION 8.5 Maintenance of Property and Licenses. 

(a) Protect and preserve all Properties necessary in and material to its business, including copyrights, patents, trade names,
service marks and trademarks; maintain in good working order and condition, ordinary wear and tear excepted, all buildings, equipment and other tangible real and personal property; and from time to time make or cause to be made all repairs, renewals
and replacements thereof and additions to such Property necessary for the conduct of its business, so that the business carried on in connection therewith may be conducted in a commercially reasonable manner. 

(b) Maintain, in full force and effect in all material respects, each and every material license, permit, certification,
qualification, approval or franchise issued by any Governmental Authority required for each of them to conduct their respective businesses as presently conducted. 

SECTION 8.6 Insurance. Maintain insurance with financially sound and reputable insurance companies against at least such risks and in
at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security Documents (including, without limitation, hazard and business interruption insurance). All such
insurance shall, (a) provide that no cancellation or material modification thereof shall be effective until at least 30 days after receipt by the Administrative Agent of written notice thereof, (b) name the Administrative Agent as
an additional insured party thereunder and (c) in the case of each casualty insurance policy, name the Administrative Agent as lender’s loss payee or mortgagee, as applicable. On the Closing Date and from time to time thereafter
deliver to the Administrative Agent upon its request information in reasonable detail as to the insurance then in effect, stating the names of the insurance companies, the amounts and rates of the insurance, the dates of the expiration thereof and
the properties and risks covered thereby. Without limiting the foregoing, the Borrower shall and shall cause each appropriate Credit Party to (i) maintain, if available, fully paid flood hazard insurance on all real property that is
located in a special flood hazard area and that is subject to a Mortgage, on such terms and in such amounts as required by The National Flood Insurance Reform Act of 1994 or as otherwise required by the Administrative Agent, (ii) furnish
to the Administrative Agent evidence of renewal (and payment of renewal premiums therefor) of all such policies prior to the expiration or lapse thereof, and (iii) furnish to the Administrative Agent prompt written notice of any
redesignation of any such improved real property into or out of a special flood hazard area. 

  
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 SECTION 8.7 Accounting Methods and Financial Records. Maintain a system of
accounting, and keep proper books, records and accounts (which shall be accurate and complete in all material respects) as may be required or as may be necessary to permit the preparation of financial statements in accordance with GAAP and in
compliance with the regulations of any Governmental Authority having jurisdiction over it or any of its Properties. 
 SECTION 8.8
Payment of Taxes and Other Obligations. Pay and perform (a) all taxes, assessments and other governmental charges that may be levied or assessed upon it or any of its Property and (b) all other Indebtedness, obligations and
liabilities in accordance with customary trade practices; provided, that the Borrower or such Subsidiary may contest any item described in clause (a) of this Section in good faith so long as adequate reserves are maintained with
respect thereto in accordance with GAAP. 
 SECTION 8.9 Compliance with Laws and Approvals. Observe and remain in compliance in all
material respects with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business. 

SECTION 8.10 Environmental Laws. In addition to and without limiting the generality of Section 8.9, (a) comply with, and
ensure such compliance by all tenants and subtenants with all applicable Environmental Laws and obtain and comply with and maintain, and ensure that all tenants and subtenants, if any, obtain and comply with and maintain, any and all licenses,
approvals, notifications, registrations or permits required by applicable Environmental Laws and (b) conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under
Environmental Laws, and promptly comply with all lawful orders and directives of any Governmental Authority regarding Environmental Laws. 

SECTION 8.11 Compliance with ERISA. In addition to and without limiting the generality of Section 8.9, (a) except where the
failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) comply with applicable provisions of ERISA, the Code and the regulations and published interpretations
thereunder with respect to all Employee Benefit Plans, (ii) not take any action or fail to take action the result of which could reasonably be expected to result in a liability to the PBGC or to a Multiemployer Plan,
(iii) not participate in any prohibited transaction that could result in any civil penalty under ERISA or tax under the Code and (iv) operate each Employee Benefit Plan in such a manner that will not incur any tax liability
under Section 4980B of the Code or any liability to any qualified beneficiary as defined in Section 4980B of the Code and (b) furnish to the Administrative Agent upon the Administrative Agent’s request such additional information
about any Employee Benefit Plan as may be reasonably requested by the Administrative Agent. 
 SECTION 8.12 Compliance with Material
Agreements. Comply in all respects with, and maintain in full force and effect, each Material Agreement; provided, that the Borrower or any such Subsidiary may contest the terms and conditions of any such Material Agreement in good faith
through applicable proceedings so long as adequate reserves are maintained in accordance with GAAP. 
 SECTION 8.13 Visits and
Inspections. Permit representatives of the Administrative Agent or any Lender, from time to time upon prior reasonable notice and at such times during normal business hours, all at the expense of the Borrower, to visit and inspect its
properties; inspect, audit and make extracts from its books, records and files, including, but not limited to, management letters prepared by independent accountants; and discuss with its principal officers, and its independent accountants, its
business, assets, liabilities, financial condition, results of operations and business prospects; provided that excluding any 

  
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such visits and inspections during the continuation of an Event of Default, the Administrative Agent shall not exercise such rights more often than one (1) time during any calendar year at
the Borrower’s expense; provided further that upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or any Lender may do any of the foregoing at the expense of the Borrower at any time without
advance notice. Upon the request of the Administrative Agent or the Required Lenders, participate in a meeting of the Administrative Agent and Lenders once during each Fiscal Year, which meeting will be held at the Borrower’s corporate offices
(or such other location as may be agreed to by the Borrower and the Administrative Agent) at such time as may be agreed by the Borrower and the Administrative Agent. 

SECTION 8.14 Additional Subsidiaries . 

(a) Additional Domestic Subsidiaries. Promptly notify the Administrative Agent of the creation or acquisition of any
Domestic Subsidiary and, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to
(i) become a Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose,
(ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Domestic Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable
Security Document or such other document as the Administrative Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document, (iii) deliver to the Administrative Agent such opinions,
documents and certificates referred to in Section 6.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Administrative Agent such original certificated
Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the
Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory
to the Administrative Agent. 
 (b) Additional Foreign Subsidiaries. Notify the Administrative Agent promptly after
any Person becomes a First Tier Foreign Subsidiary, and promptly thereafter (and, in any event, within forty five (45) days after such notification, as such time period may be extended by the Administrative Agent in its sole discretion),
cause (i) the applicable Credit Party to deliver to the Administrative Agent Security Documents pledging sixty-five percent (65%) of the total outstanding voting Equity Interests (and one hundred
percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if
applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the Applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together
with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such Person to deliver to the Administrative Agent such opinions, documents and certificates referred to in
Section 6.1 as may be reasonably requested by the Administrative Agent, (iii) such Person to deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with
regard to such Person and (iv) such Person to deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the
Administrative Agent. 

  
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 (c) Real Property Collateral. (i) Promptly after the acquisition
of any owned real property by any Credit Party that is not subject to the existing Security Documents (and, in any event, within ten (10) days after such acquisition, as such time period may be extended by the Administrative Agent in its
sole discretion), notify the Administrative Agent and (ii) promptly thereafter (and in any event, within sixty (60) days of such acquisition (as such time period may be extended by the Administrative Agent, or such requirement is waived by
the Administrative Agent, in each case in its sole discretion), deliver a Mortgage and title insurance policies, environmental reports, flood hazard determinations, flood insurance, surveys and other documents reasonably requested by the
Administrative Agent in connection with granting and perfecting a second priority Lien, subject only to Permitted Liens, on such real property in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, all in form and
substance acceptable to the Administrative Agent. 
 SECTION 8.15 Depository Bank. Within one hundred twenty (120) days
after the Closing Date, the Borrower will, and will cause each Subsidiary to, maintain its primary cash management relationship and all of its other depository and other accounts with the Senior Agent, including its operating, collection and
disbursement accounts for the conduct of its business. Notwithstanding the foregoing, the Borrower may maintain its ESOP accounts and Pension Accounts with another financial institution. 

SECTION 8.16 Use of Proceeds. 

(a) The Borrower shall use the proceeds of the Loans to restructure the outstanding loans under the Existing Credit Agreement
on the Closing Date and to partially finance the Defiance Acquisition and for the payment of fees and expenses incurred in connection with the Defiance Acquisition and the closing of the Credit Facility and for ongoing working capital
and for other general corporate purposes of the Borrower and its Subsidiaries. 
 (b) [reserved]. 

(c) The Borrower will not request any Extension of Credit, and the Borrower shall not use, and shall ensure that its
Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Extension of Credit, directly or indirectly, (i) in furtherance of an offer, payment, promise to pay, or authorization of the
payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person,
or in any Sanctioned Country, or (iii) in any manner that would result in the violation of any Sanctions applicable to any party hereto. 

SECTION 8.17 ESOP. The Borrower will: (a) take all actions necessary to preserve the existence of the ESOP and maintain its
tax-qualified status under Sections 401(a) and 501(a), respectively, of the Code and the ESOP’s status as an employee stock ownership plan; (b) administer the ESOP in material compliance with
the terms of the ESOP and the provisions of the Code and ERISA, as applicable to the ESOP and make any remedial amendments required by the IRS within the time period allowed for the amendments; (c) provide the Administrative Agent (with
copies sufficient for each Lender) with an updated repurchase liability study with respect to the ESOP, in form and detail reasonably acceptable to the Administrative Agent, on an annual basis (within ten (10) days of the Borrower’s
receipt of the same) and, if such studies and analyses are obtained more frequently than annually, as soon as reasonably practical after they are available to the Borrower; (d) within 15 days after timely filing Form 5500 for the ESOP,
deliver to Administrative Agent the consolidated (and if required under ERISA, audited) financial statements of the ESOP prepared and presented in accordance with GAAP, (e) deliver to the Administrative Agent (with copies sufficient for
each Lender) a report of compliance and projected compliance testing for 

  
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Code Section 409(p) for the ESOP, prepared in a manner and in form and substance reasonably satisfactory to the Administrative Agent, annually and if there are or would be any
disqualified persons, prior to any event that might reasonably be expected to impact the analysis (including but not limited to issuance of deferred compensation, stock options, SARs, or other synthetic equity) and (f) within one hundred
twenty (120) days after the end of each fiscal year of the Borrower (or, if later, within ten (10) days of Borrower’s receipt), provide to the Administrative Agent (with copies sufficient for each Lender) a copy of the
annual valuation report prepared for the ESOP for such fiscal year. 
 SECTION 8.18 Compliance with Anti-Corruption Laws; Beneficial
Ownership Regulation, Anti-Money Laundering Laws and Sanctions. The Borrower will (a) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and its respective
directors, officers, employees and agents with all Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions, (b) notify the Administrative Agent and each Lender that previously received a Beneficial Ownership
Certification of any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified therein and (c) promptly upon the reasonable request of the
Administrative Agent or any Lender, provide the Administrative Agent or such Lender, as the case may be, any information or documentation requested by it for purposes of complying with the Beneficial Ownership Regulation. 

SECTION 8.19 Further Assurances. 

(a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions
(including the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions
contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Credit Parties. The Borrower
also agrees to provide to the Administrative Agent, from time to time upon the reasonable request by the Administrative Agent, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Security Documents. The Borrower agrees that it will not, and will not permit any Guarantor to, grant a Lien on any Property which is included in the definition of Collateral to secure the Senior Debt without
contemporaneously granting to the Administrative Agent, as security for the Indebtedness, a second priority, perfected Lien (subject only to Permitted Liens) on the same Property pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent. The Borrower will cause any Subsidiary guaranteeing the Senior Debt that is not guaranteeing the Indebtedness to contemporaneously become a Guarantor by executing and delivering a joinder hereto in form and
substance reasonably satisfactory to the Administrative Agent. 
 (b) If requested by the Administrative Agent or any Lender
(through the Administrative Agent), promptly furnish to the Administrative Agent and each Lender a statement in conformity with the requirements of FR Form G-3 or FR Form
U-1, as applicable. 
 SECTION 8.20 Post-Closing Matters. Execute and deliver the documents,
take the actions and complete the tasks set forth on Schedule 8.20, in each case within the applicable corresponding time limits specified on such schedule. 

SECTION 8.21 Lender Meetings. Not more than once each quarter (provided that, if an Event of Default exists, the Administrative
Agent or Required Lenders may request such meetings more frequently in their sole discretion), if requested by the Administrative Agent or Required Lenders, the 

  
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Borrower will conduct a meeting of Lenders (by telephone conference) to discuss the most recently reported financial results and the financial condition of Credit Parties and their Subsidiaries,
at which there shall be present a Responsible Officer and such other officers of the Credit Parties as may be reasonably requested to attend by Required Lenders, such request or requests to be made at a reasonable time prior to the scheduled date of
such meeting. Such meetings shall be held on a date and at a time convenient to the Administrative Agent, Lenders and to Borrowers and all costs incurred for the holding of such meeting, including costs incurred in relation to the attendance of the
Administrative Agent and Lenders, shall be borne by the Borrowers. 
 SECTION 8.22 Real Property Collateral. Subject to
Section 8.22(g) below, within one hundred twenty (120) days after the Closing Date (or such later date as the Administrative Agent shall agree in its sole discretion), the Borrower shall deliver to the Administrative Agent a
Mortgage and all of the real estate collateral documents set forth below, each of which shall be in form and substance acceptable to the Administrative Agent, for each parcel of owned real property owned by any Credit Party, including, without
limitation, the real property listed on Schedule 7.18 that is owned by any Credit Party or any of its Subsidiaries (collectively, the “Owned Real Property”): 

(a) Title Insurance. The Administrative Agent shall have received a ALTA mortgagee title insurance policy, insuring the
second priority Lien of the Administrative Agent, for the benefit of the Secured Parties, and showing no Liens prior to such Liens other than for the Liens granted in respect of the Senior Mortgages and ad valorem taxes not yet due and payable, on
all Owned Real Property; provided that the title insurance company shall be the same title insurance company as that used by the Senior Agent in connection with the Senior Mortgages. The Administrative Agent shall have also received customary
affidavits and indemnities as may be required or necessary to obtain such title insurance, which shall be consistent in all material respects with the affidavits and indemnities delivered in connection with the Senior Mortgages. 

(b) Title Exceptions. The Administrative Agent shall have received copies of all recorded documents creating exceptions to the
title policy referred to in Section 8.22(a). 
 (c) Matters Relating to Flood Hazard Properties. With
respect to each parcel of real property subject to a Mortgage, the Administrative Agent shall have received (A) a “life of loan” flood hazard certification from the National Research Center, or any successor agency thereto and,
(B) if such parcel of real property is located in a special flood hazard area: 
 (i) notices to (and confirmation of
receipt by) the Borrower as to the existence of a special flood hazard and, if applicable, the unavailability of flood hazard insurance under the National Flood Insurance Program because the community does not participate in the National Flood
Insurance Program; and 
 (ii) to the extent flood hazard insurance is available in the community in which the real property
is located, a copy of one of the following: (w) the flood hazard insurance policy, (x) the Borrower’s application for a flood hazard insurance policy, together with proof of payment of the premium associated therewith, (y) a
declaration page confirming that flood hazard insurance has been issued to the Borrower or (z) such other evidence of flood hazard insurance satisfactory to the Administrative Agent. 

  
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 (d) Surveys. The Administrative Agent shall have received copies of
ALTA surveys of a recent date of each parcel of real property subject to a Mortgage certified as of a recent date by a registered engineer or land surveyor. Each such survey shall be accompanied by an affidavit of an authorized signatory of the
owner of such property stating that there have been no improvements or encroachments to the property since the date of the respective survey such that the existing survey is no longer accurate. Such survey shall show the area of such property, all
boundaries of the land with courses and distances indicated, including chord bearings and arc and chord distances for all curves, and shall show dimensions and locations of all easements, private drives, roadways, and other facts materially
affecting such property, and shall show such other details as the Administrative Agent may reasonably request, including, without limitation, any encroachment (and the extent thereof in feet and inches) onto the property or by any of the
improvements on the property upon adjoining land or upon any easement burdening the property; any improvements, to the extent constructed, and the relation of the improvements by distances to the boundaries of the property, to any easements
burdening the property, and to the established building lines and the street lines; and if improvements are existing, (A) a statement of the number of each type of parking space required by Applicable Laws, ordinances, orders, rules,
regulations, restrictive covenants and easements affecting the improvement, and the number of each such type of parking space provided, and (B) the locations of all utilities serving the improvement. 

(e) Environmental Assessments. The Administrative Agent shall have received a Phase I environmental assessment and
such other environmental report reasonably requested by the Administrative Agent regarding each parcel of real property subject to a Mortgage by an environmental engineering firm acceptable to the Administrative Agent showing no environmental
conditions in violation of Environmental Laws or liabilities under Environmental Laws, either of which could reasonably be expected to have a Material Adverse Effect. 

(f) Other Real Property Information. The Administrative Agent shall have received such other certificates, documents and
information as are reasonably requested by the Lenders, including, without limitation, landlord agreements/waivers, engineering and structural reports, permanent certificates of occupancy and evidence of zoning compliance, each in form and substance
satisfactory to the Administrative Agent. 
 (g) Senior Mortgages. The Mortgages, real estate collateral documents and
related deliverables set forth above shall be consistent in all material respects with Senior Mortgages, real estate collateral documents and related deliverables delivered to the Senior Agent pursuant to the Senior Credit Agreement, and shall
include affidavits and indemnities consistent in all material respects with those delivered in connection with the Senior Mortgages. The Mortgages and real estate collateral documents set forth above shall be subject to the Subordination Agreement.

 ARTICLE IX 
 NEGATIVE
COVENANTS 
 Until all of the Obligations (other than contingent, indemnification obligations not then due) have been paid and satisfied in
full in cash, and the Commitments terminated, the Credit Parties will not, and will not permit any of their respective Subsidiaries to. 

SECTION 9.1 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: 

(a) the Obligations; 

(b) Indebtedness owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange
rate or commodity price risks and not for speculative purposes; 

  
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 (c) Indebtedness existing on the Closing Date and listed on Schedule
9.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; 

(d) Capital Lease Obligations and Indebtedness incurred in connection with purchase money Indebtedness in an aggregate amount
not to exceed $5,500,000 at any time outstanding; 
 (e) Indebtedness owing under the Senior Debt Documents; 

(f) Guarantees with respect to Indebtedness permitted pursuant to subsections (a) through (e), (j) and (k) of this
Section; 
 (g) unsecured intercompany Indebtedness: 

(i) owed by any Credit Party to another Credit Party; 

(ii) owed by any Credit Party to any Non-Guarantor Subsidiary (provided that
such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent); owed by any Non-Guarantor Subsidiary to any other
Non-Guarantor Subsidiary; 
 (h) Indebtedness arising from the honoring by a bank or
other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; 

(i) Subordinated Indebtedness of the Borrower and its Subsidiaries; 

(j) Indebtedness under bid bonds, performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or
with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; 

(k) Indebtedness which arises in connection with a sale of accounts receivable permitted by Section 9.12; provided
that such Indebtedness complies with the terms of Section 9.12; 
 (l) Indebtedness owed to any person providing
workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such person, in each case incurred in the ordinary course of
business; and 
 (m) Indebtedness in an aggregate principal amount not exceeding $550,000 at any time outstanding. 

Notwithstanding the provisions of this Section 9.1, Borrower will not, and Borrower will not allow any other Credit Party to, incur,
create, assume or permit to exist any Indebtedness that is both (x) contractually subordinate in right of payment to any Senior Debt and (y) senior in right of payment to the Obligations. For purposes of the immediately
preceding sentence, no Indebtedness shall be considered to be senior to the Obligations solely by virtue of (a) being secured (but only to the extent such security is not otherwise prohibited by Section 9.2 and then only to
the extent of such security) or (b) by operation of a “waterfall” provision in the Senior Debt Documents. It is agreed and understood that the provisions of this paragraph shall not apply to any Indebtedness that constitutes
Senior Debt. 

  
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 SECTION 9.2 Liens. Create, incur, assume or suffer to exist, any Lien on or with respect to
any of its Property, whether now owned or hereafter acquired, except: 
 (a) Liens created pursuant to the Loan Documents;

 (b) Liens in existence on the Closing Date and described on Schedule 9.2, and the replacement, renewal or extension
thereof (including Liens incurred, assumed or suffered to exist in connection with any refinancing, refunding, renewal or extension of Indebtedness permitted pursuant to Section 9.1(c) (solely to the extent that such Liens were in
existence on the Closing Date and described on Schedule 9.2)); provided that the scope of any such Lien shall not be increased, or otherwise expanded, to cover any additional property or type of asset, as applicable, beyond that in
existence on the Closing Date, except for products and proceeds of the foregoing; 
 (c) Liens for taxes, assessments and
other governmental charges or levies (excluding any Lien imposed pursuant to any of the provisions of ERISA or Environmental Laws) (i) not yet due or as to which the period of grace (not to exceed thirty (30) days), if any, related thereto
has not expired or (ii) which are being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP; 

(d) the claims of materialmen, mechanics, carriers, warehousemen, processors or landlords for labor, materials, supplies or
rentals incurred in the ordinary course of business, which (i) are not overdue for a period of more than thirty (30) days, or if more than thirty (30) days overdue, no action has been taken to enforce such Liens and such Liens are
being contested in good faith and by appropriate proceedings if adequate reserves are maintained to the extent required by GAAP and (ii) do not, individually or in the aggregate, materially impair the use thereof in the operation of the
business of the Borrower or any of its Subsidiaries; 
 (e) deposits or pledges made in the ordinary course of business in
connection with, or to secure payment of, obligations under workers’ compensation, unemployment insurance and other types of social security or similar legislation, or to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety bonds (other than bonds related to judgments or litigation), performance bonds and other obligations of a like nature incurred in the ordinary course of business, in each case, so long as no foreclosure
sale or similar proceeding has been commenced with respect to any portion of the Collateral on account thereof; 
 (f)
encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property, which in the aggregate are not substantial in amount and which do not, in any case, detract from the value of such
property or impair the use thereof in the ordinary conduct of business; 
 (g) Liens arising from the filing of precautionary
UCC financing statements relating solely to personal property leased pursuant to operating leases entered into in the ordinary course of business of the Borrower and its Subsidiaries; 

(h) Liens securing Indebtedness permitted under Section 9.1(d); provided that (i) such Liens
shall be created within one hundred twenty (120) days of the acquisition, repair, construction, improvement or lease, as applicable, of the related Property, (ii) such Liens do not at any time encumber any property other than
the Property financed or improved by such Indebtedness, (iii) the amount of Indebtedness secured thereby is not increased and (iv) the principal amount of Indebtedness secured by any such Lien shall at no time exceed one
hundred percent (100%) of the original price for the purchase, repair, construction, improvement or lease amount (as applicable) of such Property at the time of purchase, repair, construction, improvement or lease (as applicable); 

  
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 (i) Liens securing judgments for the payment of money not constituting an
Event of Default under Section 10.1(m) or securing appeal or other surety bonds relating to such judgments; 

(j) Liens which arise in connection with a sale of accounts receivable permitted by Section 9.12; 

(k) (i) Liens of a collecting bank arising in the ordinary course of business under
Section 4-210 of the Uniform Commercial Code in effect in the relevant jurisdiction and (ii) Liens of any depositary bank in connection with statutory, common law and contractual rights of setoff and
recoupment with respect to any deposit account of the Borrower or any Subsidiary thereof; 
 (l) contractual or statutory
Liens of landlords to the extent relating to the property and assets relating to any lease agreements with such landlord; 

(m) Liens securing the Senior Debt to the extent the same are permitted by and subject to the Subordination Agreement; and 

(n) Liens securing Indebtedness and other obligations in an aggregate amount not exceeding $550,000 at any time outstanding.

 SECTION 9.3 Investments. Make any Investment, except: 

(a) (i) Investments existing on the Closing Date in Subsidiaries existing on the Closing Date; 

(ii) Investments existing on the Closing Date (other than Investments in Subsidiaries existing on the Closing Date) and
described on Schedule 9.3; 
 (iii) Investments made after the Closing Date by any Credit Party in any other Credit
Party; 
 (iv) Investments made after the Closing Date by any Non-Guarantor
Subsidiary in any other Non-Guarantor Subsidiary; and 
 (v) Investments made after
the Closing Date by any Non-Guarantor Subsidiary in any Credit Party; 
 (b)
Investments in cash and Cash Equivalents; 
 (c) Investments by the Borrower or any of its Subsidiaries consisting of Capital
Expenditures permitted by this Agreement; 
 (d) deposits made in the ordinary course of business to secure the performance
of leases or other obligations as permitted by Section 9.2; 
 (e) Hedge Agreements permitted pursuant to
Section 9.1; 
 (f) purchases of assets in the ordinary course of business; 

  
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 (g) credit extended to customers in the ordinary course of business; 

(h) Investments in the form of loans and advances to officers, directors and employees in the ordinary course of business in an
aggregate amount not to exceed at any time outstanding $550,000 (determined without regard to any write-downs or write-offs of such loans or advances); 

(i) the Defiance Acquisition; and 

(j) acquisitions of all or substantially all of the Equity Interests or all or substantially all of the assets of another
Person; provided that (i) both before and after giving effect to any such acquisition no Default or Event of Default exists or results therefrom and (ii) the Borrower has furnished to the Administrative Agent an
Officer’s Compliance Certificate dated as of the effective date of such acquisition showing that both immediately before and after giving effect to such acquisition the Consolidated Adjusted Total Leverage Ratio on a consolidated basis does not
exceed 2.25 to 1.0. 
 For purposes of determining the amount of any Investment outstanding for purposes of this Section 9.3, such amount shall
be deemed to be the amount of such Investment when made, purchased or acquired (without adjustment for subsequent increases or decreases in the value of such Investment) less any amount realized in respect of such Investment upon the sale,
collection or return of capital (not to exceed the original amount invested). 
 SECTION 9.4 Fundamental Changes. 

(a) Borrower will not, nor will it permit any Subsidiary to, merge into or consolidate with any other Person, or permit any
other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its assets, or all or substantially all of the stock of any of its
Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing (i) any
Subsidiary may merge into the Borrower in a transaction in which the Borrower is the surviving corporation, (ii) any Subsidiary may merge into any Subsidiary in a transaction in which the surviving entity is a Subsidiary or (iii) any
Subsidiary may sell, transfer, lease or otherwise dispose of its assets to the Borrower or to another Subsidiary; 
 (b)
Borrower will not, nor will it permit any Subsidiary to, engage in any business other than the businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof, and businesses reasonably related thereto; and 

(c) Other than pursuant to an IPO, the terms of which are reasonably satisfactory to the Administrative Agent, 100% of
Mayville’s Equity Interests shall at all times remain owned by the ESOP or another employee stock ownership plan to which the Borrower’s Equity Interests are issued. 

SECTION 9.5 Asset Dispositions. Make any Asset Disposition except: 

(a) the sale of inventory in the ordinary course of business; 

(b) the transfer of assets to the Borrower or any Subsidiary Guarantor pursuant to any other transaction permitted pursuant to
Section 9.4; 
 (c) the write-off, discount, sale or other disposition of
defaulted or past-due receivables and similar obligations in the ordinary course of business and not undertaken as part of an accounts receivable financing transaction; 

  
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 (d) the disposition of any Hedge Agreement; 

(e) dispositions of Investments in cash and Cash Equivalents; 

(f) the transfer by any Credit Party of its assets to any other Credit Party; 

(g) the transfer by any Non-Guarantor Subsidiary of its assets to any Credit Party
(provided that in connection with any new transfer, such Credit Party shall not pay more than an amount equal to the fair market value of such assets as determined in good faith at the time of such transfer); 

(h) the transfer by any Non-Guarantor Subsidiary of its assets to any other Non-Guarantor Subsidiary 
 (i) non-exclusive
licenses and sublicenses of intellectual property rights in the ordinary course of business not interfering, individually or in the aggregate, in any material respect with the conduct of the business of the Borrower and its Subsidiaries; 

(j) leases, subleases, licenses or sublicenses of real or personal property granted by the Borrower or any of its Subsidiaries
to others in the ordinary course of business not detracting from the value of such real or personal property or interfering in any material respect with the business of the Borrower or any of its Subsidiaries; 

(k) sales of accounts receivable permitted by Section 9.12; 

(l) the sale of obsolete, worn-out or surplus assets no longer used or usable in the
business of the Borrower or any of its Subsidiaries; provided that the requirements of Section 4.4(b) are complied with in connection therewith; 

(m) Asset Dispositions in connection with Insurance and Condemnation Events; provided that the requirements of
Section 4.4(b) are complied with in connection therewith; and 
 (n) Asset Dispositions not otherwise permitted
pursuant to this Section; provided that (i) at the time of such Asset Disposition, no Default or Event of Default shall exist or would result from such Asset Disposition, (ii) such Asset Disposition is made for fair
market value and the consideration received shall be no less than 80% in cash, (iii) the aggregate fair market value of all property disposed of in reliance on this clause shall not exceed $5,500,000 during the term of this Agreement;
and (iv) the requirements of Section 4.4(b) are complied with in connection therewith. 
 SECTION 9.6 Restricted
Payments. Declare or pay any Restricted Payments; provided that: 
 (a) any Subsidiary may declare and pay
dividends or make distributions to the Borrower; 
 (b) the Borrower may make Mandatory Repurchase Obligation Payments; 

(c) the Borrower may make contributions and distributions to the ESOP to pay reasonable ESOP administrative expenses, provided
they are used for such purposes in the current period; and 

  
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 (d) the Borrower may make safe harbor
non-elective contributions to the ESOP; and 
 (e) so long as no Default or Event of
Default has occurred and is continuing or would result therefrom, (including not causing a breach of any of the covenants set forth in Section 9.15 by virtue of such payment), (A) Mayville, in addition to Mandatory Repurchase Obligation
Payments, may make Discretionary Repurchase Obligation Payments, (B) Mayville may make up to $550,000 per year in S corporation tax distributions to its shareholders and (C) Mayville may make the earn-out payment in accordance with the Defiance Purchase Agreement in an amount not to exceed $10,000,000. 

SECTION 9.7 Transactions with Affiliates. Directly or indirectly enter into any transaction, including, without limitation, any
purchase, sale, lease or exchange of Property, the rendering of any service or the payment of any management, advisory or similar fees, with (a) any officer, director, holder of any Equity Interests in, or other Affiliate of, the
Borrower or any of its Subsidiaries, or (b) any Affiliate of any such officer, director or holder, other than: 

(i) transactions permitted by Sections 9.1, 9.3, 9.4, 9.5, and 9.6; 

(ii) transactions existing on the Closing Date and described on Schedule 9.7; 

(iii) transactions among Credit Parties not prohibited hereunder; 

(iv) other transactions in the ordinary course of business on terms as favorable as would be obtained by it on a comparable arm’s-length transaction with an independent, unrelated third party as determined in good faith by the board of directors (or equivalent governing body) of Mayville; 

(v) employment and severance arrangements (including equity incentive plans and employee benefit plans and arrangements) with
their respective officers and employees in the ordinary course of business; and 
 (vi) payment of customary fees and
reasonable out of pocket costs to, and indemnities for the benefit of, directors, officers and employees of the Borrower and its Subsidiaries in the ordinary course of business to the extent attributable to the ownership or operation of the Borrower
and its Subsidiaries. 
 SECTION 9.8 Accounting Changes; Organizational Documents. 

(a) Change its Fiscal Year end, or make (without the consent of the Administrative Agent) any material change in its accounting
treatment and reporting practices except as required by GAAP. 
 (b) Amend, modify or change its articles of incorporation
(or corporate charter or other similar organizational documents) or amend, modify or change its bylaws (or other similar documents) in any manner materially adverse to the rights or interests of the Lenders. 

(c) Fail to qualify as and be taxed as an “S corporation” as defined in Section 1361 of the Code or as a
Disregarded Entity (or otherwise fail to be treated as a pass through entity for income tax purposes) at all times. 

  
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 SECTION 9.9 Payments and Modifications of Subordinated Indebtedness. 

(a) Amend, modify, waive or supplement (or permit the modification, amendment, waiver or supplement of) any of the terms or
provisions of any Subordinated Indebtedness in any respect which would materially and adversely affect the rights or interests of the Administrative Agent and Lenders hereunder or would violate the subordination terms thereof. 

(b) Cancel, forgive, make any payment or prepayment on, or redeem or acquire for value (including, without limitation,
(x) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (y) at the maturity thereof) any Subordinated Indebtedness, except any such payments expressly permitted
by any subordination provisions applicable thereto. 
 SECTION 9.10 No Further Negative Pledges; Restrictive Agreements. 

(a) Enter into, assume or be subject to any agreement prohibiting or otherwise restricting the creation or assumption of any
Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (i) pursuant to this Agreement and the other
Loan Documents, (ii) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets financed
thereby), (iii) customary restrictions contained in the organizational documents of any Non-Guarantor Subsidiary as of the Closing Date, (iv) pursuant to the Senior Debt Documents, and
(v) customary restrictions in connection with any Permitted Lien or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such
Permitted Lien). 
 (b) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or
restriction on the ability of any Credit Party or any Subsidiary thereof to (i) pay dividends or make any other distributions to any Credit Party or any Subsidiary on its Equity Interests or with respect to any other interest or participation
in, or measured by, its profits, (ii) pay any Indebtedness or other obligation owed to any Credit Party or (iii) make loans or advances to any Credit Party, except in each case for such encumbrances or restrictions existing under or by
reason of (A) this Agreement and the other Loan Documents, (B) the Senior Debt Documents and (C) Applicable Law. 

(c) Create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction on the ability
of any Credit Party or any Subsidiary thereof to (i) sell, lease or transfer any of its properties or assets to any Credit Party or (ii) act as a Credit Party pursuant to the Loan Documents or any renewals, refinancings,
exchanges, refundings or extension thereof, except in each case for such encumbrances or restrictions existing under or by reason of (A) this Agreement and the other Loan Documents, (B) Applicable Law, (C) any
document or instrument governing Indebtedness incurred pursuant to Section 9.1(d) (provided that any such restriction contained therein relates only to the asset or assets acquired in connection therewith), (D) any Permitted Lien
or any document or instrument governing any Permitted Lien (provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien), (E) obligations that are binding on a Subsidiary at the time such
Subsidiary first becomes a Subsidiary of the Borrower, so long as such obligations are not entered into in contemplation of such Person becoming a Subsidiary, (F) customary restrictions contained in an agreement related to the sale of
Property (to the extent such sale is permitted pursuant to Section 9.5) that limit the transfer of such Property pending the consummation of such sale, (G) customary restrictions in leases, subleases, licenses and sublicenses or
asset sale agreements otherwise permitted by this Agreement so long as such restrictions relate only to the assets subject thereto, (H) the Senior Debt Documents, and (I) customary provisions restricting assignment of any
agreement entered into in the ordinary course of business. 

  
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 SECTION 9.11 ESOP Matters. Cause, suffer or permit a “nonallocation year”
(as defined in Section 409(p) of the Code) to occur, or permit any portion of the assets of the ESOP attributable to (or allocable in lieu of) securities held by the ESOP to accrue (or be allocated directly or indirectly under any
employee benefit plan of the Borrower or any ERISA Affiliate meeting the requirements of Section 401(a) of the Code) for the benefit of any “disqualified person,” as defined in Section 409(p)(4) of the Code during a
“nonallocation year” (as defined in Section 409(p) of the Code). 
 SECTION 9.12 Sale of Accounts. Sell or
otherwise dispose of any notes receivable or accounts receivable, with or without recourse, except pursuant to (a) that certain Receivables Purchase Agreement, dated May 26, 2009 by and among Center, Viking Asset Purchaser No
7 IC and Citicorp Trustee Company Limited, as such agreement may be amended or renewed from time to time, provided that the “Total Commitment” amount or other credit limit of such facility shall not exceed €10,000,000 without the
prior written consent of the Administrative Agent; (b) that certain Draft Purchase Agreement, dated February 20, 2014 by and between Mayville and Bank of America, N.A., as such agreement may be amended or renewed from time to
time; (c) that certain Supplier Agreement, dated August 18, 2015 by and between Mayville and Citibank, N.A., as such agreement may be amended or renewed from time to time; (d) a supplier financing facility related
to the receivables of Plexus so long as the terms and documentation relating to such facility have been approved in writing by the Administrative Agent; and (e) other supplier financing facilities approved by the Administrative Agent in
writing provided that the Administrative Agent may not approve a supplier financing program for receivables of the Borrower’s customer where Borrower’s annual sales to such customer exceeded, in the prior year, $30,000,000; and, in the
case of each of (a), (b), (c), (d) and (e), the non-recourse nature of the transaction, indemnity provisions and the provisions governing the method of calculation of the sale price shall not be materially
altered from those originally approved by the Administrative Agent without the prior written consent of the Administrative Agent. 
 SECTION
9.13 Sale Leasebacks. Directly or indirectly become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a capital lease, of any Property (whether real, personal or mixed),
whether now owned or hereafter acquired, (a) which any Credit Party or any Subsidiary thereof has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or Subsidiary of a Credit Party or
(b) which any Credit Party or any Subsidiary of a Credit Party intends to use for substantially the same purpose as any other Property that has been sold or is to be sold or transferred by such Credit Party or such Subsidiary to another
Person which is not another Credit Party or Subsidiary of a Credit Party in connection with such lease. 
 SECTION 9.14 Capital
Expenditures. Permit the aggregate amount of all Capital Expenditures in any Fiscal Year to exceed $26,000,000. 
 SECTION 9.15
Financial Covenants. 
 (a) Consolidated Total Leverage Ratio. As of the last day of any fiscal quarter, permit
the Consolidated Total Leverage Ratio to be greater than the following amount for the fiscal quarters ending on the following dates: 
  

			
	 Fiscal Quarters Ending
	  	Maximum Ratio
	September 30, 2018 through September 30, 2019	  	4.00 to 1.00
	December 31, 2019 through September 30, 2020	  	3.75 to 1.00
	December 31, 2020 through September 30, 2021	  	3.50 to 1.00
	December 31, 2021 and thereafter	  	3.25 to 1.00


  
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 (b) Consolidated Fixed Charge Coverage Ratio. As of the last day of
any fiscal quarter, permit the Consolidated Fixed Charge Coverage Ratio to be less than 1.10 to 1.00. 
 SECTION 9.16 No Amendment to
ESOP Documentation. Permit the ESOP Documentation to be amended or modified in any manner: 
 (a) that is not in
accordance with ERISA or the Code; 
 (b) which could accelerate, advance or increase the payment of share repurchase
obligations; 
 (c) which amends any provision relating to diversification obligations in a manner that could accelerate,
advance or increase the payment obligations thereunder; or 
 (d) that would effect or reflect a merger of the ESOP with any
other Pension Plan, or would terminate the ESOP; 
 provided, however, that the Borrower may amend the ESOP from time to time to permit Discretionary
Repurchase Obligation Payments consisting of lump sum payments or repurchase obligations to former employees or their beneficiaries, to the extent such payments are permitted to be made under Section 9.6, provided each such amendment, and any
communication with participants or their beneficiaries about such amendment, clearly provides and discloses that, notwithstanding any election by a participant or beneficiary to receive lump sum or accelerated payment, such lump sum or accelerated
payments shall only be made to the extent permitted under the Borrower’s senior credit agreement, and if not permitted, then the Mandatory Repurchase Obligation Payment provisions shall continue to apply. 

SECTION 9.17 Anti-Layering. Notwithstanding the provisions of Section 9.1, no Credit Party shall create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt (or secured by Liens that are junior in priority to the Liens securing Senior Debt) and senior in any respect in right of
payment to the Obligations evidenced hereby (or to the Liens securing the Obligations). 
 SECTION 9.18 Senior Debt. 

(a) Directly or indirectly, or permit any of its Affiliates to directly or indirectly, purchase, participate in, be assigned or
in any way beneficially hold any of the Senior Debt. 
 (b) Amend, modify, waive or supplement (or permit the modification,
amendment, waiver or supplement of) any of the terms or provisions of any Senior Debt in any respect which would violate the terms of the Subordination Agreement. 

  
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 ARTICLE X 

DEFAULT AND REMEDIES 
 SECTION
10.1 Events of Default. Each of the following shall constitute an Event of Default: 
 (a) Default in Payment of
Principal of Loans. The Borrower shall default in any payment of principal of or premium on any Loan when and as due (whether at maturity, by reason of acceleration or otherwise). 

(b) Other Payment Default. The Borrower shall default in the payment when and as due (whether at maturity, by reason of
acceleration or otherwise) of interest on any Loan or the payment of any other Obligation, and such default shall continue for a period of three (3) Business Days. 

(c) Misrepresentation. Any representation, warranty, certification or statement of fact made or deemed made by or on
behalf of any Credit Party or any Subsidiary thereof in this Agreement, in any other Loan Document, or in any document delivered in connection herewith or therewith that is subject to materiality or Material Adverse Effect qualifications, shall be
incorrect or misleading in any respect when made or deemed made or any representation, warranty, certification or statement of fact made or deemed made by or on behalf of any Credit Party or any Subsidiary thereof in this Agreement, any other Loan
Document, or in any document delivered in connection herewith or therewith that is not subject to materiality or Material Adverse Effect qualifications, shall be incorrect or misleading in any material respect when made or deemed made. For purposes
of this Section, the accuracy of the representations and warranties in Section 7.15 shall be determined without regard to the knowledge of the Borrower. 

(d) Default in Performance of Certain Covenants. Any Credit Party or any Subsidiary thereof shall default in the
performance or observance of any covenant or agreement contained in Sections 8.1, 8.2, 8.3(a), 8.4, 8.13, 8.14, 8.16, 8.17, 8.18, 8.20, 8.21, 8.22 or Article
IX. 
 (e) Default in Performance of Other Covenants and Conditions. Any Credit Party or any Subsidiary thereof
shall default in the performance or observance of any term, covenant, condition or agreement contained in this Agreement (other than as specifically provided for in this Section) or any other Loan Document and such default shall continue for a
period of thirty (30) days after the earlier of (i) the Administrative Agent’s delivery of written notice thereof to the Borrower and (ii) a Responsible Officer of any Credit Party having obtained knowledge thereof.

 (f) Indebtedness Cross-Default and Cross-Acceleration. 

(i) Any Credit Party or any Subsidiary thereof shall (A) default in the payment of any Indebtedness (other than the Loans
or the Senior Debt) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount beyond the period of grace if
any, provided in the instrument or agreement under which such Indebtedness was created, or (B) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans or the Senior Debt,
but including any Subordinated Indebtedness) the aggregate principal amount (including undrawn committed or available amounts), or with respect to any Hedge Agreement, the Hedge Termination Value, of which is in excess of the Threshold Amount or
contained in any instrument or agreement evidencing, securing or relating thereto or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such
Indebtedness (or a trustee or agent on behalf of such holder or holders) to cause, with the giving of notice and/or lapse of time, if required, any such Indebtedness to (x) 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 (any applicable grace period having expired) or (y) be cash collateralized. 

  
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 (ii) Any Credit Party or any Subsidiary thereof shall default in
(A) any payment of principal on the Senior Debt when and as due (whether at maturity, by reason of acceleration or otherwise) under the Senior Debt Documents; or (B) the observance or performance of any other agreement or condition
relating to the Senior Debt beyond any applicable grace period or notice period, if any, specified in any Senior Debt Document relating thereto which has not been waived and such default gives the Senior Agent or Senior Lenders the right to
accelerate the maturity of the Senior Debt and the Senior Agent or Senior Lenders so accelerate. 
 (g) Failure of
Agreements. Any provision of this Agreement or any provision of any other Loan Document shall for any reason cease to be valid and binding on any Credit Party or any Subsidiary thereof party thereto or any such Person shall so state in writing,
or any Loan Document shall for any reason cease to create a valid and perfected first priority Lien (subject to Permitted Liens) on, or security interest in, any of the Collateral purported to be covered thereby, in each case other than in
accordance with the express terms hereof or thereof. 
 (h) Change in Control. Any Change in Control shall occur. 

(i) Voluntary Bankruptcy Proceeding. Any Credit Party or any Subsidiary thereof shall (i) commence a
voluntary case under any Debtor Relief Laws, (ii) file a petition seeking to take advantage of any Debtor Relief Laws, (iii) consent to or fail to contest in a timely and appropriate manner any petition filed against it in an
involuntary case under any Debtor Relief Laws, (iv) apply for or consent to, or fail to contest in a timely and appropriate manner, the appointment of, or the taking of possession by, a receiver, custodian, trustee, or liquidator of
itself or of a substantial part of its property, domestic or foreign, (v) admit in writing its inability to pay its debts as they become due, (vi) make a general assignment for the benefit of creditors, or (vii) take any
corporate action for the purpose of authorizing any of the foregoing. 
 (j) Involuntary Bankruptcy Proceeding. A case
or other proceeding shall be commenced against any Credit Party or any Subsidiary thereof in any court of competent jurisdiction seeking (i) relief under any Debtor Relief Laws, or (ii) the appointment of a trustee, receiver,
custodian, liquidator or the like for any Credit Party or any Subsidiary thereof or for all or any substantial part of their respective assets, domestic or foreign, and such case or proceeding shall continue without dismissal or stay for a period of
sixty (60) consecutive days, or an order granting the relief requested in such case or proceeding (including, but not limited to, an order for relief under such federal bankruptcy laws) shall be entered. 

(k) ERISA Events. The occurrence of any of the following events: (i) any Credit Party or any ERISA Affiliate
fails to make full payment when due of all amounts which, under the provisions of any Pension Plan or Sections 412 or 430 of the Code, any Credit Party or any ERISA Affiliate is required to pay as contributions thereto and such unpaid amounts are in
excess of the Threshold Amount, (ii) a Termination Event which can reasonably be expected to result in liability in excess of the Threshold Amount, or (iii) any Credit Party or any ERISA Affiliate as employers under one or
more Multiemployer Plans makes a complete or partial withdrawal from any such Multiemployer Plan and the plan sponsor of such Multiemployer Plans notifies such withdrawing employer that such employer has incurred a withdrawal liability requiring
payments in an amount exceeding the Threshold Amount. 

  
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 (l) Judgment. One or more judgments, orders or decrees shall be
entered against any Credit Party or any Subsidiary thereof by any court and continues without having been discharged, vacated or stayed for a period of thirty (30) consecutive days after the entry thereof and such judgments, orders or
decrees are either (i) for the payment of money, individually or in the aggregate (not paid or fully covered by insurance as to which the relevant insurance company has acknowledged coverage), equal to or in excess of the Threshold
Amount or (ii) for injunctive relief and could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 

(m) Subordination Terms. (i) Any of the Secured Obligations for any reason shall cease to be “senior
debt,” “senior indebtedness,” “designated senior debt” or “senior secured financing” (or any comparable term) under, and as defined in, the documentation governing any Subordinated Indebtedness that is subordinated
(in terms of payment or lien priority) to the Secured Obligations, (ii) the subordination provisions set forth in the documentation for any Subordinated Indebtedness that is subordinated (in terms of payment or lien priority) to the Secured
Obligations shall, in whole or in part, cease to be effective or cease to be legally valid, binding and enforceable against the holders of any Subordinated Indebtedness, if applicable, (iii) any Credit Party or any Subsidiary of any Credit
Party, shall assert any of the foregoing in writing or (iv) there shall be a breach of the Subordination Agreement by any Credit Party or other obligated party thereunder or the Senior Agent. 

SECTION 10.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, with the consent of the Required Lenders,
the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice to the Borrower: 

(a) Acceleration; Termination of Credit Facility. Declare the principal of and interest on the Loans at the time
outstanding, and all other amounts owed to the Lenders and to the Administrative Agent under this Agreement or any of the other Loan Documents and all other Obligations, to be forthwith due and payable, whereupon the same shall immediately become
due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, and terminate the
Credit Facility; provided, that upon the occurrence of an Event of Default specified in Section 10.1(i) or (j), the Credit Facility shall be automatically terminated and all Obligations shall automatically become due and
payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by each Credit Party, anything in this Agreement or in any other Loan Document to the contrary notwithstanding. 

(b) [Reserved]. 

(c) General Remedies. Exercise on behalf of the Secured Parties all of its other rights and remedies under this
Agreement, the other Loan Documents and Applicable Law, in order to satisfy all of the Secured Obligations. 
 SECTION 10.3 Rights and
Remedies Cumulative; Non-Waiver; etc. 
 (a) The enumeration of the rights and
remedies of the Administrative Agent and the Lenders set forth in this Agreement is not intended to be exhaustive and the exercise by the Administrative Agent and the Lenders of any right or remedy shall not preclude the exercise of any other rights
or remedies, all of which shall be cumulative, and shall be in addition to any other right or remedy given hereunder or under the other Loan Documents or that may now or hereafter exist at law or in equity or by suit or otherwise. No delay or
failure to take action on the part of the Administrative Agent or any Lender in exercising any right, power or privilege shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or privilege or shall be construed to be a waiver of any Event of Default. No course of dealing between the Borrower, the Administrative Agent and the Lenders or their
respective agents or employees shall be effective to change, modify or discharge any provision of this Agreement or any of the other Loan Documents or to constitute a waiver of any Event of Default. 

  
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 (b) 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 Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such
enforcement shall be instituted and maintained exclusively by, the Administrative Agent in accordance with Section 10.2 for the benefit of all the Lenders; provided that the foregoing shall not prohibit (a) the
Administrative Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Administrative Agent) hereunder and under the other Loan Documents, (b) any Lender from exercising setoff
rights in accordance with Section 12.4 (subject to the terms of Section 5.6), or (c) 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 Credit Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Administrative Agent hereunder and under the other Loan Documents, then (i) the Required
Lenders shall have the rights otherwise ascribed to the Administrative Agent pursuant to Section 10.2 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the preceding proviso and subject
to Section 5.6, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

SECTION 10.4 Crediting of Payments and Proceeds. In the event that the Obligations have been accelerated pursuant to
Section 10.2 or the Administrative Agent or any Lender has exercised any remedy set forth in this Agreement or any other Loan Document, all payments received on account of the Secured Obligations and all net proceeds from the enforcement
of the Secured Obligations shall be applied by the Administrative Agent as follows: 
 First, to payment of that portion of the
Secured Obligations constituting fees, indemnities, expenses and other amounts, including attorney fees, payable to the Administrative Agent in its capacity as such; 

Second, to payment of that portion of the Secured Obligations constituting fees, premium, indemnities and other amounts (other than
principal and interest) payable to the Lenders under the Loan Documents, including attorney fees, ratably among the Lenders in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid interest on the Loans, ratably among the
Lenders in proportion to the respective amounts described in this clause Third payable to them; 
 Fourth, to payment of that
portion of the Secured Obligations constituting unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth payable to them; 

Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise
required by Applicable Law. 

  
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 SECTION 10.5 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 Credit Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise: 

(a) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, and
all other Secured 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, and the Administrative Agent (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Lenders, and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, and the Administrative Agent under Sections 5.3 and 12.3) allowed in such
judicial proceeding; and 
 (b) to collect and receive any monies or other property payable or deliverable on any such claims
and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender 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, 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 5.3 and 12.3. 

SECTION 10.6 Credit Bidding. 

(a) The Administrative Agent, on behalf of itself and the Secured Parties, shall have the right, exercisable at the discretion
of the Required Lenders, to credit bid and purchase for the benefit of the Administrative Agent and the Secured Parties all or any portion of Collateral at any sale thereof conducted by the Administrative Agent under the provisions of the UCC,
including pursuant to Sections 9-610 or 9-620 of the UCC, at any sale thereof conducted under the provisions of the United States Bankruptcy Code, including
Section 363 thereof, or a sale under a plan of reorganization, or at any other sale or foreclosure conducted by the Administrative Agent (whether by judicial action or otherwise) in accordance with Applicable Law. Such credit bid or
purchase may be completed through one or more acquisition vehicles formed by the Administrative Agent to make such credit bid or purchase and, in connection therewith, the Administrative Agent is authorized, on behalf of itself and the other Secured
Parties, to adopt documents providing for the governance of the acquisition vehicle or vehicles, and assign the applicable Secured Obligations to any such acquisition vehicle in exchange for Equity Interests and/or debt issued by the applicable
acquisition vehicle (which shall be deemed to be held for the ratable account of the applicable Secured Parties on the basis of the Secured Obligations so assigned by each Secured Party); 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 12.2. 

(b) Each Lender hereby agrees, on behalf of itself and each of its Affiliates that is a Secured Party, that, except as
otherwise provided in any Loan Document or with the written consent of the Administrative Agent and the Required Lenders, it will not take any enforcement action, accelerate obligations under any of the Loan Documents, or exercise any right that it
might otherwise have under Applicable Law to credit bid at foreclosure sales, UCC sales or other similar dispositions of Collateral. 

  
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 ARTICLE XI 

THE ADMINISTRATIVE AGENT 
 SECTION
11.1 Appointment and Authority. 
 (a) Each of the Lenders hereby irrevocably appoints WFSC 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 neither the Borrower nor any Subsidiary thereof 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 hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the
Credit Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto (including, without limitation, to enter into additional Loan Documents or supplements to existing Loan Documents
on behalf of the Secured Parties). 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 this Article XI for purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Security 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 Articles XI and XII (including
Section 12.3, 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. 
 SECTION 11.2 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. 
 SECTION 11.3
Exculpatory Provisions. 
 (a) The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents, and its duties hereunder and thereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent: 

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

  
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 (ii) 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 Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law; and 

(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not
be liable for the failure to disclose, any information relating to the Borrower or any of their respective Subsidiaries or Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in
any capacity. 
 (b) The Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (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 Section 12.2 and Section 10.2) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final nonappealable
judgment. The Administrative Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower, a Lender. 

(c) The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any
statement, warranty or representation made in or in connection with 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 or Event of Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article VI or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to the Administrative Agent. 
 SECTION 11.4 Reliance by the
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, the Administrative
Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. 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. 

  
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 SECTION 11.5 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 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 Facility as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final
and nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents. 

SECTION 11.6 Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders and the Borrower. Upon receipt of
any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower and subject to the consent (not to be unreasonably withheld or delayed) of the Borrower (provided no Event of Default has occurred and is
continuing at the time of such resignation), 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, appoint a successor Administrative Agent meeting the qualifications set forth above. Whether or not a successor has been
appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date. 
 (b)
[Reserved]. 
 (c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (i) 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
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 (ii) except for any indemnity payments
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 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 any rights to indemnity payments owed to the retiring or removed Administrative Agent), and the retiring or removed Administrative Agent shall be discharged
from all of its duties and obligations hereunder or under the other Loan Documents. 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 removal hereunder and under the other Loan Documents, the provisions of this Article and Section 12.3 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 while the retiring or removed
Administrative Agent was acting as Administrative Agent. 

  
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 SECTION 11.7 Non-Reliance on Administrative Agent
and Other Lenders. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any
document furnished hereunder or thereunder. 
 SECTION 11.8 No Other Duties, Etc. Anything herein to the contrary notwithstanding,
none of the syndication agents, documentation agents, co-agents, arrangers or bookrunners 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 hereunder. 
 SECTION 11.9 Collateral
and Guaranty Matters. 
 (a) Each of the Lenders irrevocably authorize the Administrative Agent, at its option and in its
discretion: 
 (i) to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable
benefit of the Secured Parties, under any Loan Document (A) upon the payment in full of all Secured Obligations (other than contingent indemnification obligations), (B) 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 to a Person other than a Credit Party permitted under the Loan Documents, or (C) if approved, authorized or ratified in writing in accordance with
Section 12.2; 
 (ii) to subordinate any Lien on any Collateral granted to or held by the Administrative Agent
under any Loan Document to the holder of any Lien permitted pursuant to Section 9.2(h); and 
 (iii) to release
any Subsidiary Guarantor from its obligations under any Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. 

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 Subsidiary Guarantor from its obligations under the Subsidiary Guaranty Agreement pursuant to this Section 11.9. In each case as specified in
this Section 11.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of
Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Subsidiary Guaranty Agreement, in each case in
accordance with the terms of the Loan Documents and this Section 11.9. In the case of any such sale, transfer or disposal of any property constituting Collateral in a transaction constituting an Asset Disposition permitted pursuant to
Section 9.5 to a Person other than a Credit Party, the Liens created by any of the Security Documents on such property shall be automatically released without need for further action by any person. 

  
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 (b) 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
Credit 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. 

ARTICLE XII 
 MISCELLANEOUS 

SECTION 12.1 Notices. 

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

Mayville Engineering Company, Inc. 

715 South Street 

Mayville, WI 53050 

Attention of: Robert Kamphuis 

Telephone No.:
                                        

 Facsimile No.: (920) 387-2297 

E-mail: rkamphuis@mayvl.com 

With a copy to: 

Todd M. Butz 

Mayville Engineering Company, Inc. 

715 South Street 

Mayville, WI 53050 

Telephone No. (920) 387-6049 

Facsimile No. (920) 387-2294 

E-mail: todd.butz@mecinc.com 

If to WFSC as 

Administrative 

Agent: 

Wells Fargo Strategic Capital 

10 South Wacker Drive, 13th Floor 

Chicago, IL 60606 

Attention of: Keith J. Cable 

E-mail: Keith.J.Cable@wellsfargo.com 

  
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 With copies to: 

Wells Fargo Strategic Capital 

Diversified Industries 
 1000
Louisiana St., 9th Floor 
 Houston, TX 77002 

Attention of: Issac E. Olson 

Facsimile No. 855.433.7786 

E-mail: Issac.E.Olson@wellsfargo.com 

If to any Lender: 
 To the
address of such Lender set forth on the Register with respect to deliveries of notices and other documentation that may contain material non-public information. 

Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent
by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next business day for the recipient). Notices
delivered through electronic communications to the extent provided in paragraph (b) below, shall be effective as provided in said paragraph (b). 

(b) Electronic Communications. Notices and other communications to the Lenders hereunder may be delivered or furnished
by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent. The Administrative Agent or the Borrower may, in its discretion,
agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless the
Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication
is available and identifying the website address therefor; provided that, for both clauses (i) and (ii) above, if such notice, email or other communication is not sent during the normal business hours of the recipient, such notice, email or
other communication shall be deemed to have been sent at the opening of business on the next business day for the recipient. 

(c) Administrative Agent’s Office. The Administrative Agent hereby designates its office located at the address set
forth above, or any subsequent office which shall have been specified for such purpose by written notice to the Borrower and Lenders, as the Administrative Agent’s Office referred to herein, to which payments due are to be made and at which
Loans will be disbursed. 
 (d) Change of Address, Etc. Each of the Borrower and the Administrative Agent may change
its address or facsimile number for notices and other communications hereunder by notice to the other parties hereto. Any Lender may change its address or facsimile number for notices and other communications hereunder by notice to the Borrower, and
the Administrative Agent. 
 (e) Platform. 

(i) Each Credit Party agrees that the Administrative Agent may, but shall not be obligated to, make the Borrower Materials
available to the Lenders by posting the Borrower Materials on the Platform. 

  
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 (ii) 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 or omissions in the Borrower Materials. No
warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from
viruses or other code defects, is made by any Agent Party in connection with the 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 any Credit Party, any Lender or any other Person or entity for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of any Credit Party’s or the Administrative
Agent’s transmission of communications through the Internet (including, without limitation, the Platform), except to the extent that such losses, claims, damages, liabilities or expenses 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 Agent Party; provided that in no event shall any Agent Party have any liability to any Credit Party, any Lender, or any other Person for
indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses). 

SECTION 12.2 Amendments, Waivers and Consents. Except as set forth below or as specifically provided in any Loan Document, any term,
covenant, agreement or condition of this Agreement or any of the other Loan Documents may be amended or waived by the Lenders, and any consent given by the Lenders, if, but only if, such amendment, waiver or consent is in writing signed by the
Required Lenders (or by the Administrative Agent with the consent of the Required Lenders) and delivered to the Administrative Agent and, in the case of an amendment, signed by the Borrower; provided, that no amendment, waiver or consent shall: 

(a) [reserved]; 

(b) increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 10.2) or increase the amount of Loans of any Lender, in any case, without the written consent of such Lender; 

(c) waive, extend or postpone any date fixed by this Agreement or any other Loan Document for any payment of principal (it
being understood that a waiver of a mandatory prepayment under Section 4.4(b) shall only require the consent of the Required Lenders), 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 and adversely affected thereby; 
 (d) reduce the principal of,
or the rate of interest specified herein on, any Loan, or (subject to clauses (iv) and (viii) of the proviso set forth in the paragraph below) any fees or other amounts payable hereunder or under any other Loan Document without the written
consent of each Lender directly and adversely affected thereby; provided that only the consent of the Required Lenders shall be necessary (i) to waive any obligation of the Borrower to pay interest at the rate set forth in
Section 5.1(b) during the continuance of an Event of Default or (ii) to 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 to reduce any fee payable hereunder; 

  
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 (e) change Section 5.6 or Section 10.4 in a manner
that would alter the pro rata sharing of payments or order of application required thereby without the written consent of each Lender directly and adversely affected thereby; 

(f) change Section 4.4(b) in a manner that would alter the order of application of amounts prepaid pursuant thereto
without the written consent of each Lender directly and adversely affected thereby; 
 (g) except as otherwise permitted by
this Section 12.2, change any provision of this Section or reduce the percentages specified in 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 directly and adversely affected thereby; 

(h) consent to the assignment or transfer by any Credit Party of such Credit Party’s rights and obligations under any Loan
Document to which it is a party (except as permitted pursuant to Section 9.4), in each case, without the written consent of each Lender; 

(i) release all of the Subsidiary Guarantors comprising substantially all of the credit support for the Secured Obligations, in
any case, from any Guaranty Agreement (other than as authorized in Section 11.9), without the written consent of each Lender; or 

(j) release all or substantially all of the Collateral or release any Security Document (other than as authorized in
Section 11.9 or as otherwise specifically permitted or contemplated in this Agreement or the applicable Security Document) without the written consent of each Lender; 

provided further, that (i) [reserved]; (ii) [reserved]; (iii) no amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document or modify Section 12.23 hereof; (iv) the Fee Letter may be amended,
or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) [reserved], (vi) [reserved], (vii) the Administrative Agent and the Borrower shall be permitted to amend any provision of the Loan Documents (and such
amendment shall become effective without any further action or consent of any other party to any Loan Document) if the Administrative Agent and the Borrower shall have jointly identified an obvious error or any error, ambiguity, defect or
inconsistency or omission of a technical or immaterial nature in any such provision and (viii) the Administrative Agent and the Borrower may, without the consent of any Lender, enter into amendments or modifications to this Agreement or any of
the other Loan Documents or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to implement any Replacement Rate or otherwise effectuate the terms of Section 5.8(c) in accordance
with the terms of Section 5.8(c). 
 Notwithstanding anything in this Agreement to the contrary, each Lender hereby irrevocably authorizes the
Administrative Agent on its behalf, and without further consent of any Lender (but with the consent of the Borrower and the Administrative Agent), to (x) amend and restate this Agreement if, upon giving effect to such amendment and restatement,
such Lender shall no longer be a party to this Agreement (as so amended and restated), the Commitments of such Lender shall have terminated, such Lender shall have no other commitment or other obligation hereunder and shall have been paid in full
all principal, interest and other amounts owing to it or accrued for its account under this Agreement and (y) enter into amendments or modifications to this Agreement (including, without limitation, amendments to this Section 12.2)
or any of the other Loan Documents; provided that no amendment or modification shall result in any increase in the amount of any Lender’s Commitment or any increase in any Lender’s Commitment Percentage, in each case, without the
written consent of such affected Lender. 

  
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 SECTION 12.3 Expenses; Indemnity. 

(a) Costs and Expenses. The Borrower and each other Credit Party, jointly and severally, shall pay (i) all
reasonable out of pocket expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees (capped at $100,000 for the negotiation and execution of this Agreement and the other Loan Documents) and disbursements of
counsel for the Administrative Agent), in connection with the syndication of the Credit Facility, 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) [reserved] and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender (including
the fees, charges and disbursements of any counsel for the Administrative Agent or any Lender), 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 hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans. 

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, and shall pay or
reimburse any such Indemnitee for, any and all losses, claims (including, without limitation, any Environmental Claims), penalties, damages, liabilities and related expenses (including the fees, charges and disbursements of any counsel for any
Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Credit Party), 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 or the consummation of the transactions contemplated hereby or
thereby, (ii) any Loan or the use or proposed use of the proceeds therefrom (including the Defiance Acquisition), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Credit
Party or any Subsidiary thereof, or any Environmental Claim related in any way to any Credit Party or any Subsidiary, (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 any Credit Party or any Subsidiary thereof, and regardless of whether any Indemnitee is a party thereto, or (v) any claim (including, without limitation, any
Environmental Claims), investigation, litigation or other proceeding (whether or not the Administrative Agent or any Lender is a party thereto) and the prosecution and defense thereof, arising out of or in any way connected with the Loans, this
Agreement, any other Loan Document, or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby, including without limitation, reasonable attorneys and consultant’s fees, provided
that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (A) 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 (B) result from a claim brought by any Credit Party thereof against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or
under any other Loan Document, if such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or (C) result from a claim not involving an act or omission of the
Borrower or any other Credit Party and that is brought by an Indemnitee against another Indemnitee (other than against the arranger or the Administrative Agent in their capacities as such). This Section 12.3(b) shall not apply with
respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. 

  
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 (c) Reimbursement by Lenders. To the extent that the Borrower for any
reason fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), 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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s
share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that, 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), 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), in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the
provisions of Section 5.7. 
 (d) Waiver of Consequential Damages, Etc. To the fullest extent permitted by
Applicable Law, the Borrower and each other Credit Party shall not assert, and hereby waives, 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 the use of the proceeds thereof.
No Indemnitee referred to in clause (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information
transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. 

(e) Payments. All amounts due under this Section shall be payable promptly after demand therefor. 

(f) Survival. Each party’s obligations under this Section shall survive the termination of the Loan Documents and
payment of the obligations hereunder. 
 SECTION 12.4 Right of Setoff. If an Event of Default shall have occurred and be continuing,
each Lender, and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Administrative Agent, to the fullest extent permitted by Applicable Law, to setoff 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, or any such Affiliate to or for the credit or
the account of the Borrower or any other Credit Party against any and all of the obligations of the Borrower or such Credit Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, or any of their respective
Affiliates, irrespective of whether or not such Lender, or any such Affiliate shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or such Credit Party may be contingent or
unmatured or are owed to a branch or office of such Lender, or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of each Lender and their respective Affiliates under this
Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, or their respective Affiliates may have. Each Lender 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. 

  
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 SECTION 12.5 Governing Law; Jurisdiction, Etc. 

(a) Governing Law. This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action
(whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and
thereby shall be governed by, and construed in accordance with, the law of the State of New York. 
 (b) Submission to
Jurisdiction. The Borrower and each other Credit Party 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 Lender, 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 New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the
exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation or proceeding may be heard and determined in such New York State court or, to the fullest extent permitted by Applicable Law, in such federal
court. 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, may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or any
other Credit Party or its properties in the courts of any jurisdiction. 
 (c) Waiver of Venue. The Borrower and each
other Credit Party 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 by hand, overnight courier service, certified mail or registered mail as provided in Section 12.1. Nothing in this Agreement will affect the right of any party hereto to serve process in any
other manner permitted by Applicable Law. 
 SECTION 12.6 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. 

  
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 SECTION 12.7 Reversal of Payments. To the extent any Credit Party makes a payment or
payments to the Administrative Agent for the ratable benefit of any of the Secured Parties or to any Secured Party directly or the Administrative Agent or any Secured Party receives any payment or proceeds of the Collateral or any Secured Party
exercises its right of setoff, which payments or proceeds (including any proceeds of such setoff) or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee,
receiver or any other party under any Debtor Relief Law, other Applicable Law or equitable cause, then, to the extent of such payment or proceeds repaid, the Secured Obligations or part thereof intended to be satisfied shall be revived and continued
in full force and effect as if such payment or proceeds had not been received by the Administrative Agent, and each Lender severally agrees to pay to the Administrative Agent upon demand its applicable ratable share (without duplication) of any
amount so recovered from or repaid by the Administrative Agent plus interest thereon at a per annum rate equal to the Federal Funds Rate from the date of such demand to the date such payment is made to the Administrative Agent. 

SECTION 12.8 Injunctive Relief. The Borrower recognizes that, in the event the Borrower fails to perform, observe or discharge any of
its obligations or liabilities under this Agreement, any remedy of law may prove to be inadequate relief to the Lenders. Therefore, the Borrower agrees that the Lenders, at the Lenders’ option, shall be entitled to temporary and permanent
injunctive relief in any such case without the necessity of proving actual damages. 
 SECTION 12.9 Successors and Assigns;
Participations. 
 (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 Credit 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 paragraph
(b) of this Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this Section or (iii) by way of pledge or assignment of a security interest subject to the
restrictions of paragraph (e) 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 paragraph (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each
of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b)
Assignments by Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement; provided that, in each case with respect to any Credit Facility, 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 (in each case with respect to any Credit Facility) or contemporaneous assignments to related Approved Funds (determined after giving effect to such assignments) 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 

  
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 (B) in any case not described in paragraph (b)(i)(A) of this Section, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the applicable 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 $1,000,000 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 Loan or the Commitment assigned; 

(iii) Required Consents. No consent shall be required for any assignment except to the extent required by paragraph
(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 (x) an Event of Default has occurred and is continuing at the time of such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an Approved Fund; 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 delivered via hand
or overnight courier service; and 
 (B) the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments in respect of the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund. 

(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 of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related
Approved Funds by a Lender and (B) 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. 
 (v) No Assignment to Certain Persons. No such assignment
shall be made to the Borrower or any of its Subsidiaries or Affiliates. 
 (vi) No Assignment to Natural Persons. No
such assignment shall be made to a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person). 

  
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 Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c) of this
Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 5.2, 5.8,
5.9, 5.10, 5.11 and 12.3 with respect to facts and circumstances occurring prior to the effective date of such assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not
comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section (other than a purported assignment to a natural
Person or the Borrower or any of the Borrower’s Subsidiaries or Affiliates, which shall be null and void). 
 (c) Register. The
Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at one of its offices, a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and
addresses of the Lenders, and the Commitment of, and principal amounts of (and stated interest on) the Loans 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 (but only to the extent of entries in the Register that are applicable to such Lender), at any reasonable time and from time to time upon reasonable prior notice. 

(d) Participations. Any Lender may at any time, without the consent of, or notice to, the Borrower or the 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, a natural Person, or the Borrower or any of the Borrower’s Subsidiaries or
Affiliates) (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 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, and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. For the avoidance of doubt, each Lender shall be
responsible for the indemnity under Section 12.3(c) with respect to any payments made by such Lender to its Participant(s). 

Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree
to any amendment, modification or waiver described in Section 12.2(b), (c), (d) or (e) that directly and adversely affects such Participant. The Borrower agrees that each Participant shall be entitled to
the benefits of Sections 5.2, 5.9, 5.10 and 5.11 (subject to the requirements and limitations therein, including the requirements under Section 5.11(g) (it being understood that the documentation
required under Section 5.11(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section; provided
that such Participant (A) agrees to be subject to the provisions of Section 5.12 as if it were an assignee under paragraph (b) of 

  
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this Section; and (B) shall not be entitled to receive any greater payment under Sections 5.10 or 5.11, with respect to any participation, than its participating
Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation. Each Lender that sells a
participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 5.12(b) with respect to any Participant. To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 12.4 as though it were a Lender; provided that such Participant agrees to be subject to Section 5.6 and Section 12.4 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 of (and stated interest on) 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. 

(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 to secure obligations of such Lender, including without limitation 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. 
 SECTION 12.10 Treatment of Certain
Information; Confidentiality. Each of the Administrative Agent, and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its
Affiliates’ respective Related Parties in connection with the Credit Facility, this Agreement, the transactions contemplated hereby or in connection with marketing of services by such Affiliate or Related Party to the Borrower or any of its
Subsidiaries (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, or
required to be disclosed to, any regulatory or similar 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) or in
accordance with the Administrative Agent’s, or any Lender’s regulatory compliance policy if the Administrative Agent, or such Lender, as applicable, deems such disclosure to be necessary for the mitigation of claims by those authorities
against the Administrative Agent, or such Lender, as applicable, or any of its Related Parties (in which case, the Administrative Agent, or such Lender, as applicable, shall use commercially reasonable efforts to, except with respect to any audit or
examination conducted by bank accountants or any governmental bank regulatory authority exercising examination or regulatory authority, promptly notify the Borrower, in advance, to the extent practicable and otherwise permitted by Applicable Law),
(c) as to the extent required by Applicable Laws or regulations or in any legal, judicial, administrative proceeding or other compulsory process, (d) to any other party hereto, (e) in connection with the exercise of any
remedies under this Agreement, under any other Loan Document, or any action or proceeding relating to this Agreement, any 

  
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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, (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, (iii) to an investor or prospective investor in an Approved Fund that also agrees that Information
shall be used solely for the purpose of evaluating an investment in such Approved Fund, (iv) to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in an Approved Fund in connection with the
administration, servicing and reporting on the assets serving as collateral for an Approved Fund, or (v) to a nationally recognized rating agency that requires access to information regarding the Borrower and its Subsidiaries, the Loans
and the Loan Documents in connection with ratings issued with respect to an Approved Fund, (g) on a confidential basis to (i) any rating agency in connection with rating the Borrower or its Subsidiaries or the Credit Facility
or (ii) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Credit Facility, (h) with the consent of the Borrower, (i) deal terms and
other information customarily reported to Thomson Reuters, other bank market data collectors and similar service providers to the lending industry and service providers to the Administrative Agent and the Lenders in connection with the
administration of the Loan Documents, (j) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Administrative Agent, any
Lender, or any of their respective Affiliates from a third party that is not, to such Person’s knowledge, subject to confidentiality obligations to the Borrower, (k) to the extent that such information is independently developed by
such Person, or (l) for purposes of establishing a “due diligence” defense. For purposes of this Section, “Information” means all information received from any Credit Party or any Subsidiary thereof relating to
any Credit Party or any Subsidiary thereof or any of their respective businesses, other than any such information that is available to the Administrative Agent, any Lender on a nonconfidential basis prior to disclosure by any Credit Party or any
Subsidiary thereof. 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. 
 SECTION 12.11 Performance of
Duties. Each of the Credit Party’s obligations under this Agreement and each of the other Loan Documents shall be performed by such Credit Party at its sole cost and expense. 

SECTION 12.12 All Powers Coupled with Interest. All powers of attorney and other authorizations granted to the Lenders, the
Administrative Agent and any Persons designated by the Administrative Agent or any Lender pursuant to any provisions of this Agreement or any of the other Loan Documents shall be deemed coupled with an interest and shall be irrevocable so long as
any of the Obligations remain unpaid or unsatisfied, any of the Commitments remain in effect or the Credit Facility has not been terminated. 

SECTION 12.13 Survival. 

(a) All representations and warranties set forth in Article VII and all representations and warranties contained in any certificate, or
any of the Loan Documents (including, but not limited to, any such representation or warranty made in or in connection with any amendment thereto) shall constitute representations and warranties made under this Agreement. All representations and
warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery
of this Agreement, any investigation made by or on behalf of the Lenders or any borrowing hereunder. 

  
 90 













 (b) Notwithstanding any termination of this Agreement, the indemnities to which the
Administrative Agent and the Lenders are entitled under the provisions of this Article XII and any other provision of this Agreement and the other Loan Documents shall continue in full force and effect and shall protect the Administrative
Agent and the Lenders against events arising after such termination as well as before. 
 SECTION 12.14 Titles and Captions. Titles
and captions of Articles, Sections and subsections in, and the table of contents of, this Agreement are for convenience only, and neither limit nor amplify the provisions of this Agreement. 

SECTION 12.15 Severability of Provisions. Any provision of this Agreement or any other Loan Document which is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remainder of such provision or the remaining provisions hereof or thereof or
affecting the validity or enforceability of such provision in any other jurisdiction. In the event that any provision is held to be so prohibited or unenforceable in any jurisdiction, the Administrative Agent, the Lenders and the Borrower shall
negotiate in good faith to amend such provision to preserve the original intent thereof in such jurisdiction (subject to the approval of the Required Lenders). 

SECTION 12.16 Counterparts; Integration; Effectiveness; Electronic Execution. 

(a) 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 and the other Loan Documents, and any separate letter agreements with respect to fees
payable to the Administrative Agent constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.
Except as provided in Section 6.1, 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 in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a
manually executed counterpart of this Agreement. 
 (b) Electronic Execution of Assignments. The words “execution,”
“signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 

SECTION 12.17 Term of Agreement. This Agreement shall remain in effect from the Closing Date through and including the date upon which
all Obligations (other than contingent indemnification obligations not then due) arising hereunder or under any other Loan Document shall have been indefeasibly and irrevocably paid and satisfied in full. No termination of this Agreement shall
affect the rights and obligations of the parties hereto arising prior to such termination or in respect of any provision of this Agreement which survives such termination. 

  
 91 













 SECTION 12.18 USA PATRIOT Act; Anti-Money Laundering Laws. The Administrative Agent
and each Lender hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act or any other Anti-Money Laundering Laws, each of them is required to obtain, verify and record information that identifies each Credit Party, which
information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the PATRIOT Act or such Anti-Money Laundering Laws. 

SECTION 12.19 Independent Effect of Covenants. The Borrower expressly acknowledges and agrees that each covenant contained in
Articles VIII or IX hereof shall be given independent effect. Accordingly, the Borrower shall not engage in any transaction or other act otherwise permitted under any covenant contained in Articles VIII or IX, before or
after giving effect to such transaction or act, the Borrower shall or would be in breach of any other covenant contained in Articles VIII or IX. 

SECTION 12.20 No Advisory or Fiduciary Responsibility. 

(a) In connection with all aspects of each transaction contemplated hereby, each Credit Party acknowledges and agrees, and acknowledges its
Affiliates’ understanding, that (i) the facilities provided for hereunder and any related arranging or other services in connection therewith (including in connection with any amendment, waiver or other modification hereof or of any other
Loan Document) are an arm’s-length commercial transaction between the Borrower and its Affiliates, on the one hand, and the Administrative Agent, and the Lenders, on the other hand, and the Borrower is
capable of evaluating and understanding and understands and accepts the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents (including any amendment, waiver or other modification hereof or thereof),
(ii) in connection with the process leading to such transaction, each of the Administrative Agent, and the Lenders is and has been acting solely as a principal and is not the financial advisor, agent or fiduciary, for the Borrower or any of its
Affiliates, stockholders, creditors or employees or any other Person, (iii) none of the Administrative Agent, or the Lenders has assumed or will assume an advisory, agency or fiduciary responsibility in favor of the Borrower with respect to any
of the transactions contemplated hereby or the process leading thereto, including with respect to any amendment, waiver or other modification hereof or of any other Loan Document (irrespective of whether any Lender has advised or is currently
advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, or the Lenders has any obligation to the Borrower or any of its Affiliates with respect to the financing transactions contemplated hereby except
those obligations expressly set forth herein and in the other Loan Documents, (iv) the Lenders and their respective Affiliates may be engaged in a broad range of transactions that involve interests that differ from, and may conflict with, those
of the Borrower and its Affiliates, and none of the Administrative Agent or the Lenders has any obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, and the
Lenders have not provided and will not provide any legal, accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby (including any amendment, waiver or other modification hereof or of any other Loan Document)
and the Credit Parties have consulted their own legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate. 

(b) Each Credit Party acknowledges and agrees that each Lender, and any Affiliate thereof may lend money to, invest in, and generally engage
in any kind of business with, any of the Borrower, any Affiliate thereof or any other person or entity that may do business with or own securities of any of the foregoing, all as if such Lender, or Affiliate thereof were not a Lender or an Affiliate
thereof (or an agent or any other person with any similar role under the Credit Facilities) and without any duty to account therefor to any other Lender, the Borrower or any Affiliate of the foregoing. Each Lender, and any Affiliate thereof may
accept fees and other consideration from the Borrower or its Affiliates thereof for services in connection with this Agreement, the Credit Facilities or otherwise without having to account for the same to any other Lender, the Borrower or any
Affiliate of the foregoing. 

  
 92 













 SECTION 12.21 [Reserved]. 

SECTION 12.22 Inconsistencies with Other Documents. In the event there is a conflict or inconsistency between this Agreement and any
other Loan Document, the terms of this Agreement shall control; provided that any provision of the Security Documents which imposes additional burdens on the Borrower or any of its Subsidiaries or further restricts the rights of the Borrower
or any of its Subsidiaries or gives the Administrative Agent or Lenders additional rights shall not be deemed to be in conflict or inconsistent with this Agreement and shall be given full force and effect. 

SECTION 12.23 Acknowledgement and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any
Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any EEA Financial Institution arising under any Loan Document, to the extent such liability is
unsecured, may be subject to the Write-Down and Conversion Powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by: 

(a) the application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may
be payable to it by any party hereto that is an EEA Financial Institution; and 
 (b) the effects of any
Bail-In Action on any such liability, including, if applicable: 
 (i) a reduction in
full or in part or cancellation of any such liability; 
 (ii) a conversion of all, or a portion of, such liability into
shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be
accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or 

(iii) the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of
any EEA Resolution Authority. 
 SECTION 12.24 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 their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit
of the Borrower or any other Credit Party, that at least one of the following is and will be true: 
 (i) such Lender is not
using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments; 

  
 93 













 (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 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 Commitments
and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, 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 Commitments and this Agreement; or 

(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender. 
 (b) In addition, unless sub-clause (i) in the immediately
preceding clause (a) is true with respect to a Lender or such Lender has not provided another representation, warranty and covenant as provided in sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender
party hereto, for the benefit of, the Administrative Agent, and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party, that none of the Administrative Agent, nor any of
their respective Affiliates is a fiduciary with respect to the assets of such Lender (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related
to hereto or thereto). 
 (c) The Administrative Agent hereby informs the Lenders that each such Person is not undertaking to provide
impartial investment advice, or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a financial interest in the transactions contemplated hereby in that such Person or an
Affiliate thereof (i) may receive interest or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, or the Commitments for an amount less than the amount being
paid for an interest in the Loans, or the Commitments by such Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby, the Loan Documents or otherwise, including structuring fees, commitment
fees, arrangement fees, facility fees, upfront fees, underwriting fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of credit fees, fronting fees, deal-away or alternate
transaction fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination fees or fees similar to the foregoing. 

[Signature pages to follow] 

  
 94 













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

			
	MAYVILLE ENGINEERING COMPANY, INC.,
	as the Borrower


 
			
		
	By:	 	/s/ Todd M. Butz


 
			
	Name:	 	Todd M. Butz


 
			
	Title:	 	Chief Financial Officer, Secretary and Treasurer


 [Signature Page to Senior Subordinated Credit Agreement] 












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

			
	AGENT AND LENDER:
	
	WELLS FARGO STRATEGIC CAPITAL, INC.,
	as Administrative Agent and Lender


 
			
		
	By:	 	/s/ Keith J. Cable


 
			
	Name:	 	Keith J. Cable


 
			
	Title:	 	Managing Director


 [Signature Page to Senior Subordinated Credit Agreement] 












 EXHIBIT A 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the Lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF TERM LOAN NOTE 












 THIS TERM LOAN NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT
SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF DECEMBER 14, 2018, BY AND AMONG MAYVILLE ENGINEERING
COMPANY, INC., A WISCONSIN CORPORATION, WELLS FARGO STRATEGIC CAPITAL, INC. A TEXAS CORPORATION, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, A NATIONAL BANKING ASSOCIATION, FOR ITSELF AND AS AGENT FOR THE SENIOR LENDERS. EACH HOLDER OF THIS
AGREEMENT, BY ITS ACCEPTANCE HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. 
 TERM LOAN NOTE 

 

			
	$__________	  	__________, 20___

 FOR VALUE RECEIVED, the undersigned, MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the
“Borrower”), promises to pay to _______________ (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of _______________ DOLLARS ($__________) or, if less, the
unpaid principal amount of all Term Loans made by the Lender pursuant to that certain Senior Subordinated Credit Agreement, dated as of December 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the
“Credit Agreement”) by and among the Borrower, the Lenders party thereto, and Wells Fargo Strategic Capital, Inc., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the
meanings assigned thereto in the Credit Agreement. 
 The unpaid principal amount of this Term Loan Note from time to time outstanding is
payable as provided in the Credit Agreement and shall bear interest as provided in Section 5.1 of the Credit Agreement. All payments of principal and interest on this Term Loan Note shall be payable in Dollars in
immediately available funds as provided in the Credit Agreement. 
 This Term Loan Note is entitled to the benefits of, and evidences
Obligations incurred under, the Credit Agreement, to which reference is made for a description of the security for this Term Loan Note and for a statement of the terms and conditions on which the Borrower is permitted and required to make
prepayments and repayments of principal of the Obligations evidenced by this Term Loan Note and on which such Obligations may be declared to be immediately due and payable. 

THIS TERM LOAN NOTE SHALL BE GOVERNED BY, CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 

The Indebtedness evidenced by this Term Loan Note is senior in right of payment to all Subordinated Indebtedness referred to in the Credit
Agreement. 












 The Borrower hereby waives all requirements as to diligence, presentment, demand of payment,
protest and (except as required by the Credit Agreement) notice of any kind with respect to this Term Loan Note. 












 IN WITNESS WHEREOF, the undersigned has executed this Term Loan Note under seal as of the
day and year first above written. 
  

			
	 MAYVILLE ENGINEERING COMPANY, INC.,

	as the Borrower


 
			
		
	By:	 	 


 
			
	 Name:
	 	 Todd M. Butz





			
	 Title:
	 	 Chief Financial Officer, Secretary and Treasurer















 EXHIBIT B 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF NOTICE OF BORROWING 












 NOTICE OF BORROWING 

Dated as of: _____________ 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

[____________________] 
 [____________________] 

Attention: [___________] 
 Ladies and Gentlemen: 

This irrevocable Notice of Borrowing is delivered to you pursuant to Section 4.2 of the Senior Subordinated Credit
Agreement dated as of December 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the
“Borrower”), the Lenders party thereto, and WELLS FARGO STRATEGIC CAPITAL, INC., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the
Credit Agreement. 
 1. The Borrower hereby requests that the Lenders make the Term Loan to the Borrower in the aggregate principal amount
of $___________. (Complete with an amount in accordance with Section 4.2 of the Credit Agreement.) 
 2. The
Borrower hereby requests that such Loan(s) be made on the following Business Day: _____________________. (Complete with a Business Day in accordance Section 4.2(a) of the Credit Agreement for the Term Loan). 

3. The aggregate principal amount of all Loans outstanding as of the date hereof (including the Loan(s) requested herein) does not exceed the
maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement. 
 4. All of the conditions applicable to the
Loan(s) requested herein as set forth in the Credit Agreement have been satisfied as of the date hereof and will remain satisfied to the date of such Loan. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the undersigned has executed this Notice of Borrowing as of the day and
year first written above. 
  

			
	 MAYVILLE ENGINEERING COMPANY, INC.,

	 as the Borrower





			
		
	By:	 	 


 
			
	Name:	 	 Todd M. Butz





			
	Title:	 	 Chief Financial Officer, Secretary and Treasurer















 EXHIBIT D 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF NOTICE OF PREPAYMENT 












 NOTICE OF PREPAYMENT 

Dated as of: _____________ 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

[____________________] 
 [____________________] 

Attention: [___________] 
 Ladies and Gentlemen: 

This irrevocable Notice of Prepayment is delivered to you pursuant to Section 4.4(a) of the Senior Subordinated
Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the
“Borrower”), the Lenders party thereto, and Wells Fargo Strategic Capital, Inc., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the
Credit Agreement. 
 1. The Borrower hereby provides notice to the Administrative Agent that it shall repay the Term Loans: _______________.
(Complete with an amount in accordance with Section 4.4 of the Credit Agreement.) 
 2. The Borrower shall repay
the above-referenced Loans on the following Business Day: _______________. 
 [Signature Page Follows] 












 IN WITNESS WHEREOF, the undersigned has executed this Notice of Prepayment as of the day and
year first written above. 
  

			
	 MAYVILLE ENGINEERING COMPANY, INC.,

	 as the Borrower





			
		
	By:	 	 


 
			
	Name:	 	 Todd M. Butz





			
	Title:	 	 Chief Financial Officer, Secretary and Treasurer















 EXHIBIT F 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF OFFICER’S COMPLIANCE CERTIFICATE 












 OFFICER’S COMPLIANCE CERTIFICATE 

Dated as of: _____________ 
 The
undersigned, on behalf of MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), hereby certifies to the Administrative Agent and the Lenders, each as defined in the Credit Agreement referred to below, as
follows: 
 1. This certificate is delivered to you pursuant to Section 8.2 of the Senior Subordinated Credit
Agreement dated as of December 14, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and among the Borrower, the Lenders party thereto, and Wells Fargo Strategic
Capital, Inc., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

2. I have reviewed the financial statements of the Borrower and its Subsidiaries dated as of _______________ and for the _______________
period[s] then ended and such statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the dates indicated and the results of their operations and cash flows for the
period[s] indicated. 
 3. I have reviewed the terms of the Credit Agreement, and the related Loan Documents and have made, or
caused to be made under my supervision, a review in reasonable detail of the transactions and the condition of the Borrower and its Subsidiaries during the accounting period covered by the financial statements referred to in Paragraph 2 above. Such
review has not disclosed the existence during or at the end of such accounting period of any condition or event that constitutes a Default or an Event of Default, nor do I have any knowledge of the existence of any such condition or event as at the
date of this certificate [except, if such condition or event existed or exists, describe the nature and period of existence thereof and what action the Borrower and its Subsidiaries have taken, is taking and proposes to take with respect
thereto]. 
 4. As of the date of this certificate, the Applicable Margin and calculations determining such figures are set forth on
the attached Schedule 1, the Credit Parties and their Subsidiaries are in compliance with the financial covenants contained in Sections 9.14 and 9.15 of the Credit Agreement as shown on such Schedule 1 and the Credit
Parties and their Subsidiaries are in compliance with the other covenants and restrictions contained in the Credit Agreement. 
 [Signature
Page Follows] 












 WITNESS the following signature as of the day and year first written above. 

 

			
	MAYVILLE ENGINEERING COMPANY, INC.,
	 as the Borrower





			
		
	By:	 	 


 
			
	Name:	 	 Todd M. Butz





			
	Title:	 	 Chief Financial Officer, Secretary and Treasurer















 Schedule 1 

to 
 Officer’s Compliance
Certificate 
  

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

	A.	  	Section 9.14 Maximum Capital Expenditures	  

		  	 (I)   Aggregate amount of all Capital Expenditures1 actually made in the [portion of the]2 Fiscal Year ending on the Statement Date (such Fiscal Year, the “Current Fiscal
Year”)
	  	$	                     	 
	 	  	(II)  The stated maximum permitted amount of Capital Expenditures applicable to the Current Fiscal Year	  	$25,000,000	 
		  	 (III)  Excess (deficiency) for covenant compliance (Line A.(II) less Line
A.(I))
	  	$	                     	 
		  	 (IV) In Compliance?
	  	 	Yes/No	 
	B.	  	Section 9.15(a) Maximum Consolidated Total Leverage Ratio	  

		  	 (I)   Consolidated Total Indebtedness as of the Statement Date
	  	$	                     	 
		  	 (II)  Consolidated EBITDA for the period of four (4) consecutive fiscal quarters
ending on or immediately prior to the Statement Date (See Schedule 2)
	  	$	                     	 
		  	 (III) Line B.(I) divided by Line B.(II)
	  	 	         to 1.00	 
		  	 (IV) Maximum permitted Consolidated Total Leverage Ratio as set forth in
Section 9.15(a) of the Credit Agreement
	  	 	         to 1.00	 
		  	 (V)  In Compliance?
	  	 	Yes/No	 
	C.	  	Section 9.15(b) Minimum Consolidated Fixed Charge Coverage Ratio	  

		  	 (I)   Consolidated EBITDA for the period of four (4) consecutive fiscal
quarters ending on or immediately prior to the Statement Date (See Schedule 2)
	  	$	                     	 

  

	1 	 Exclude excluding expenditures for the restoration, repair or replacement of any fixed or capital asset which
was destroyed or damaged, in whole or in part, to the extent financed by the proceeds of an insurance policy maintained by such Credit Party. 



	2 	 Use for the first three (3) quarterly reportings in any Fiscal Year. 















							
		  	 (II)  50% of depreciation expense for the period of four (4) consecutive fiscal
quarters ending on or immediately prior to the Statement Date
	  	 	$                        	 
		  	 (III)  Discretionary Repurchase Obligation Payments paid in cash, to the extent not
already deducted in calculating Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to the Statement Date
	  	 	$                        	 
		  	 (IV) Mandatory Repurchase Obligation Payments paid in cash, to the extent deducted in
calculating Consolidated EBITDA for the period of four (4) consecutive fiscal quarters ending on or immediately prior to the Statement Date
	  	 	$                        	 
		  	 (V)  Line C.(I) minus Line C.(II) minus Line C.(III) plus Line
C.(IV)
	  	 	$                        	 
		  	 (VI) Consolidated Fixed Charges for the period of four (4) consecutive fiscal quarters
ending on or immediately prior to the Statement Date (See Schedule 3)
	  	 	$                        	 
		  	 (III)  Line C.(V) divided by Line C.(VI)
	  	 	             to 1.00	 
		  	 (IV) Minimum permitted Consolidated Fixed Charge Coverage Ratio as set forth in
Section 9.15(b) of the Credit Agreement
	  	 	1.20 to 1.00	 
		  	 (V)  In Compliance?
	  	 	Yes/No	 
	D.	  	Applicable Margin	  

		  	 (I)   Consolidated Total Indebtedness as of the Statement Date
	  	 	$                        	 
		  	 (II)  Consolidated Adjusted EBITDA for the period of four (4) consecutive fiscal
quarters ending on or immediately prior to the Statement Date (See Schedule 4)
	  	 	$                        	 
		  	 (III)  Line D.(I) divided by Line D.(II)
	  	 	         to 1.00	 
		  	 (IV) Applicable Margin
	  	 	Pricing Level        	 













 Schedule 2 

to 
 Officer’s Compliance
Certificate 
  

																					
	 	  	 Consolidated EBITDA
	  	 Quarter 1


ended
 __/__/__
	  	 Quarter 2


ended


__/__/__
	  	 Quarter 3


ended


__/__/__
	  	 Quarter 4


ended


__/__/__
	  	 Total

(Quarters
1-4)

	 (1)
	  	Consolidated Net Income for such period	  		  		  		  		  	
	 (2)
	  	The following amounts, without duplication, to the extent deducted in determining Consolidated Net Income for such period:	  		  		  		  		  	
		  	 (a)   income taxes payable during such period, net of tax
refunds
	  		  		  		  		  	
		  	 (b)   Consolidated Interest Expense for such period
	  		  		  		  		  	
		  	 (c)   amortization expense for such period
	  		  		  		  		  	
		  	 (d)   depreciation expense for such period
	  		  		  		  		  	
		  	 (e)   any non-cash expense
component incorporated into ESOP compensation expense recognized for such period
	  		  		  		  		  	
		  	 (f)   unamortized financing fees in an amount not to exceed $558,000
in the aggregate for the first 12-month fiscal period following the Original Closing Date
	  		  		  		  		  	
		  	 (g)   cash fees and expenses paid in connection with the Defiance
Acquisition and closing of the Credit Agreement not to exceed $1,750,000 in the aggregate for the first 12 month fiscal period following the Closing Date
	  		  		  		  		  	
		  	 (h)   cash fees and expenses paid in connection with the issuance of
Equity Interests by the Borrower as reasonably approved in writing by the Administrative Agent and the Required Lenders
	  		  		  		  		  	
	 (3)
	  	Line (2)(a) plus Line (2)(b) plus Line (2)(c) plus Line (2)(d) plus Line (2)(e) plus Line (2)(f) plus Line (2)(g) plus Line (2)(h) plus the following amounts for
the quarter ending on the following dates:	  		  		  		  		  	
		  	 Quarter Ending:
	  	12/31/2018	  	3/31/2019	  	6/30/2019	  	9/30/2019	  		  		  		  		  	
		  	 Add-Back:
	  	$9,808,000	  	$9,316,000	  	$8,823,000	  	$493,000	  		  		  		  		  	
	 (4)
	  	Totals (Line (1) plus Line (3))	  		  		  		  		  	













 Schedule 3 

to 
 Officer’s Compliance
Certificate 
  

													
	 	  	 Consolidated Fixed Charges1
	  	 Quarter 1


ended


__/__/__
	  	 Quarter 2


ended


__/__/__
	  	 Quarter 3


ended


__/__/__
	  	 Quarter 4


ended


__/__/__
	  	 Total


(Quarters
1-4)

	(1)	  	Consolidated Interest Expense for such period	  		  		  		  		  	
	(2)	  	Scheduled principal payments with respect to Indebtedness (other than principal payments of Indebtedness pursuant to the JPM Credit Agreement)	  		  		  		  		  	
	 (3)
	  	 Capital Lease Obligation payments for such period
	  		  		  		  		  	
	(4)	  	Mandatory Repurchase Obligation Payments for such period	  		  		  		  		  	
	(5)	  	Totals (Line (1) plus Line (2) plus Line (3) plus Line (4))	  		  		  		  		  	

  

	1 	 For purposes of calculating the Consolidated Fixed Charges for the first
12-month fiscal period following the Closing Date, the principal and interest payments deemed paid on the Term Loans shall be annualized based upon the actual principal and interest paid on the Term Loans
following the Closing Date for the applicable time period. 














 Schedule 4 

to 
 Officer’s Compliance
Certificate 
  

																					
	 	  	 Consolidated Adjusted EBITDA
	  	 Quarter 1


ended


__/__/__
	  	 Quarter 2


ended


__/__/__
	  	 Quarter 3


ended


__/__/__
	  	 Quarter 4


ended


__/__/__
	  	 Total

(Quarters
1-4)

	(1)	  	Consolidated EBITDA (see above)	  		  		  		  		  	
	(2)	  	Any ESOP compensation expense with respect to Discretionary Repurchase Obligation Payments for such period	  		  		  		  		  	
	(3)	  	Totals (Line (1) plus Line (2)) plus the following amounts for the quarter ending on the following dates:	  		  		  		  		  	
		  	Quarter Ending:	  	12/31/2018	  	3/31/2019	  	6/30/2019	  	9/30/2019	  		  		  		  		  	
		  	Add-Back:	  	$3,539,000	  	$2,359,000	  	$1,180,000	  	$0	  		  		  		  		  	













 EXHIBIT G 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF ASSIGNMENT AND ASSUMPTION 












 ASSIGNMENT AND ASSUMPTION 

This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [INSERT NAME OF ASSIGNOR] (the “Assignor”) and the parties identified on the Schedules hereto and [the]
[each]1 Assignee identified on the Schedules hereto as “Assignee” or as “Assignees” (collectively, the “Assignees” and each, an
“Assignee”). [It is understood and agreed that the rights and obligations of the Assignees2 hereunder are several and not joint.]3 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by [the] [each] Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed
to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. 
 For an agreed
consideration, the Assignor hereby irrevocably sells and assigns to the [Assignee] [respective Assignees], and [the] [each] Assignee hereby irrevocably purchases and assumes from the Assignor,
subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its
capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the
Assignor under the respective facilities identified below (including without limitation any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under Applicable Law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant
thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned to [the] [any] Assignee pursuant to clauses (i) and (ii) above being referred to
herein collectively as, [the] [an] “Assigned Interest”). Each such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor. 
  

					
	 1.   
	  	Assignor:	  	[INSERT NAME OF ASSIGNOR]
			
	 2.   
	  	Assignee(s):	  	See Schedules attached hereto
			
	 3.   
	  	Borrower:	  	Mayville Engineering Company, Inc.

  

	1 	 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a
single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. 



	2 	 Select as appropriate. 



	3 	 Include bracketed language if there are multiple Assignees. 















					
	 4.   
	  	Administrative Agent:	  	Wells Fargo Strategic Capital, Inc., as the administrative agent under the Credit Agreement
			
	 5.   
	  	Credit Agreement:	  	The Senior Subordinated Credit Agreement dated as of December 14, 2018, among Mayville Engineering Company, Inc., as the Borrower, the Lenders party thereto, and Wells Fargo Strategic Capital, Inc., as Administrative Agent (as
amended, restated, supplemented or otherwise modified)
			
	 6.   
	  	Assigned Interest:	  	See Schedules attached hereto
			
	 [7.   
	  	Trade Date:	  	                        ]4

 [Remainder of Page Intentionally Left Blank] 

 

	4 	 To be completed if the Assignor and the Assignees intend that the minimum assignment amount is to be determined
as of the Trade Date. 














 Effective
Date:                                 ,
2         [TO BE INSERTED BY THE ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR] 

The terms set forth in this Assignment and Assumption are hereby agreed to: 

 

			
	 ASSIGNOR

	 [NAME OF
ASSIGNOR]



 
			
		
	 By:
	 	 
		 	 Name:

		 	 Title:

	
	 ASSIGNEES

	
	 See Schedules attached hereto
















			
	[Consented to and]5 Accepted:
	
	 WELLS FARGO STRATEGIC CAPITAL, INC.,

as Administrative Agent[and Issuing Lender]



			
		
	By	 	 
		 	Title:
	
	[Consented to:]6
	
	MAYVILLE ENGINEERING COMPANY, INC.


			
		
	By	 	 
		 	Title:

  

	5 	 To be added only if the consent of the Administrative Agent and/or Issuing Lender is required by the terms of
the Credit Agreement. May also use a Master Consent. 



	6 	 To be added only if the consent of the Borrower is required by the terms of the Credit Agreement. May also use
a Master Consent. 














 SCHEDULE 1 

To Assignment and Assumption 
 By its execution of
this Schedule, the Assignee identified on the signature block below agrees to the terms set forth in the attached Assignment and Assumption. 
 Assigned
Interests: 
  

																	
	 Facility
Assigned1
	  	Aggregate
Amount of
Commitment/
Loans for all
Lenders2	 	  	Amount of
Commitment/
Loans Assigned3	 	  	Percentage
Assigned of
Commitment/
Loans4	 	  	CUSIP Number	 
		  	$	 	 	  	$	 	 	  	 	%	 	  			
		  	$	 	 	  	$	 	 	  	 	%	 	  			
		  	$	 	 	  	$	 	 	  	 	%	 	  			

  

			
	[NAME OF ASSIGNEE]5
	[and is an Affiliate/Approved Fund of [identify Lender]6]





			
		
	By:	 	 
		 	Title:



  

	1 	 Fill in the appropriate terminology for the types of facilities under the Credit Agreement that are being
assigned under this Agreement (e.g. “Revolving Credit Commitment,” “Term Loan Commitment,” etc.) 



	2 	 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 



	3 	 Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the
Trade Date and the Effective Date. 



	4 	 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.




	5 	 Add additional signature blocks, as needed. 



	6 	 Select as appropriate. 














 ANNEX 1 

to Assignment and Assumption 

STANDARD TERMS AND CONDITIONS FOR 

ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of [the] [the relevant] Assigned Interest, (ii) [the] [such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim, (iii) it has full
power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and (iv) it is [not] a Defaulting Lender; and (b) assumes
no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness,
sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the
performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 

1.2. Assignee[s]. [The] [Each] Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets the requirements of an Eligible Assignee under the Credit Agreement (subject to such consents, if any, as may be required under Section 12.10(b)(iii) of the Credit Agreement), (iii) from and after the
Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the] [the relevant] Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the] [such]
Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered
pursuant to Section 8.1 thereof, as applicable, and such other documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase
[the] [such] Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Assignment and Assumption and to purchase [the] [such] Assigned Interest, and (vii) if it is a Foreign Lender, attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the] [such] Assignee; and (b) agrees that (i) it will, independently and without reliance upon
the Administrative Agent, [the] [any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 












 2. Payments. From and after the Effective Date, the Administrative Agent shall make
all payments in respect of [the] [each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the] [the relevant] Assignor for amounts which have accrued to but
excluding the Effective Date and to [the] [the relevant] Assignee for amounts which have accrued from and after the Effective Date. 

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and
Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York. 












 EXHIBIT H-1 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(NON-PARTNERSHIP FOREIGN LENDERS) 












 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Senior Subordinated Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), the lenders who are or may become a party thereto, as
Lenders, and WELLS FARGO STRATEGIC CAPITAL, INC., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that
(a) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of
the Code, (c) it is not a ten percent (10%) shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to any Borrower as described in
Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the
undersigned shall promptly so inform the Borrower and the Administrative Agent and (b) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in
either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. 
  

			
	[NAME OF LENDER]
		
	 By:
	 	 
		 	 Name:

		 	 Title:

	Date: ________ __, 20__













 EXHIBIT H-2 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(NON-PARTNERSHIP FOREIGN PARTICIPANTS) 












 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Senior Subordinated Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), the lenders who are or may become a party thereto, as
Lenders, and WELLS FARGO STRATEGIC CAPITAL, INC., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that
(a) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (b) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (c) it is not a ten percent
(10%) shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (d) it is not a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person
status on IRS Form W-8BEN. By executing this certificate, the undersigned agrees that (a) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender in
writing and (b) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the
two (2) calendar years preceding such payments. 
  

			
	[NAME OF PARTICIPANT]


			
		
	 By:
	 	 
		 	 Name:

		 	 Title:

	Date: ________ __, 20__













 EXHIBIT H-3 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(FOREIGN PARTICIPANT PARTNERSHIPS) 












 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Senior Subordinated Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), the lenders who are or may become a party thereto, as
Lenders, and WELLS FARGO STRATEGIC CAPITAL, INC., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that
(a) it is the sole record owner of the participation in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such participation, (c) with respect such
participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of
Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%) shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or
indirect partners/members is a controlled foreign corporation related to any Borrower as described in Section 881(c)(3)(C) of the Code. 

The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the
following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or (b) an IRS Form W-8IMY
accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that
(i) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (ii) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two (2) calendar years preceding such payments. 
  

			
	 [NAME OF PARTICIPANT]




			
		
	 By:
	 	 
		 	 Name:

		 	 Title:

	Date: ________ __, 20__













 EXHIBIT H-4 

to 
 Senior Subordinated Credit
Agreement 
 dated as of December 14, 2018, 

by and among 
 Mayville Engineering
Company, Inc., 
 as the Borrower, 

the lenders party thereto, 
 as
Lenders, 
 and 
 Wells Fargo
Strategic Capital, Inc., 
 as Administrative Agent 

FORM OF U.S. TAX COMPLIANCE CERTIFICATE 

(FOREIGN LENDER PARTNERSHIPS) 












 U.S. TAX COMPLIANCE CERTIFICATE 

(For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) 

Reference is hereby made to the Senior Subordinated Credit Agreement dated as of December 14, 2018 (as amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”), by and among MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the “Borrower”), the lenders who are or may become a party thereto, as
Lenders, and WELLS FARGO STRATEGIC CAPITAL, INC., a Texas corporation, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

Pursuant to the provisions of Section 5.11 of the Credit Agreement, the undersigned hereby certifies that
(a) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (b) its direct or indirect partners/members are the sole beneficial owners of such
Loan(s) (as well as any Note(s) evidencing such Loan(s)), (c) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank
extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (d) none of its direct or indirect partners/members is a ten percent (10%)
shareholder of any Borrower within the meaning of Section 881(c)(3)(B) of the Code and (e) none of its direct or indirect partners/members is a controlled foreign corporation related to any Borrower as described in
Section 881(c)(3)(C) of the Code. 
 The undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (a) an IRS Form W-8BEN or
(b) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest
exemption. By executing this certificate, the undersigned agrees that (i) if the information provided on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (ii) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
(2) calendar years preceding such payments. 
  

			
	 [NAME OF LENDER]



			
		
	 By:
	 	 


			
	      	 	 Name:

		 	 Title:

	Date: ________ __, 20__