EX-10.4





 Exhibit 10.4 
  

					
		 	Published CUSIP Number:	  	57859VAH6
		 	Revolving Credit CUSIP Number:	  	57859VAJ2
		 	Term Loan A CUSIP Number:	  	57859VAK9
		 	 Real Estate Term Loan

	  	
		 	CUSIP Number:	  	57859VAL7

  
  

 
 $185,000,000.00 

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 BANK, NATIONAL ASSOCIATION, 

as Administrative Agent, 
 Swingline
Lender and Issuing Lender 
 and 

WELLS FARGO SECURITIES, LLC, 

as Sole Lead Arranger and Sole Bookrunner 
  

 
  













							
	 ARTICLE I DEFINITIONS
	  	 	1	 
			
	 SECTION 1.1
	  	Definitions	  	 	1	 
			
	 SECTION 1.2
	  	Other Definitions and Provisions	  	 	30	 
			
	 SECTION 1.3
	  	Accounting Terms	  	 	31	 
			
	 SECTION 1.4
	  	UCC Terms	  	 	31	 
			
	 SECTION 1.5
	  	Rounding	  	 	31	 
			
	 SECTION 1.6
	  	References to Agreement and Laws	  	 	31	 
			
	 SECTION 1.7
	  	Times of Day	  	 	32	 
			
	 SECTION 1.8
	  	Letter of Credit Amounts	  	 	32	 
			
	 SECTION 1.9
	  	Guarantees/Earn-Outs	  	 	32	 
			
	 SECTION 1.10
	  	Covenant Compliance Generally	  	 	32	 
			
	 SECTION 1.11
	  	Rates	  	 	32	 
		
	 ARTICLE II REVOLVING CREDIT FACILITY
	  	 	32	 
			
	 SECTION 2.1
	  	Revolving Credit Loans	  	 	32	 
			
	 SECTION 2.2
	  	Swingline Loans	  	 	33	 
			
	 SECTION 2.3
	  	Procedure for Advances of Revolving Credit Loans and Swingline Loans	  	 	35	 
			
	 SECTION 2.4
	  	Repayment and Prepayment of Revolving Credit Loans and Swingline Loans	  	 	35	 
			
	 SECTION 2.5
	  	Permanent Reduction of the Revolving Credit Commitment	  	 	36	 
			
	 SECTION 2.6
	  	Termination of Revolving Credit Facility	  	 	37	 
		
	 ARTICLE III LETTER OF CREDIT FACILITY
	  	 	37	 
			
	 SECTION 3.1
	  	L/C Facility	  	 	37	 
			
	 SECTION 3.2
	  	Procedure for Issuance of Letters of Credit	  	 	38	 
			
	 SECTION 3.3
	  	Commissions and Other Charges	  	 	38	 
			
	 SECTION 3.4
	  	L/C Participations	  	 	38	 
			
	 SECTION 3.5
	  	Reimbursement Obligation of the Borrower	  	 	39	 
			
	 SECTION 3.6
	  	Obligations Absolute	  	 	40	 
			
	 SECTION 3.7
	  	Effect of Letter of Credit Application	  	 	40	 
			
	 SECTION 3.8
	  	Resignation of Issuing Lenders	  	 	41	 
			
	 SECTION 3.9
	  	Reporting of Letter of Credit Information and L/C Commitment	  	 	41	 
		
	 ARTICLE IV TERM LOAN FACILITIES
	  	 	41	 
			
	 SECTION 4.1
	  	Term Loans	  	 	41	 
			
	 SECTION 4.2
	  	Procedure for Advances of Term Loans	  	 	42	 
			
	 SECTION 4.3
	  	Repayment of Term Loans	  	 	42	 
			
	 SECTION 4.4
	  	Prepayments of Term Loans	  	 	42	 


  
 i 














							
	 ARTICLE V GENERAL LOAN PROVISIONS
	  	 	45	 
			
	 SECTION 5.1
	  	Interest	  	 	45	 
			
	 SECTION 5.2
	  	Notice and Manner of Conversion or Continuation of Loans	  	 	46	 
			
	 SECTION 5.3
	  	Fees	  	 	46	 
			
	 SECTION 5.4
	  	Manner of Payment	  	 	47	 
			
	 SECTION 5.5
	  	Evidence of Indebtedness	  	 	47	 
			
	 SECTION 5.6
	  	Sharing of Payments by Lenders	  	 	48	 
			
	 SECTION 5.7
	  	Administrative Agent’s Clawback	  	 	48	 
			
	 SECTION 5.8
	  	Changed Circumstances	  	 	49	 
			
	 SECTION 5.9
	  	Indemnity	  	 	51	 
			
	 SECTION 5.10
	  	Increased Costs	  	 	51	 
			
	 SECTION 5.11
	  	Taxes	  	 	52	 
			
	 SECTION 5.12
	  	Mitigation Obligations; Replacement of Lenders	  	 	56	 
			
	 SECTION 5.13
	  	Incremental Loans	  	 	57	 
			
	 SECTION 5.14
	  	Cash Collateral	  	 	59	 
			
	 SECTION 5.15
	  	Defaulting Lenders	  	 	60	 
		
	 ARTICLE VI CONDITIONS OF CLOSING AND BORROWING
	  	 	62	 
			
	 SECTION 6.1
	  	Conditions to Closing and Initial Extensions of Credit	  	 	62	 
			
	 SECTION 6.2
	  	Conditions to All Extensions of Credit	  	 	68	 
		
	 ARTICLE VII REPRESENTATIONS AND WARRANTIES OF THE CREDIT PARTIES
	  	 	68	 
			
	 SECTION 7.1
	  	Organization; Power; Qualification	  	 	68	 
			
	 SECTION 7.2
	  	Ownership	  	 	69	 
			
	 SECTION 7.3
	  	Authorization; Enforceability	  	 	69	 
			
	 SECTION 7.4
	  	Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc.	  	 	69	 
			
	 SECTION 7.5
	  	Compliance with Law; Governmental Approvals	  	 	69	 
			
	 SECTION 7.6
	  	Tax Returns and Payments	  	 	70	 
			
	 SECTION 7.7
	  	Intellectual Property Matters	  	 	70	 
			
	 SECTION 7.8
	  	Environmental Matters	  	 	70	 
			
	 SECTION 7.9
	  	Employee Benefit Matters	  	 	71	 
			
	 SECTION 7.10
	  	Margin Stock	  	 	72	 
			
	 SECTION 7.11
	  	Government Regulation	  	 	72	 
			
	 SECTION 7.12
	  	Material Contracts	  	 	72	 
			
	 SECTION 7.13
	  	Employee Relations	  	 	73	 


  
 ii 














							
	 SECTION 7.14
	  	Burdensome Provisions	  	 	73	 
			
	 SECTION 7.15
	  	Financial Statements	  	 	73	 
			
	 SECTION 7.16
	  	No Material Adverse Change	  	 	73	 
			
	 SECTION 7.17
	  	Solvency	  	 	73	 
			
	 SECTION 7.18
	  	Title to Properties	  	 	74	 
			
	 SECTION 7.19
	  	Litigation	  	 	74	 
			
	 SECTION 7.20
	  	Anti-Corruption Laws; Anti-Money Laundering Laws and Sanctions	  	 	74	 
			
	 SECTION 7.21
	  	Absence of Defaults	  	 	74	 
			
	 SECTION 7.22
	  	ESOP	  	 	74	 
			
	 SECTION 7.23
	  	Senior Indebtedness Status	  	 	76	 
			
	 SECTION 7.24
	  	Disclosure	  	 	76	 
			
	 SECTION 7.25
	  	Flood Hazard Insurance	  	 	76	 
		
	 ARTICLE VIII AFFIRMATIVE COVENANTS
	  	 	76	 
			
	 SECTION 8.1
	  	Financial Statements and Budgets	  	 	76	 
			
	 SECTION 8.2
	  	Certificates; Other Reports	  	 	77	 
			
	 SECTION 8.3
	  	Notice of Litigation and Other Matters	  	 	78	 
			
	 SECTION 8.4
	  	Preservation of Corporate Existence and Related Matters	  	 	79	 
			
	 SECTION 8.5
	  	Maintenance of Property and Licenses	  	 	80	 
			
	 SECTION 8.6
	  	Insurance	  	 	80	 
			
	 SECTION 8.7
	  	Accounting Methods and Financial Records	  	 	80	 
			
	 SECTION 8.8
	  	Payment of Taxes and Other Obligations	  	 	80	 
			
	 SECTION 8.9
	  	Compliance with Laws and Approvals	  	 	80	 
			
	 SECTION 8.10
	  	Environmental Laws	  	 	80	 
			
	 SECTION 8.11
	  	Compliance with ERISA	  	 	81	 
			
	 SECTION 8.12
	  	Compliance with Material Contracts	  	 	81	 
			
	 SECTION 8.13
	  	Visits and Inspections	  	 	81	 
			
	 SECTION 8.14
	  	Additional Subsidiaries and Real Property	  	 	81	 
			
	 SECTION 8.15
	  	Depository Bank	  	 	82	 
			
	 SECTION 8.16
	  	Use of Proceeds	  	 	82	 
			
	 SECTION 8.17
	  	ESOP	  	 	83	 
			
	 SECTION 8.18
	  	Compliance with Anti-Corruption Laws; Beneficial Ownership Regulation, Anti-Money Laundering Laws and Sanctions	  	 	83	 
			
	 SECTION 8.19
	  	Further Assurances	  	 	83	 
			
	 SECTION 8.20
	  	Post-Closing Matters	  	 	84	 
			
	 SECTION 8.21
	  	Lender Meetings	  	 	84	 


  
 iii 














							
	 ARTICLE IX NEGATIVE COVENANTS
	  	 	84	 
			
	 SECTION 9.1
	  	Indebtedness	  	 	84	 
			
	 SECTION 9.2
	  	Liens	  	 	85	 
			
	 SECTION 9.3
	  	Investments	  	 	87	 
			
	 SECTION 9.4
	  	Fundamental Changes	  	 	88	 
			
	 SECTION 9.5
	  	Asset Dispositions	  	 	88	 
			
	 SECTION 9.6
	  	Restricted Payments	  	 	89	 
			
	 SECTION 9.7
	  	Transactions with Affiliates	  	 	89	 
			
	 SECTION 9.8
	  	Accounting Changes; Organizational Documents	  	 	90	 
			
	 SECTION 9.9
	  	Payments and Modifications of Subordinated Indebtedness	  	 	90	 
			
	 SECTION 9.10
	  	No Further Negative Pledges; Restrictive Agreements	  	 	90	 
			
	 SECTION 9.11
	  	ESOP Matters	  	 	91	 
			
	 SECTION 9.12
	  	Sale of Accounts	  	 	91	 
			
	 SECTION 9.13
	  	Sale Leasebacks	  	 	92	 
			
	 SECTION 9.14
	  	Capital Expenditures	  	 	92	 
			
	 SECTION 9.15
	  	Financial Covenants	  	 	92	 
			
	 SECTION 9.16
	  	No Amendment to ESOP Documentation	  	 	92	 
		
	 ARTICLE X DEFAULT AND REMEDIES
	  	 	93	 
			
	 SECTION 10.1
	  	Events of Default	  	 	93	 
			
	 SECTION 10.2
	  	Remedies	  	 	95	 
			
	 SECTION 10.3
	  	Rights and Remedies Cumulative; Non-Waiver; etc.	  	 	96	 
			
	 SECTION 10.4
	  	Crediting of Payments and Proceeds	  	 	96	 
			
	 SECTION 10.5
	  	Administrative Agent May File Proofs of Claim	  	 	97	 
			
	 SECTION 10.6
	  	Credit Bidding	  	 	98	 
		
	 ARTICLE XI THE ADMINISTRATIVE AGENT
	  	 	98	 
			
	 SECTION 11.1
	  	Appointment and Authority	  	 	98	 
			
	 SECTION 11.2
	  	Rights as a Lender	  	 	99	 
			
	 SECTION 11.3
	  	Exculpatory Provisions	  	 	99	 
			
	 SECTION 11.4
	  	Reliance by the Administrative Agent	  	 	100	 
			
	 SECTION 11.5
	  	Delegation of Duties	  	 	100	 
			
	 SECTION 11.6
	  	Resignation of Administrative Agent	  	 	101	 
			
	 SECTION 11.7
	  	Non-Reliance on Administrative Agent and Other Lenders	  	 	102	 
			
	 SECTION 11.8
	  	No Other Duties, Etc.	  	 	102	 
			
	 SECTION 11.9
	  	Collateral and Guaranty Matters	  	 	102	 
			
	 SECTION 11.10
	  	Secured Hedge Agreements and Secured Cash Management Agreements	  	 	103	 


  
 iv 














							
	 ARTICLE XII
	  	MISCELLANEOUS	  	 	103	 
			
	 SECTION 12.1
	  	Notices	  	 	103	 
			
	 SECTION 12.2
	  	Amendments, Waivers and Consents	  	 	106	 
			
	 SECTION 12.3
	  	Expenses; Indemnity	  	 	108	 
			
	 SECTION 12.4
	  	Right of Setoff	  	 	110	 
			
	 SECTION 12.5
	  	Governing Law; Jurisdiction, Etc.	  	 	110	 
			
	 SECTION 12.6
	  	Waiver of Jury Trial	  	 	111	 
			
	 SECTION 12.7
	  	Reversal of Payments	  	 	111	 
			
	 SECTION 12.8
	  	Injunctive Relief	  	 	112	 
			
	 SECTION 12.9
	  	Successors and Assigns; Participations	  	 	112	 
			
	 SECTION 12.10
	  	Treatment of Certain Information; Confidentiality	  	 	115	 
			
	 SECTION 12.11
	  	Performance of Duties	  	 	116	 
			
	 SECTION 12.12
	  	All Powers Coupled with Interest	  	 	116	 
			
	 SECTION 12.13
	  	Survival	  	 	117	 
			
	 SECTION 12.14
	  	Titles and Captions	  	 	117	 
			
	 SECTION 12.15
	  	Severability of Provisions	  	 	117	 
			
	 SECTION 12.16
	  	Counterparts; Integration; Effectiveness; Electronic Execution	  	 	117	 
			
	 SECTION 12.17
	  	Term of Agreement	  	 	118	 
			
	 SECTION 12.18
	  	USA PATRIOT Act; Anti-Money Laundering Laws	  	 	118	 
			
	 SECTION 12.19
	  	Independent Effect of Covenants	  	 	118	 
			
	 SECTION 12.20
	  	No Advisory or Fiduciary Responsibility	  	 	118	 
			
	 SECTION 12.21
	  	Amendment and Restatement; No Novation	  	 	119	 
			
	 SECTION 12.22
	  	Inconsistencies with Other Documents	  	 	119	 
			
	 SECTION 12.23
	  	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	  	 	119	 
			
	 SECTION 12.24
	  	Certain ERISA Matters	  	 	120	 


  
 v 














					
	 EXHIBITS
	  	 	  	 
			
	 Exhibit A-1
	  	—	  	Form of Revolving Credit Note
			
	 Exhibit A-2
	  	—	  	Form of Term Loan A Note
			
	 Exhibit A-3
	  	—	  	Form of Real Estate Term Loan Note
			
	 Exhibit A-4
	  	—	  	Form of Swingline Note
			
	 Exhibit B
	  	—	  	Form of Notice of Borrowing
			
	 Exhibit C
	  	—	  	Form of Notice of Account Designation
			
	 Exhibit D
	  	—	  	Form of Notice of Prepayment
			
	 Exhibit E
	  	—	  	Form of Notice of Conversion/Continuation
			
	 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 













 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 BANK, NATIONAL ASSOCIATION, a national banking association, 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”). 
 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 certain credit facilities to the Borrower to be used, in part, to restructure, and to increase, the indebtedness and other obligations
outstanding under the Existing Credit Agreement in its entirety. 
 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 Wells Fargo, 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 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 the corresponding percentages per annum as set forth below based on the Consolidated Adjusted Total
Leverage Ratio: 
  

							
	 Pricing Level
	  	 Consolidated Adjusted Total Leverage Ratio
	  	LIBOR +	 	Base Rate +
	I	  	Greater than or equal to 3.00	  	2.25%	 	1.25%
	II	  	 Greater than or equal to 2.00 to 1.00 but less than 3.00 to 1.00
	  	2.00%	 	1.00%
	III	  	Greater than or equal to 1.00 to 1.00 but less than 2.00 to 1.00	  	1.50%	 	0.50%
	IV	  	Less than 1.00 to 1.00	  	1.00%	 	0.00%

 The Applicable Margin shall be determined and adjusted quarterly on the date five (5) Business Days after the day on
which the Borrower provides an Officer’s Compliance Certificate pursuant to Section 8.2(a) for the most recently ended fiscal quarter of the Borrower (each such date, a “Calculation Date”);
provided that (a) the Applicable Margin shall be based on Pricing Level I until the Calculation Date occurring after March 31, 2019 and, thereafter the Pricing Level shall be determined by reference to the Consolidated Adjusted
Total Leverage Ratio as of the last day of the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, and (b) if the Borrower fails to provide an Officer’s Compliance Certificate when due as required
by Section 8.2(a) for the most recently ended fiscal quarter of the Borrower preceding the applicable Calculation Date, the Applicable Margin from the date on which such Officer’s Compliance Certificate was required to
have been delivered shall be based on Pricing Level I until such time as such Officer’s Compliance Certificate is delivered, at which time the Pricing Level shall be determined by reference to the Consolidated Adjusted Total Leverage Ratio as
of the last day of the most recently ended fiscal quarter of the Borrower preceding such Calculation Date. The applicable Pricing Level shall be effective from one Calculation Date until the next Calculation Date. Any adjustment in the Pricing Level
shall be applicable to all Extensions of Credit then existing or subsequently made or issued. 

  
 2 













 Notwithstanding the foregoing, in the event that any financial statement or Officer’s Compliance
Certificate delivered pursuant to Section 8.1 or 8.2(a) is shown to be inaccurate (regardless of whether (i) this Agreement is in effect, (ii) any Commitments are in effect, or (iii) any Extension of
Credit is outstanding when such inaccuracy is discovered or such financial statement or Officer’s Compliance Certificate was delivered), and such inaccuracy, if corrected, would have led to the application of a higher Applicable Margin for any
period (an “Applicable Period”) than the Applicable Margin applied for such Applicable Period, then (A) the Borrower shall immediately deliver to the Administrative Agent a corrected Officer’s Compliance Certificate for
such Applicable Period, (B) the Applicable Margin for such Applicable Period shall be determined as if the Consolidated Adjusted Total Leverage Ratio in the corrected Officer’s Compliance Certificate were applicable for such Applicable
Period, and (C) the Borrower shall immediately and retroactively be obligated to pay to the Administrative Agent the accrued additional interest owing as a result of such increased Applicable Margin for such Applicable Period, which payment
shall be promptly applied by the Administrative Agent in accordance with Section 5.4. Nothing in this paragraph shall limit the rights of the Administrative Agent and Lenders with respect to Sections 5.1(b) and
10.2 nor any of their other rights under this Agreement or any other Loan Document. The Borrower’s obligations under this paragraph shall survive the termination of the Commitments and the repayment of all other Obligations hereunder.

 “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender
or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 
 “Arranger” means Wells Fargo
Securities, LLC, in its capacity as sole lead arranger and sole bookrunner. 
 “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. 
 “Bankruptcy Code” means 11 U.S.C. §§ 101 et seq. 

  
 3 













 “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. 

“Calculation Date” has the meaning assigned thereto in the definition of Applicable Margin. 

“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. 

“Cash Collateralize” means, to pledge and deposit with, or deliver to the Administrative Agent, or directly to the applicable
Issuing Lender (with notice thereof to the Administrative Agent), for the benefit of one or more of the Issuing Lenders, the Swingline Lender or the Lenders, as collateral for L/C Obligations 

  
 4 













 
or obligations of the Lenders to fund participations in respect of L/C Obligations or Swingline Loans, cash or deposit account balances or, if the Administrative Agent and the applicable Issuing
Lender and the Swingline Lender shall agree, in their sole discretion, other credit support, in each case pursuant to documentation in form and substance satisfactory to the Administrative Agent, such Issuing Lender and the Swingline Lender, as
applicable. “Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support. 

“Cash Equivalents” means, 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. 

“Cash Management Agreement” means any agreement to provide cash management services, including treasury, depository,
overdraft, credit or debit card (including non-card electronic payables and purchasing cards), electronic funds transfer and other cash management arrangements. 

“Cash Management Bank” means any Person that, (a) at the time it enters into a Cash Management Agreement with a Credit
Party, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent, or (b) at the time it (or its Affiliate) becomes a Lender or the Administrative Agent (including on the Closing Date), is a
party to a Cash Management Agreement with a Credit Party, in each case in its capacity as a party to such Cash Management Agreement. 

“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 

  
 5 













 
“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, 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. 
 “Class” means, when used in reference to any Loan, whether such Loan is a
Revolving Credit Loan, a Swingline Loan, a Term Loan A or a Real Estate Term Loan and, when used in reference to any Commitment, whether such Commitment is a Revolving Credit Commitment or a Term Loan Commitment with respect to the Term Loan A or
Real Estate Term Loan. 
 “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 amended and restated 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 Fee” has the meaning assigned thereto in Section 5.3. 

“Commitment Percentage” means, as to any Lender, such Lender’s Revolving Credit Commitment Percentage or Term Loan
Percentage, as applicable. 
 “Commitments” means, collectively, as to all Lenders, the Revolving Credit Commitments and
the Term Loan Commitments of such Lenders. 

  
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 “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	 

 “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 the Original Closing Date, (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) 

  
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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) 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 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 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, collectively, the Revolving Credit Facility, the Term Loan Facilities, the Swingline Facility and
the L/C Facility. 
 “Credit Parties” means, collectively, the Borrower and the Subsidiary Guarantors. 

“Daily Floating LIBOR Rate” means, a fluctuating rate of interest equal to the one (1) month London Interbank Offered
Rate as determined at approximately 11:00 a.m., London time, two Business Days prior to the first day of each month, for deposits in dollars, as published in the “Money Rates” section of the Wall Street Journal
(rounded upwards, if necessary, to the next 1/16 of 1.00%), and as adjusted from time to time in the Administrative Agent’s reasonable discretion for then-applicable reserve requirements. Notwithstanding the foregoing, in no event shall the
Daily Floating LIBOR Rate be less than 0%. 

  
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 “DBLR” means, when used in reference to any Loan or Borrowing, whether such Loan
or the Loans comprising such Borrowing are bearing interest at a rate determined by reference to the Daily Floating LIBOR Rate. 

“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. 
 “Defaulting Lender” means, subject to
Section 5.15(b), any Lender that (a) has failed to (i) fund all or any portion of the Revolving Credit Loans or any Term Loan required to be funded by it hereunder within two Business Days of the date such
Loans or participations were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any Issuing Lender, the Swingline Lender or
any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified the Borrower, the
Administrative Agent, any Issuing Lender or the Swingline Lender in writing that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to
such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be
specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and
the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the
Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator,
trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the FDIC or any other state or federal regulatory authority acting in such a capacity or
(iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest in that Lender or any
direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of
judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a
Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to
Section 5.15(b)) upon delivery of written notice of such determination to the Borrower, each Issuing Lender, the Swingline Lender and each Lender. 

“Defiance” means Defiance Metal Products Co., an Ohio corporation. 

  
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 “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. 

“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 Term Loan 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. 

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

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

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

  
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 “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. 

“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. 

“Excess Cash Flow” means, for the Borrower and its Subsidiaries on a Consolidated basis, in accordance with GAAP for any
Fiscal Year, (a) Consolidated Adjusted EBITDA for such fiscal year, minus (b) the sum of (i) Consolidated Interest Expense, plus (ii) current maturities of principal on Indebtedness, plus (iii) voluntary prepayments of
principal on Indebtedness with final maturities of greater than one year (excluding the Revolving Credit Loans unless such prepayment is accompanied with a corresponding reduction in the Revolving Credit Commitment), plus (iv) Mandatory
Repurchase Obligation Payments paid in cash, to the extent not already deducted in calculating Consolidated Adjusted EBITDA, plus (v) capital expenditures not financed with Indebtedness (excluding the Revolving Credit Loans), plus
(c) decreases in Working Capital, and minus (d) increases in Working Capital. 
 “Exchange Act” means the
Securities Exchange Act of 1934 (15 U.S.C. § 77 et seq.). 
 “Excluded Swap Obligation” means, with respect to
any Credit Party, any Swap Obligation if, and to the extent that, all or a portion of the liability of such Credit Party for or the guarantee of such Credit Party of, or the grant by such Credit Party of a security interest to secure, such Swap
Obligation (or any liability or guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by
virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the liability for or the guarantee of such
Credit Party or the grant of such security interest becomes effective with respect to such Swap Obligation (such determination being made after giving effect to any applicable 

  
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keepwell, support or other agreement for the benefit of the applicable Credit Party, including under the keepwell provisions in the Guaranty Agreement). If a Swap Obligation arises under a master
agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes illegal for the reasons identified in the
immediately preceding sentence of this definition. 
 “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, the Swingline Lender or Issuing Lender, United States federal withholding Taxes imposed on amounts payable to or for the account of such Lender, the Swingline Lender or
Issuing Lender with respect to an applicable interest in a Loan, Swingline Loan, Letter of Credit, or Commitment pursuant to a law in effect on the date on which (i) such Lender, the Swingline Lender or Issuing Lender acquires such interest in
the Loan, Swingline Loan, Letter of Credit, or Commitment (other than pursuant to an assignment request by the Borrower under Section 5.12(b)) or (ii) such Lender, the Swingline Lender or Issuing 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. 
 “Existing Credit Agreement” has the meaning in the Statement of Purpose. 

“Extensions of Credit” means, as to any Lender at any time, (a) an amount equal to the sum of (i) the aggregate
principal amount of all Revolving Credit Loans made by such Lender then outstanding, (ii) such Lender’s Revolving Credit Commitment Percentage of the L/C Obligations then outstanding, (iii) such Lender’s Revolving Credit
Commitment Percentage of the Swingline Loans then outstanding and (iv) the aggregate principal amount of the Term Loans made by such Lender then outstanding, or (b) the making of any Loan or participation in any Letter of Credit by such
Lender, as the context requires. 
 “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 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 Letters” means (a) the separate expense reimbursement and syndication letter agreement dated November 14, 2018
among the Borrower, Wells Fargo and the Arranger and (b) any letter between the Borrower and any Issuing Lender (other than Wells Fargo) relating to certain fees payable to such Issuing Lender in its capacity as such. 

  
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 “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. 

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

“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans, 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 

  
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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. 

“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 Bank” means any Person that, (a) at the time it
enters into a Hedge Agreement with a Credit Party permitted under Article IX, is a Lender, an Affiliate of a Lender, the Administrative Agent or an Affiliate of the Administrative Agent or (b) at the time it (or its Affiliate) becomes a
Lender or the Administrative Agent (including on the Closing Date), is a party to a Hedge Agreement with a Credit Party, in each case in its capacity as a party to such Hedge 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). 

  
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 “Increased Amount Date” has the meaning assigned thereto in
Section 5.13. 
 “Incremental Facilities Limit” means $15,000,000 less the total aggregate
initial principal amount (as of the date of incurrence thereof) of all previously incurred unfunded Incremental Revolving Credit Commitments and Incremental Revolving Credit Increases. 

“Incremental Lender” has the meaning assigned thereto in Section 5.13. 

“Incremental Revolving Credit Commitment” has the meaning assigned thereto in Section 5.13. 

“Incremental Revolving Credit Increase” has the meaning assigned thereto in Section 5.13. 

“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; 
 (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,
including, without limitation, any Reimbursement Obligation, 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. 

  
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 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. 

“Interest Period” means, as to each LIBOR Rate Loan, the period commencing on the date such LIBOR Rate Loan is disbursed or
converted to or continued as a LIBOR Rate Loan and ending on the date one (1), two (2), three (3), or six (6) months thereafter, in each case as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation and
subject to availability; provided that: 
 (a) the Interest Period shall commence on the date of advance of or conversion to any LIBOR
Rate 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 LIBOR Rate 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 LIBOR Rate Loan
that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month at
the end of such Interest Period; 
 (d) no Interest Period shall extend beyond the Revolving Credit Maturity Date or the Term Loan Maturity
Date, as applicable, 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; and 
 (e) there shall be no more than five (5) Interest Periods in effect at any time. 

“Interstate Commerce Act” means the body of law commonly known as the Interstate Commerce Act (49 U.S.C. App. § 1 et
seq.). 

  
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 “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. 

“ISP98” means the International Standby Practices (1998 Revision, effective January 1, 1999), International Chamber of
Commerce Publication No. 590. 
 “Issuing Lender” means Wells Fargo, in its capacity as issuer of any Letter of
Credit. 
 “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. 

“L/C Commitment” means the obligation of the Issuing Lender to issue Letters of Credit for the account of the Borrower from
time to time in an aggregate amount equal the amount set forth opposite the name of the Issuing Lender on Schedule 1.1, as such amount may be changed after the Closing Date in a written agreement between the Borrower and the Issuing Lender
(which such agreement shall be promptly delivered to the Administrative Agent upon execution); provided that the L/C Commitment with respect to any Person that ceases to be an Issuing Lender for any reason pursuant to the terms hereof shall
be $0 (subject to the Letters of Credit of such Person remaining outstanding in accordance with the provisions hereof). 
 “L/C
Facility” means the letter of credit facility established pursuant to Article III. 
 “L/C Obligations”
means at any time, an amount equal to the sum of (a) the aggregate undrawn and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings under Letters of Credit which have not then been reimbursed
pursuant to Section 3.5. 
 “L/C Participants” means, with respect to any Letter of Credit, the
collective reference to all the Revolving Credit Lenders other than the applicable Issuing Lender. 
 “L/C Sublimit” means
the lesser of (a) $5,000,000 and (b) the Revolving Credit Commitment. 
 “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 or pursuant to Section 5.13, other than any Person that
ceases to be a party hereto as a Lender pursuant to an Assignment and Assumption. Unless the context otherwise requires, the term “Lenders” includes the Swingline Lender. 

  
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 “Lender Joinder Agreement” means a joinder agreement in form and substance
reasonably satisfactory to the Administrative Agent delivered in connection with Section 5.13. 
 “Lending
Office” means, with respect to any Lender, the office of such Lender maintaining such Lender’s Extensions of Credit. 

“Letter of Credit Application” means an application requesting such Issuing Lender to issue a Letter of Credit and a
reimbursement agreement, in each case in the form specified by the applicable Issuing Lender from time to time. 
 “Letters of
Credit” means the collective reference to letters of credit issued pursuant to Section 3.1. 

“LIBOR” means, subject to the implementation of a Replacement Rate in accordance with
Section 5.8(c), 
 (a) for any interest rate calculation with respect to a LIBOR Rate Loan, the rate of interest
per annum determined on the basis of the rate for deposits in Dollars for a period equal to the applicable Interest Period 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 

(b) for any interest rate calculation with respect to a DBLR Loan, the rate of interest per annum determined on the basis of the rate for
deposits in Dollars for an Interest Period equal to one month (commencing on the date of determination of such interest rate) 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) on such date of determination, or, if such date is not a Business Day, then the immediately preceding Business Day. If, for any reason, such rate is not so
published then “LIBOR” for such DBLR Loan 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) on such date of determination for a period equal to one month commencing on such date of determination. 

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. 

  
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 “LIBOR Rate” means 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 Letter of Credit Applications, the Security Documents,
the Guaranty Agreements, the Fee Letters, 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 (excluding any Secured Hedge Agreement and any Secured Cash Management Agreement). 

“Loans” means the collective reference to the Revolving Credit Loans, the Term Loans and the Swingline Loans, and
“Loan” means any of such Loans. 
 “London Banking Day” means any day on which dealings in Dollar deposits are
conducted by and between banks in the London interbank Eurodollar market. 
 “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 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. 

“Minimum Collateral Amount” means, at any time, (a) with respect to Cash Collateral consisting of cash or deposit
account balances provided to reduce or eliminate Fronting Exposure during the existence of a Defaulting Lender, an amount equal to 105% of the Fronting Exposure of the Issuing Lenders and the 

  
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Swingline Lender with respect to Letters of Credit and the Swingline Loans issued and outstanding at such time, (b) with respect to Cash Collateral consisting of cash or deposit account
balances provided in accordance with the provisions of Section 10.2(b), an amount equal to 105% of the Outstanding Amount of all LC Obligations and (c) otherwise, an amount determined by the Administrative Agent and
each of the applicable Issuing Lenders that is entitled to Cash Collateral hereunder at such time in their sole discretion. 

“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. 

“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 Event, (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-Defaulting Lender” means, at any time, each Lender that is not a Defaulting
Lender at such time. 
 “Non-Guarantor Subsidiary” means any Subsidiary of the
Borrower that is not Subsidiary Guarantor. 
 “Notes” means the collective reference to the Revolving Credit Notes, the
Swingline Note and the Term Loan Notes. 
 “Notice of Account Designation” has the meaning assigned thereto in
Section 2.3(b). 

  
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 “Notice of Borrowing” has the meaning assigned thereto in
Section 2.3(a). 
 “Notice of Conversion/Continuation” has the meaning assigned thereto in
Section 5.2. 
 “Notice of Prepayment” has the meaning assigned thereto in
Section 2.4(c). 
 “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) the L/C Obligations and (c) all other fees and commissions (including attorneys’
fees), charges, indebtedness, loans, liabilities, financial accommodations, obligations, covenants and duties owing by the Credit Parties to the Lenders, the Issuing Lender or the Administrative Agent, in each case under any Loan Document, with
respect to any Loan or Letter of Credit 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. 
 “Original Closing Date” means
May 2, 2018. 
 “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. 

  
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 “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. 
 “Public
Lenders” has the meaning assigned thereto in Section 8.2. 
 “Qualified Equity
Interests” means any Equity Interests that are not Disqualified Equity Interests. 
 “Real Estate Term Loan” means
the term loan extended pursuant to Section 4.1(b). 
 “Real Estate Term Loan Note” means a
promissory note made by the Borrower in favor of a Term Loan Lender evidencing the portion of the Real Estate Term Loans made by such Term Loan Lender, substantially in the form attached as Exhibit
A-3, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. 

“Recipient” means (a) the Administrative Agent, (b) any Lender and (c) any Issuing Lender, as applicable. 

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

“Reimbursement Obligation” means the obligation of the Borrower to reimburse any Issuing Lender pursuant to
Section 3.5 for amounts drawn under Letters of Credit issued by such Issuing Lender. 
 “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). 

  
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 “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. The Total Credit Exposure of any
Defaulting Lender shall be disregarded in determining Required Lenders at any time. 
 “Required Revolving Credit Lenders”
means, at any date, any combination of Revolving Credit Lenders holding more than fifty percent (50%) of the sum of the aggregate amount of the Revolving Credit Commitment or, if the Revolving Credit Commitment has been terminated, any combination
of Revolving Credit Lenders holding more than fifty percent (50%) of the aggregate Extensions of Credit under the Revolving Credit Facility; provided that the Revolving Credit Commitment of, and the portion of the Extensions of Credit under
the Revolving Credit Facility, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Revolving Credit 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. 
 “Revolving Credit Commitment” means
(a) as to any Revolving Credit Lender, the obligation of such Revolving Credit Lender to make Revolving Credit Loans to, and to purchase participations in L/C Obligations and Swingline Loans for the account of, the Borrower hereunder in an
aggregate principal amount at any time outstanding not to exceed the amount set forth opposite such Revolving Credit Lender’s name on the Register, as such amount may be modified at any time or from time to time pursuant to the terms hereof
(including, without limitation, Section 5.13) and (b) as to all Revolving Credit Lenders, the aggregate commitment of all Revolving Credit Lenders to make Revolving Credit Loans, as such amount may be modified at any
time or from time to time pursuant to the terms hereof (including, without limitation, Section 5.13). The aggregate Revolving Credit Commitment of all the Revolving Credit Lenders on the Closing Date shall be $90,000,000.
The initial Revolving Credit Commitment of each Revolving Credit Lender is set forth opposite the name of such Lender on Schedule 1.1. 

  
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 “Revolving Credit Commitment Percentage” means, with respect to any
Revolving Credit Lender at any time, the percentage of the total Revolving Credit Commitments of all the Revolving Credit Lenders represented by such Revolving Credit Lender’s Revolving Credit Commitment. If the Revolving Credit Commitments
have terminated or expired, the Revolving Credit Commitment Percentages shall be determined based upon the Revolving Credit Commitments most recently in effect, giving effect to any assignments. The Revolving Credit Commitment Percentage of each
Revolving Credit Lender on the Closing Date is set forth opposite the name of such Lender on Schedule 1.1. 
 “Revolving
Credit Exposure” means, as to any Revolving Credit Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Credit Loans and such Revolving Credit Lender’s participation in L/C Obligations and
Swingline Loans at such time. 
 “Revolving Credit Facility” means the revolving credit facility established pursuant to
Article II (including any increase in such revolving credit facility established pursuant to Section 5.13). 

“Revolving Credit Lenders” means, collectively, all of the Lenders with a Revolving Credit Commitment. 

“Revolving Credit Loan” means any revolving loan made to the Borrower pursuant to Section 2.1, and
all such revolving loans collectively as the context requires. 
 “Revolving Credit Maturity Date” means the earliest to
occur of (a) December 14, 2023, (b) the date of termination of the entire Revolving Credit Commitment by the Borrower pursuant to Section 2.5, and (c) the date of termination of the Revolving Credit
Commitment pursuant to Section 10.2(a). 
 “Revolving Credit Note” means a promissory note made
by the Borrower in favor of a Revolving Credit Lender evidencing the Revolving Credit Loans made by such Revolving Credit Lender, substantially in the form attached as Exhibit A-1, and any
substitutes therefor, and any replacements, restatements, renewals or extension thereof, in whole or in part. 
 “Revolving Credit
Outstandings” means the sum of (a) with respect to Revolving Credit Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of
Revolving Credit Loans and Swingline Loans, as the case may be, occurring on such date; plus (b) with respect to any L/C Obligations on any date, the aggregate outstanding amount thereof on such date after giving effect to any Extensions
of Credit occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the
maximum amount available for drawing under Letters of Credit taking effect on such date. 
 “Revolving Extensions of
Credit” means (a) any Revolving Credit Loan then outstanding, (b) any Letter of Credit then outstanding or (c) any Swingline Loan then outstanding 

“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 Cash Management Agreement” means any Cash Management Agreement between or among any Credit Party and any Cash
Management Bank. 
 “Secured Hedge Agreement” means any Hedge Agreement between or among any Credit Party and any Hedge
Bank. 
 “Secured Obligations” means, collectively, (a) the Obligations and (b) all existing or future payment
and other obligations owing by any Credit Party under (i) any Secured Hedge Agreement and (ii) any Secured Cash Management Agreement; provided that the “Secured Obligations” of a Credit Party shall exclude any Excluded
Swap Obligations with respect to such Credit Party. 
 “Secured Parties” means, collectively, the Administrative Agent, the
Lenders, the Issuing Lenders, the Hedge Banks, the Cash Management Banks, each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to
Section 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 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. 

“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. 

  
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 “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, including without limitation the WFSC Indebtedness. 

“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. 

“Swap Obligation” means, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract or
transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act. 
 “Sweep
Arrangement” has the meaning assigned thereto in Section 2.2(a). 
 “Swingline
Commitment” means the lesser of (a) $15,000,000.00 and (b) the Revolving Credit Commitment. 
 “Swingline
Facility” means the swingline facility established pursuant to Section 2.2. 
 “Swingline
Lender” means Wells Fargo in its capacity as swingline lender hereunder or any successor thereto. 
 “Swingline
Loan” means any swingline loan made by the Swingline Lender to the Borrower pursuant to Section 2.2, and all such swingline loans collectively as the context requires. 

“Swingline Note” means a promissory note made by the Borrower in favor of the Swingline Lender evidencing the Swingline Loans
made by the Swingline Lender, substantially in the form attached as Exhibit A-4, and any substitutes therefor, and any replacements, restatements, renewals or
extension thereof, in whole or in part. 

  
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 “Swingline Participation Amount” has the meaning assigned thereto in
Section 2.2(b)(iii). 
 “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. 
 “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 A” means the term loan extended pursuant to Section 4.1(a). 

“Term Loan A Note” means a promissory note made by the Borrower in favor of a Term Loan Lender evidencing the portion of the
Term Loan A made by such Term Loan Lender, substantially in the form attached as Exhibit A-2, and any substitutes therefor, and any replacements, restatements, renewals or extension thereof, in
whole or in part. 
 “Term Loan Commitment” means (a) as to any Term Loan Lender, the obligation of such Term Loan
Lender to make a portion of the Term Loan A and/or the Real Estate Term Loans, as applicable, 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 Term Loan Commitment with respect to the Term Loan A of all Term Loan Lenders on the Closing Date shall be $69,000,000. The aggregate Term Loan Commitment with respect to the Real Estate Term
Loan of all Term Loan Lenders on the Closing Date shall be $26,000,000. 
 “Term Loan Facilities” means the term loan
facilities established pursuant to Article IV. 
 “Term Loan Lender” means any Lender with a Term Loan Commitment
and/or outstanding Term Loans. 
 “Term Loan Maturity Date” means the first to occur of (a) December 14, 2023,
and (b) the date of acceleration of the Term Loans pursuant to Section 10.2(a). 
 “Term Loan
Notes” means the Term Loan A Notes and the Real Estate Term Loan Notes and “Term Loan Note” means any of such Term Loan Notes. 

“Term Loan 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. 

“Term Loans” means the Term Loans A and the Real Estate Term Loans and “Term Loan” means any of such Term
Loans. 
 “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


  
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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 $2,500,000. 

“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Credit Exposure and
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. 
 “Uniform Customs” means the Uniform Customs and Practice for Documentary Credits (2007 Revision), effective July,
2007 International Chamber of Commerce Publication No. 600. 
 “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).

 “Wells Fargo” means Wells Fargo Bank, National Association, a national banking association. 

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

“WFSC Indebtedness” shall mean all obligations of the Borrower to WFSC and the other WFSC Junior Lenders pursuant to the WFSC
Indebtedness Documents. 
 “WFSC Indebtedness Documents” shall mean, collectively, the WFSC Loan Agreement, the WFSC Note,
the WFSC Subordination Agreement, and any and all other documents and instruments executed by WFSC, the other WFSC Junior Lenders and the Loan Parties relating to the WFSC Indebtedness and all amendments and modifications thereof approved by Agent.


  
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 “WFSC Junior Lenders” shall mean WFSC and each other lender from time to
time party to the WFSC Loan Agreement. 
 “WFSC Loan Agreement” shall mean that certain Senior Subordinated Credit
Agreement dated as of the Closing Date among the WFSC Junior Lenders, WFSC as a WFSC Junior Lender and as agent for the WFSC Junior Lenders, and the Loan Parties, as amended, restated, supplemented or otherwise modified in accordance with the terms
of the WFSC Subordination Agreement. 
 “WFSC Note” shall mean that certain Senior Subordinated Note dated as of the
Closing Date in the aggregate original principal amount of $25,000,000.00 executed by the Borrower payable to WFSC or its registered assigns, as amended from time to time as permitted under the WFSC Subordination Agreement and any other notes
permitted to be issued pursuant to the WFSC Loan Agreement and the WFSC Subordination Agreement. 
 “WFSC Subordination
Agreement” shall mean the Subordination Agreement dated as of the Closing Date among WFSC, both in its capacity as a WFSC Junior Lender and as agent for the WFSC Junior Lenders, the Administrative Agent and the Borrower, as amended from
time to time. 
 “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. 
 “Working Capital” means, for the Borrower and its Subsidiaries on a Consolidated basis and
calculated in accordance with GAAP, as of any date of determination, the excess of (a) current assets (other than cash, Cash Equivalents, taxes and deferred taxes) over (b) current liabilities, excluding, without duplication, (i) the
current portion of any long-term Indebtedness, (ii) outstanding Revolving Credit Loans and Swingline Loans, (iii) the current portion of current taxes and deferred income taxes and (iv) the current portion of accrued Consolidated
Interest Expense. 
 “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


  
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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. 
 (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. 

  
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 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 Letter of Credit Amounts. Unless
otherwise specified, all references herein to the amount of a Letter of Credit at any time shall be deemed to mean the maximum face amount of such Letter of Credit after giving effect to all increases thereof contemplated by such Letter of Credit or
the Letter of Credit Application therefor (at the time specified therefor in such applicable Letter of Credit or Letter of Credit Application and as such amount may be reduced by (a) any permanent reduction of such Letter of Credit or
(b) any amount which is drawn, reimbursed and no longer available under such Letter of Credit). 
 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). 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 
 REVOLVING CREDIT
FACILITY 
 SECTION 2.1 Revolving Credit Loans. Subject to the terms and conditions of this Agreement and the other Loan Documents,
and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, each Revolving Credit Lender severally agrees to make Revolving Credit Loans in Dollars to the Borrower from time to time from the
Closing Date to, but not including, the Revolving Credit Maturity Date as requested by the Borrower in accordance with the terms of Section 2.3; provided, that (a) the Revolving Credit Outstandings shall not
exceed the Revolving Credit Commitment and (b) the Revolving Credit Exposure of any Revolving Credit Lender shall not at any time exceed such Revolving Credit Lender’s Revolving Credit Commitment. Each Revolving Credit Loan by a Revolving
Credit Lender shall be in a principal amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate principal amount of Revolving Credit Loans requested on such occasion. Subject to the terms and
conditions hereof, the Borrower may borrow, repay and reborrow Revolving Credit Loans hereunder until the Revolving Credit Maturity Date. 

  
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 SECTION 2.2 Swingline Loans. 

(a) Availability. Subject to the terms and conditions of this Agreement and the other Loan Documents, including, without limitation,
Section 6.2(e) of this Agreement, and in reliance upon the representations and warranties set forth in this Agreement and the other Loan Documents, the Swingline Lender may, in its sole discretion, make Swingline Loans in
Dollars to the Borrower from time to time from the Closing Date to, but not including, the Revolving Credit Maturity Date; provided, that (i) after giving effect to any amount requested, the Revolving Credit Outstandings shall not exceed
the Revolving Credit Commitment and (ii) the aggregate principal amount of all outstanding Swingline Loans (after giving effect to any amount requested) shall not exceed the Swingline Commitment. Notwithstanding any provision herein to the
contrary, the Swingline Lender and the Borrower may agree that the Swingline Facility may be used to automatically draw and repay Swingline Loans (subject to the limitations set forth herein) pursuant to cash management arrangements between the
Borrower and the Swingline Lender (the “Sweep Arrangement”). Principal and interest on Swingline Loans deemed requested pursuant to the Sweep Arrangement shall be paid pursuant to the terms and conditions agreed to between the
Borrower and the Swingline Lender (without any deduction, setoff or counterclaim whatsoever). The borrowing and disbursement provisions set forth in Section 2.3 and any other provision hereof with respect to the timing or
amount of payments on the Swingline Loans (other than Section 2.4(a)) shall not be applicable to Swingline Loans made and prepaid pursuant to the Sweep Arrangement. Unless sooner paid pursuant to the provisions hereof or
the provisions of the Sweep Arrangement, the principal amount of the Swingline Loans shall be paid in full, together with accrued interest thereon, on the Revolving Credit Maturity Date. 

(b) Refunding. 

(i) The Swingline Lender shall, on Friday (or another day agreed to by the Borrower and the Swingline Lender) of each week, on
behalf of the Borrower (which hereby irrevocably direct the Swingline Lender to act on their behalf), by written notice given no later than 11:00 a.m. on any Business Day request each Revolving Credit Lender to make, and each Revolving Credit Lender
hereby agrees to make, a Revolving Credit Loan as a DBLR Loan in an amount equal to such Revolving Credit Lender’s Revolving Credit Commitment Percentage of the aggregate amount of the Swingline Loans outstanding on the date of such notice, to
repay the Swingline Lender. Each Revolving Credit Lender shall make the amount of such Revolving Credit Loan available to the Administrative Agent in immediately available funds at the Administrative Agent’s Office not later than 1:00 p.m. on
the day specified in such notice. The proceeds of such Revolving Credit Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the Swingline Lender to the repayment of the Swingline Loans. No
Revolving Credit Lender’s obligation to fund its respective Revolving Credit Commitment Percentage of a Swingline Loan shall be affected by any other Revolving Credit Lender’s failure to fund its Revolving Credit Commitment Percentage of a
Swingline Loan, nor shall any Revolving Credit Lender’s Revolving Credit Commitment Percentage be increased as a result of any such failure of any other Revolving Credit Lender to fund its Revolving Credit Commitment Percentage of a Swingline
Loan. 
 (ii) The Borrower shall pay to the Swingline Lender on demand, and in any event on the Revolving Credit Maturity
Date, in immediately available funds the amount of such Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans requested or required to be refunded. In
addition, the Borrower irrevocably authorize the Administrative Agent to charge any account maintained by the Borrower with the Swingline Lender (up to the amount available therein) in order to immediately pay the Swingline Lender the amount of such
Swingline Loans to the extent amounts received from the Revolving Credit Lenders are not sufficient to repay in full the outstanding Swingline Loans 

  
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requested or required to be refunded. If any portion of any such amount paid to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in bankruptcy or
otherwise, the loss of the amount so recovered shall be ratably shared among all the Revolving Credit Lenders in accordance with their respective Revolving Credit Commitment Percentages. 

(iii) If for any reason any Swingline Loan cannot be refinanced with a Revolving Credit Loan pursuant to
Section 2.2(b)(i), each Revolving Credit Lender shall, on the date such Revolving Credit Loan was to have been made pursuant to the notice referred to in Section 2.2(b)(i), purchase for cash an
undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to such Revolving Lender’s Revolving Credit Commitment Percentage
of the aggregate principal amount of Swingline Loans then outstanding. Each Revolving Credit Lender will immediately transfer to the Swingline Lender, in immediately available funds, the amount of its Swingline Participation Amount. Whenever, at any
time after the Swingline Lender has received from any Revolving Credit Lender such Revolving Credit Lender’s Swingline Participation Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will
distribute to such Revolving Credit Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of time during which such Lender’s participating interest was outstanding and funded
and, in the case of principal and interest payments, to reflect such Revolving Credit Lender’s pro rata portion of such payment if such payment is not sufficient to pay the principal of and interest on all Swingline Loans then due);
provided that in the event that such payment received by the Swingline Lender is required to be returned, such Revolving Credit Lender will return to the Swingline Lender any portion thereof previously distributed to it by the Swingline
Lender. 
 (iv) Each Revolving Credit Lender’s obligation to make the Revolving Credit Loans referred to in Section
2.2(b)(i) and to purchase participating interests pursuant to Section 2.2(b)(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff,
counterclaim, recoupment, defense or other right that such Revolving Credit Lender or the Borrower may have against the Swingline Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default
or an Event of Default or the failure to satisfy any of the other conditions specified in Article VI, (C) any adverse change in the condition (financial or otherwise) of the Borrower, (D) any breach of this Agreement or any other
Loan Document by the Borrower, any other Credit Party or any other Revolving Credit Lender or (E) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 

(v) If any Revolving Credit Lender fails to make available to the Administrative Agent, for the account of the Swingline
Lender, any amount required to be paid by such Revolving Credit Lender pursuant to the foregoing provisions of this Section 2.2(b) by the time specified in Section 2.2(b)(i) or 2.2(b)(iii),
as applicable, the Swingline Lender shall be entitled to recover from such Revolving Credit Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the
date on which such payment is immediately available to the Swingline Lender at a rate per annum equal to the applicable Federal Funds Rate, plus any administrative, processing or similar fees customarily charged by the Swingline Lender in connection
with the foregoing. If such Revolving Credit Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Revolving Credit Lender’s Revolving Credit Loan or Swingline Participation Amount, as the case
may be. A certificate of the Swingline Lender submitted to any Revolving Credit Lender (through the Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

  
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 (c) Defaulting Lenders. Notwithstanding anything to the contrary
contained in this Agreement, this Section 2.2 shall be subject to the terms and conditions of Section 5.14 and Section 5.15. 

SECTION 2.3 Procedure for Advances of Revolving Credit Loans and Swingline Loans. 

(a) Requests for Borrowing. The Borrower shall give the Administrative Agent irrevocable prior written notice substantially in the form
of Exhibit B (a “Notice of Borrowing”) not later than 11:00 a.m. (i) on the same Business Day as each DBLR Loan and each Swingline Loan (other than Swingline Loans made pursuant to the Sweep Arrangement) and
(ii) at least three (3) Business Days before each LIBOR Rate Loan, of its intention to borrow, specifying (A) the date of such borrowing, which shall be a Business Day, (B) the amount of such borrowing, which shall be, if the
Loans are to be LIBOR Rate Loans, in an aggregate principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof, (C) whether such Loan is to be a Revolving Credit Loan or Swingline Loan, (D) in the case of a Revolving
Credit Loan whether the Loans are to be LIBOR Rate Loans or DBLR Loans, and (E) in the case of a LIBOR Rate Loan, the duration of the Interest Period applicable thereto. If the Borrower fails to specify a type of Loan in a Notice of Borrowing,
then the applicable Loans shall be made as DBLR Loans. If the Borrower requests a borrowing of LIBOR Rate Loans in any such Notice of Borrowing, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one
month. A Notice of Borrowing received after 11:00 a.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the Revolving Credit Lenders of each Notice of Borrowing. 

(b) Disbursement of Revolving Credit Loans and Swingline Loans. Not later than 1:00 p.m. on the proposed borrowing date, (i) each
Revolving Credit Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the Administrative Agent in funds immediately available to the Administrative Agent, such Revolving Credit Lender’s
Revolving Credit Commitment Percentage of the Revolving Credit Loans to be made on such borrowing date and (ii) the Swingline Lender will make available to the Administrative Agent, for the account of the Borrower, at the office of the
Administrative Agent in funds immediately available to the Administrative Agent, the Swingline Loans to be made on such borrowing date (other than Swingline Loans made pursuant to the Sweep Arrangement). The Borrower hereby irrevocably authorizes
the Administrative Agent to disburse the proceeds of each borrowing requested pursuant to this Section in immediately available funds by crediting or wiring such proceeds to the deposit account of the Borrower identified in the most recent notice
substantially in the form attached as Exhibit C (a “Notice of Account Designation”) delivered by the Borrower to the Administrative Agent or as may be otherwise agreed upon by the Borrower and the Administrative Agent
from time to time. Subject to Section 5.7 hereof, the Administrative Agent shall not be obligated to disburse the portion of the proceeds of any Revolving Credit Loan requested pursuant to this Section to the extent that
any Revolving Credit Lender has not made available to the Administrative Agent its Revolving Credit Commitment Percentage of such Loan. Revolving Credit Loans to be made for the purpose of refunding Swingline Loans shall be made by the Revolving
Credit Lenders as provided in Section 2.2(b). 
 SECTION 2.4 Repayment and Prepayment of Revolving Credit Loans
and Swingline Loans. 
 (a) Repayment on Termination Date. The Borrower hereby agrees, on a joint and several basis, to repay the
outstanding principal amount of (i) all Revolving Credit Loans in full on the Revolving Credit Maturity Date, and (ii) all Swingline Loans in accordance with Section 2.2(b) (but, in any event, no later than the
Revolving Credit Maturity Date), together, in each case, with all accrued but unpaid interest thereon 
 (b) Mandatory Prepayments.
If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower jointly and severally agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account
of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied 

  
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first, to the principal amount of outstanding Swingline Loans, second, to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of
Credit then outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit Lenders, in an amount equal to such excess (such Cash Collateral to be applied in
accordance with Section 10.2(b)). 
 (c) Optional Prepayments. The Borrower may at any time and from time
to time prepay Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a
“Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day as each DBLR Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date
and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, DBLR Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each; provided, that such notice shall not be required with
respect to prepayments of Swingline Loans pursuant to the Sweep Arrangement. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice
shall be due and payable on the date set forth in such notice. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to
Section 5.9 hereof. 
 (d) Prepayment of Excess Proceeds. In the event proceeds remain after the
prepayments of Term Loan Facilities pursuant to Section 4.4(b), the amount of such excess proceeds shall be used on the date of the required prepayment under Section 4.4(b) to prepay the
outstanding principal amount of the Revolving Credit Loans, without a corresponding reduction of the Revolving Credit Commitment, with remaining proceeds, if any, refunded to the Borrower. 

(e) Limitation on Prepayment of LIBOR Rate Loans. The Borrower may not prepay any LIBOR Rate Loan on any day other than on the last day
of the Interest Period applicable thereto unless such prepayment is accompanied by any amount required to be paid pursuant to Section 5.9 hereof. 

(f) Hedge Agreements. No repayment or prepayment of the Loans pursuant to this Section shall affect any of the Borrower’s
obligations under any Hedge Agreement entered into with respect to the Loans. 
 SECTION 2.5 Permanent Reduction of the Revolving Credit
Commitment. 
 (a) Voluntary Reduction. The Borrower shall have the right at any time and from time to time, upon at least five
(5) Business Days prior irrevocable written notice to the Administrative Agent, to permanently reduce, without premium or penalty, (i) the entire Revolving Credit Commitment at any time or (ii) portions of the Revolving Credit
Commitment, from time to time, in an aggregate principal amount not less than $2,000,000 or any whole multiple of $1,000,000 in excess thereof. Any reduction of the Revolving Credit Commitment shall be applied to the Revolving Credit Commitment of
each Revolving Credit Lender according to its Revolving Credit Commitment Percentage. All Commitment Fees accrued until the effective date of any termination of the Revolving Credit Commitment shall be paid on the effective date of such termination.

 (b) Corresponding Payment. Each permanent reduction permitted pursuant to this Section shall be accompanied by a payment of
principal sufficient to reduce the aggregate outstanding Revolving Credit Loans, Swingline Loans and L/C Obligations, as applicable, after such reduction to the Revolving Credit Commitment as so reduced, and if the aggregate amount of all
outstanding Letters of Credit exceeds the Revolving Credit Commitment as so reduced, the Borrower shall be required to deposit Cash Collateral 

  
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in a Cash Collateral account opened by the Administrative Agent in an amount equal to such excess. Such Cash Collateral shall be applied in accordance with
Section 10.2(b). Any reduction of the Revolving Credit Commitment to zero shall be accompanied by payment of all outstanding Revolving Credit Loans and Swingline Loans (and furnishing of Cash Collateral satisfactory to the
Administrative Agent for all L/C Obligations) and shall result in the termination of the Revolving Credit Commitment, the Swingline Commitment, and the Revolving Credit Facility. If the reduction of the Revolving Credit Commitment requires the
repayment of any LIBOR Rate Loan, such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. 

SECTION 2.6 Termination of Revolving Credit Facility. The Revolving Credit Facility and the Revolving Credit Commitments shall
terminate on the Revolving Credit Maturity Date. 
 ARTICLE III 

LETTER OF CREDIT FACILITY 

SECTION 3.1 L/C Facility. 

(a) Availability. Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the Revolving
Credit Lenders set forth in Section 3.4(a), agrees to issue standby or commercial Letters of Credit in an aggregate amount not to exceed its L/C Commitment for the account of the Borrower, Letters of Credit may be
issued on any Business Day from the Closing Date to, but not including the thirtieth (30th) Business Day prior to the Revolving Credit Maturity Date in such form as may be approved from time to
time by the applicable Issuing Lender; provided, that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (a) the L/C Obligations would exceed the L/C Sublimit or (b) the Revolving Credit
Outstandings would exceed the Revolving Credit Commitment. 
 (b) Terms of Letters of Credit. Each Letter of Credit shall (i) be
denominated in Dollars, (ii) expire on a date no more than twelve (12) months after the date of issuance or last renewal of such Letter of Credit, which date shall be no later than the fifth (5th) Business Day prior to the Revolving Credit
Maturity Date, and (iii) be subject to the Uniform Customs, in the case of a commercial Letter of Credit, or ISP98, in the case of a standby Letter of Credit, in each case as set forth in the Letter of Credit Application or as determined by the
applicable Issuing Lender and, to the extent not inconsistent therewith, the laws of the State of New York. No Issuing Lender shall at any time be obligated to issue any Letter of Credit hereunder if (A) any order, judgment or decree of any
Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain such Issuing Lender from issuing such Letter of Credit, or any Applicable Law applicable to such Issuing Lender or any request or directive (whether or not having
the force of law) from any Governmental Authority with jurisdiction over such Issuing Lender shall prohibit, or request that such Issuing Lender refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or
shall impose upon such Issuing Lender with respect to letters of credit generally or such Letter of Credit in particular any restriction or reserve or capital requirement (for which such Issuing Lender is not otherwise compensated) not in effect on
the Closing Date, or any unreimbursed loss, cost or expense that was not applicable, in effect or known to such Issuing Lender as of the Closing Date and that such Issuing Lender in good faith deems material to it, (B) the conditions set forth
in Section 6.2 are not satisfied, (C) the issuance of such Letter of Credit would violate one or more policies of such Issuing Lender applicable to letters of credit generally or (D) the beneficiary of such Letter
of Credit is a Sanctioned Person. References herein to “issue” and derivations thereof with respect to Letters of Credit shall also include extensions or modifications of any outstanding Letters of Credit, unless the context otherwise
requires. 
 (c) Defaulting Lenders. Notwithstanding anything to the contrary contained in this Agreement, Article III shall
be subject to the terms and conditions of Section 5.14 and Section 5.15. 

  
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 SECTION 3.2 Procedure for Issuance of Letters of Credit. The Borrower may from time
to time request that any Issuing Lender issue a Letter of Credit by delivering to such Issuing Lender at its applicable office (with a copy to the Administrative Agent at the Administrative Agent’s Office) a Letter of Credit Application
therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and other papers and information as such Issuing Lender or the Administrative Agent may request. Upon receipt of any Letter of Credit Application,
the applicable Issuing Lender shall, if in its sole discretion it elects to do so, process such Letter of Credit Application and the certificates, documents and other papers and information delivered to it in connection therewith in accordance with
its customary procedures and shall, subject to Section 3.1 and Article VI, promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit
earlier than three (3) Business Days after its receipt of the Letter of Credit Application therefor and all such other certificates, documents and other papers and information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by such Issuing Lender and the Borrower. The applicable Issuing Lender shall promptly furnish to the Borrower and the Administrative Agent a copy of such Letter of Credit and the
Administrative Agent shall promptly notify each Revolving Credit Lender of the issuance and upon request by any Lender, furnish to such Revolving Credit Lender a copy of such Letter of Credit and the amount of such Revolving Credit Lender’s
participation therein. 
 SECTION 3.3 Commissions and Other Charges. 

(a) Letter of Credit Commissions. Subject to Section 5.15(a)(iii)(B), the Borrower shall pay to the
Administrative Agent, for the account of the applicable Issuing Lender and the L/C Participants, a letter of credit commission with respect to each Letter of Credit in the amount equal to the daily amount available to be drawn under such Letters of
Credit times the Applicable Margin with respect to Revolving Credit Loans that are LIBOR Rate Loans (determined, in each case, on a per annum basis). Such commission shall be payable quarterly in arrears on the last Business Day of each calendar
quarter, on the Revolving Credit Maturity Date and thereafter on demand of the Administrative Agent. The Administrative Agent shall, promptly following its receipt thereof, distribute to the applicable Issuing Lender and the L/C Participants all
commissions received pursuant to this Section 3.3 in accordance with their respective Revolving Credit Commitment Percentages. 

(b) Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its
own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender as set forth in the Fee Letter executed by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each
calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender. 

(c) Other Fees, Costs, Charges and Expenses. In addition to the foregoing fees and commissions, the Borrower shall pay or reimburse
each Issuing Lender for such normal and customary fees, costs, charges and expenses as are incurred or charged by such Issuing Lender in issuing, effecting payment under, amending or otherwise administering any Letter of Credit issued by it. 

SECTION 3.4 L/C Participations. 

(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce each Issuing Lender to issue
Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and
risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in each Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued by it hereunder and the amount


  
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of each draft paid by such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if a draft is paid under any Letter of Credit
issued by such Issuing Lender for which such Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender
upon demand at such Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed. 

(b) Upon becoming aware of any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to
Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit, issued by it, such Issuing Lender shall notify the Administrative Agent of such unreimbursed
amount and the Administrative Agent shall notify each L/C Participant (with a copy to the applicable Issuing Lender) of the amount and due date of such required payment and such L/C Participant shall pay to the Administrative Agent (which, in turn
shall pay such Issuing Lender) the amount specified on the applicable due date. If any such amount is paid to such Issuing Lender after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand, in addition to
such amount, the product of (i) such amount, times (ii) the daily average Federal Funds Rate as determined by the Administrative Agent during the period from and including the date such payment is due to the date on which such
payment is immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which is 360. A certificate of such Issuing Lender with
respect to any amounts owing under this Section shall be conclusive in the absence of manifest error. With respect to payment to such Issuing Lender of the unreimbursed amounts described in this Section, if the L/C Participants receive notice that
any such payment is due (A) prior to 1:00 p.m. on any Business Day, such payment shall be due that Business Day, and (B) after 1:00 p.m. on any Business Day, such payment shall be due on the following Business Day. 

(c) Whenever, at any time after any Issuing Lender has made payment under any Letter of Credit issued by it and has received from any L/C
Participant its Revolving Credit Commitment Percentage of such payment in accordance with this Section, such Issuing Lender receives any payment related to such Letter of Credit (whether directly from the Borrower or otherwise), or any payment of
interest on account thereof, such Issuing Lender will distribute to such L/C Participant its pro rata share thereof; provided, that in the event that any such payment received by such Issuing Lender shall be required to be
returned by such Issuing Lender, such L/C Participant shall return to such Issuing Lender the portion thereof previously distributed by such Issuing Lender to it. 

(d) Each L/C Participant’s obligation to make the Revolving Credit Loans referred to in Section 3.4(b) and to
purchase participating interests pursuant to Section 3.4(a) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any setoff, counterclaim, recoupment, defense or other right
that such Revolving Credit Lender or the Borrower may have against the Issuing Lender, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of a Default or an Event of Default or the failure to satisfy
any of the other conditions specified in Article VI, (iii) any adverse change in the condition (financial or otherwise) of the Borrower, (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Credit
Party or any other Revolving Credit Lender or (v) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. 

SECTION 3.5 Reimbursement Obligation of the Borrower. In the event of any drawing under any Letter of Credit, the Borrower agrees to
reimburse (either with the proceeds of a Revolving Credit Loan as provided for in this Section or with funds from other sources), in same day funds, the applicable Issuing Lender on each date on which such Issuing Lender notifies the Borrower of the
date and amount of a draft paid by it under any Letter of Credit for the amount of (a) such draft so paid and (b) any amounts referred 

  
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to in Section 3.3(c) incurred by such Issuing Lender in connection with such payment. Unless the Borrower shall immediately notify such Issuing Lender that the Borrower
intends to reimburse such Issuing Lender for such drawing from other sources or funds, the Borrower shall be deemed to have timely given a Notice of Borrowing to the Administrative Agent requesting that the Revolving Credit Lenders make a Revolving
Credit Loan as a DBLR Loan on the applicable repayment date in the amount of (i) such draft so paid and (ii) any amounts referred to in Section 3.3(c) incurred by such Issuing Lender in connection with such
payment, and the Revolving Credit Lenders shall make a Revolving Credit Loan as a DBLR Loan in such amount, the proceeds of which shall be applied to reimburse such Issuing Lender for the amount of the related drawing and such fees and expenses.
Each Revolving Credit Lender acknowledges and agrees that its obligation to fund a Revolving Credit Loan in accordance with this Section to reimburse such Issuing Lender for any draft paid under a Letter of Credit issued by it is absolute and
unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, non-satisfaction of the conditions set forth in Section 2.3(a) or Article
VI. If the Borrower has elected to pay the amount of such drawing with funds from other sources and shall fail to reimburse such Issuing Lender as provided above, or if the amount of such drawing is not fully refunded through a DBLR Loan as
provided above, the unreimbursed amount of such drawing shall bear interest at the rate which would be payable on any outstanding DBLR Loans which were then overdue from the date such amounts become payable (whether at stated maturity, by
acceleration or otherwise) until payment in full. 
 SECTION 3.6 Obligations Absolute. The Borrower’s obligations under this
Article III (including, without limitation, the Reimbursement Obligation) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense to payment which the Borrower may have or
have had against the applicable Issuing Lender or any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees that the applicable Issuing Lender and the L/C Participants shall not be responsible for, and the Borrower’s
Reimbursement Obligation under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any endorsements thereon, even though such documents shall in fact prove to be invalid,
fraudulent or forged, or any dispute between or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or any claims whatsoever of the Borrower against any beneficiary of
such Letter of Credit or any such transferee. No Issuing Lender shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of
Credit issued by it, except for errors or omissions caused by such Issuing Lender’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final nonappealable judgment. The Borrower agrees that any action
taken or omitted by any Issuing Lender under or in connection with any Letter of Credit issued by it or the related drafts or documents, if done in the absence of gross negligence or willful misconduct shall be binding on the Borrower and shall not
result in any liability of such Issuing Lender or any L/C Participant to the Borrower. The responsibility of any Issuing Lender to the Borrower in connection with any draft presented for payment under any Letter of Credit issued to it shall, in
addition to any payment obligation expressly provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such Letter of Credit in connection with such presentment substantially conforms
to the requirements under such Letter of Credit. 
 SECTION 3.7 Effect of Letter of Credit Application. To the extent that any
provision of any Letter of Credit Application related to any Letter of Credit is inconsistent with the provisions of this Article III, the provisions of this Article III shall apply. 

  
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 SECTION 3.8 Resignation of Issuing Lenders. 

(a) Any Lender may at any time resign from its role as an Issuing Lender hereunder upon not less than thirty (30) days
prior notice to the Borrower and the Administrative Agent (or such shorter period of time as may be acceptable to the Borrower and the Administrative Agent). 

(b) Any resigning Issuing Lender shall retain all the rights, powers, privileges and duties of an Issuing Lender hereunder with
respect to all Letters of Credit issued by it that are outstanding as of the effective date of its resignation as an Issuing Lender and all L/C Obligations with respect thereto (including, without limitation, the right to require the
Revolving Credit Lenders to take such actions as are required under Section 3.4). Without limiting the foregoing, upon the resignation of a Lender as an Issuing Lender hereunder, the Borrower may, or at the request of such
resigned Issuing Lender the Borrower shall, use commercially reasonable efforts to, arrange for one or more of the other Issuing Lenders to issue Letters of Credit hereunder in substitution for the Letters of Credit, if any, issued by such resigned
Issuing Lender and outstanding at the time of such resignation, or make other arrangements satisfactory to the resigned Issuing Lender to effectively cause another Issuing Lender to assume the obligations of the resigned Issuing Lender with respect
to any such Letters of Credit. 
 SECTION 3.9 Reporting of Letter of Credit Information and L/C Commitment. At any time that there is
an Issuing Lender that is not also the financial institution acting as Administrative Agent, then (a) on the last Business Day of each calendar month, (b) on each date that a Letter of Credit is amended, terminated or otherwise expires,
(c) on each date that a Letter of Credit is issued or the expiry date of a Letter of Credit is extended, and (d) upon the request of the Administrative Agent, each Issuing Lender (or, in the case of clauses (b), (c) or (d) of this
Section, the applicable Issuing Lender) shall deliver to the Administrative Agent a report setting forth in form and detail reasonably satisfactory to the Administrative Agent information (including, without limitation, any reimbursement, Cash
Collateral, or termination in respect of Letters of Credit issued by such Issuing Lender) with respect to each Letter of Credit issued by such Issuing Lender that is outstanding hereunder. In addition, each Issuing Lender shall provide notice to the
Administrative Agent of its L/C Commitment, or any change thereto, promptly upon it becoming an Issuing Lender or making any change to its L/C Commitment. No failure on the part of any Issuing Lender to provide such information pursuant to this
Section 3.9 shall limit the obligations of the Borrower or any Revolving Credit Lender hereunder with respect to its reimbursement and participation obligations hereunder. 

ARTICLE IV 
 TERM LOAN FACILITIES

 SECTION 4.1 Term Loans. 

(a) Term Loan A. 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 A
to the Borrower on the Closing Date in a principal amount equal to such Lender’s Term Loan Commitment with respect to the Term Loan A as of the Closing Date. Notwithstanding the foregoing, if the total Term Loan Commitment applicable to the
Term Loan A as of the Closing Date is not drawn on the Closing Date, the undrawn amount shall automatically be cancelled. 

(b) Real Estate Term Loan. 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 Real Estate
Term Loan to the Borrower on the Closing Date 

  
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in a principal amount equal to such Lender’s Term Loan Commitment with respect to the Real Estate Term Loan as of the Closing Date. Notwithstanding the foregoing, if the total Term Loan
Commitment applicable to the Real Estate Term Loan as of the Closing Date is not drawn on the Closing Date, the undrawn amount shall automatically be cancelled. 

SECTION 4.2 Procedure for Advances of Term Loans. 

(a) Term Loan A and Real Estate Term Loan. The Borrower shall give the Administrative Agent an irrevocable Notice of
Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Term Loan A and the Real Estate Term Loan, in each case as a DBLR Loan on such date (provided that the Borrower may request, no later than three
(3) Business Days prior to the Closing Date, that the Term Loan Lenders make such Term Loans as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the
Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). 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 A and/or the Real Estate 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 A
and the Real Estate Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing. 

SECTION 4.3 Repayment of Term Loans. 

(a) Term Loan A. The Borrower shall repay the aggregate outstanding principal amount of the Term Loan A in consecutive
quarterly installments equal to $1,725,000 on the last Business Day of each of March, June, September and December commencing March 31, 2019, except as the amounts of individual installments may be adjusted pursuant to
Section 4.4 hereof: If not sooner paid, the Term Loan A shall be paid in full, together with accrued interest thereon, on the Term Loan Maturity Date. 

(b) Real Estate Term Loan. The Borrower shall repay the aggregate outstanding principal amount of the Real Estate Term
Loan in consecutive quarterly installments equal to $325,000 on the last Business Day of each of March, June, September and December commencing March 31, 2019, except as the amounts of individual installments may be adjusted pursuant to
Section 4.4 hereof: If not sooner paid, the Real Estate Term Loan shall be paid in full, together with accrued interest thereon, on the Term Loan Maturity Date. 

SECTION 4.4 Prepayments of Term Loans. 

(a) Optional Prepayments. The Borrower shall have the right at any time and from time to time, without premium or
penalty, to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each DBLR Loan and (ii) at least three (3) Business
Days before each LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is of LIBOR Rate Loans or DBLR Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment
is of the Term Loan A or the Real Estate Term Loan, or a combination thereof, and if a combination thereof, the amount allocable to each. 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 A or the Real Estate Term Loan as directed by the Borrower. Each repayment shall be accompanied by any amount required to be paid pursuant to 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. 

  
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 (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. 

(iii) Excess Cash Flow. After the end of each and every Fiscal Year (commencing with the Fiscal Year ending
December 31, 2019) that the Borrower’s Consolidated Total Leverage Ratio exceeds 2.50 to 1.00 as of the end of such Fiscal Year (even if the Borrower’s Consolidated Total Leverage Ratio was at or below 2.50 to 1.00 as of the end of a
prior Fiscal Year), within five (5) Business Days after the earlier to occur of (x) the delivery of the financial statements and related Officer’s Compliance Certificate for such Fiscal Year and (y) the date on which the
financial statements and the related Officer’s Compliance Certificate for such fiscal year are required to be delivered pursuant to Section 8.1(a) and Section 8.2(a), the Borrower shall make
mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in an amount equal to fifty percent (50%) of Excess Cash Flow, if any, for such Fiscal Year. 

  
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 (iv) Notice; Manner of Payment. Upon the occurrence of any event
triggering the prepayment requirement under clause (i) or (iii) 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 related to real estate shall be applied as follows: first, to prepay the remaining scheduled amortization payments of the Real Estate Term Loans a pro
rata basis and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each prepayment of the
Loans under this Section from Net Cash Proceeds related to equipment shall be applied as follows: first, to prepay the remaining scheduled amortization payments of the Term Loan A on a pro rata basis and second, to the
extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. Each prepayment of the Loans under this Section from Excess Cash
Flow or Net Cash Proceeds not related to either real estate or equipment shall be applied as follows: first, to prepay the remaining scheduled amortization payments of the Term Loan A and the Real Estate Term Loan on a pro rata
basis and second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(d), without a corresponding reduction in the Revolving Credit Commitment. 

(v) Prepayment of LIBOR Rate Loans. Each prepayment shall be accompanied by any amount required to be paid pursuant to
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). 
 (vi) No Reborrowings. Amounts prepaid under the Term Loans pursuant to
this Section may not be reborrowed. 
 (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, at the
election of the Borrower, (i) Revolving Credit Loans and the Term Loans shall bear interest at (A) the Daily Floating LIBOR Rate plus the Applicable Margin or (B) the LIBOR Rate plus the Applicable Margin
(provided that the LIBOR Rate shall not be available until three (3) Business Days after the Closing Date unless the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the
Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement) and (ii) any Swingline Loan shall bear interest at the Daily Floating LIBOR Rate plus the Applicable
Margin. The Borrower shall select the rate of interest and Interest Period, if any, applicable to any Loan at the time a Notice of Borrowing is given or at the time a Notice of Conversion/Continuation is given pursuant to
Section 5.2. 
 (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) the Borrower shall no longer have the option to request LIBOR Rate Loans, Swingline Loans or Letters of Credit,
(B) all outstanding LIBOR Rate 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 LIBOR Rate Loans until the end of the applicable Interest Period and
thereafter at a rate equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to DBLR Loans, (C) all outstanding DBLR Loans and other Obligations arising hereunder or under any other Loan Document shall
bear interest at a rate per annum equal to two percent (2%) in excess of the rate (including the Applicable Margin) then applicable to DBLR Loans or such other Obligations arising hereunder or under any other Loan Document and (D) 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 DBLR Loan shall be due and payable in arrears on
the last Business Day of each calendar quarter commencing December 31, 2018; and interest on each LIBOR Rate Loan shall be due and payable on the last day of each Interest Period applicable thereto, and if such Interest Period extends over
three (3) months, at the end of each three (3) month interval during such Interest Period. 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 

  
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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 Notice and Manner of Conversion or Continuation of Loans. Provided that no Default or Event of Default has occurred and is
then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of any outstanding DBLR Loans (other than Swingline Loans) in a principal amount equal to $2,000,000 or any whole multiple of $1,000,000 in excess
thereof into one or more LIBOR Rate Loans and (b) upon the expiration of any Interest Period, (i) convert all or any part of its outstanding LIBOR Rate Loans in a principal amount equal to $2,000,000 or a whole multiple of $1,000,000 in
excess thereof into DBLR Loans (other than Swingline Loans) or (ii) continue such LIBOR Rate Loans as LIBOR Rate Loans. Whenever the Borrower desires to convert or continue Loans as provided above, the Borrower shall give the Administrative
Agent irrevocable prior written notice in the form attached as Exhibit E (a “Notice of Conversion/Continuation”) not later than 11:00 a.m. three (3) Business Days before the day on which a proposed conversion or
continuation of such Loan is to be effective specifying (A) the Loans to be converted or continued, and, in the case of any LIBOR Rate Loan to be converted or continued, the last day of the Interest Period therefor, (B) the effective date
of such conversion or continuation (which shall be a Business Day), (C) the principal amount of such Loans to be converted or continued, and (D) the Interest Period to be applicable to such converted or continued LIBOR Rate Loan. If the
Borrower fails to give a timely Notice of Conversion/Continuation prior to the end of the Interest Period for any LIBOR Rate Loan, then the applicable LIBOR Rate Loan shall be converted to a DBLR Loan. Any such automatic conversion to a DBLR Loan
shall be effective as of the last day of the Interest Period then in effect with respect to the applicable LIBOR Rate Loan. If the Borrower requests a conversion to, or continuation of, LIBOR Rate Loans, but fails to specify an Interest Period, it
will be deemed to have specified an Interest Period of one month. Notwithstanding anything to the contrary herein, a Swingline Loan may not be converted to a LIBOR Rate Loan. The Administrative Agent shall promptly notify the affected Lenders of
such Notice of Conversion/Continuation. 
 SECTION 5.3 Fees. 

(a) Commitment Fees. Commencing on the Closing Date, subject to Section 5.15(a)(iii)(A), the
Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the “Commitment Fee”) at a rate per annum equal to 0.20% on
the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided, that the amount of outstanding Swingline Loans shall not be considered usage of the
Revolving Credit Commitment for the purpose of calculating the Commitment Fee. The Commitment Fees shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing December 31, 2018 and
ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit
have been terminated or expired (or been Cash Collateralized) and the Revolving Credit Commitment has been terminated. The Commitment Fees shall be distributed by the Administrative Agent to the Revolving Credit Lenders (other than any Defaulting
Lender) pro rata in accordance with such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentages. 

  
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 (b) Other Fees. The Borrower shall pay to the Arranger and the
Administrative Agent for their own respective accounts fees in the amounts and at the times specified in their Fee Letter. The Borrower shall pay to the Lenders such fees as shall have been separately agreed upon in writing in the amounts and at the
times so specified. 
 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 (including the Reimbursement Obligation) 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 on account of the principal of or interest on the Swingline Loans or of any fee, commission or other amounts payable to the Swingline Lender shall be made in like manner (other than payments made pursuant to the
Sweep Arrangement), but for the account of the Swingline Lender. Each payment to the Administrative Agent of any Issuing Lender’s fees or L/C Participants’ commissions shall be made in like manner, but for the account of such Issuing
Lender or the L/C Participants, as the case may be. 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 5.9, 5.10, 5.11 or 12.3 shall be paid to the Administrative Agent for the account of the applicable Lender. Subject to the definition of Interest Period, 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.
Notwithstanding the foregoing, if there exists a Defaulting Lender each payment by the Borrower to such Defaulting Lender hereunder shall be applied in accordance with Section 5.15(a)(ii). 

SECTION 5.5 Evidence of Indebtedness. 

(a) Extensions of Credit. The Extensions of Credit made by each Lender and each Issuing Lender shall be evidenced by one
or more accounts or records maintained by such Lender or such Issuing Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender or the applicable Issuing
Lender shall be conclusive absent manifest error of the amount of the Extensions of Credit made by the Lenders or such Issuing Lender 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 or any
Issuing 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 Revolving Credit Note, Swingline Note and/or Term Loan Notes, as applicable, which shall evidence such Lender’s Revolving Credit
Loans, Swingline Loans and/or Term Loans, 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. 

  
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 (b) Participations. In addition to the accounts and records referred
to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters
of Credit and Swingline Loans. In the event of any conflict between the accounts and records maintained by the Administrative Agent and the accounts and records of any Revolving Credit Lender in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest error. 
 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 (including the application of funds arising from the existence of a Defaulting Lender), (B) the application of Cash Collateral provided for in Section 5.14, (C) any
payment obtained by a Lender as consideration for the assignment of, or sale of, a participation in any of its Loans or participations in Swingline Loans and Letters of Credit to any assignee or participant, or (D) payments made on Swingline
Loans pursuant to the Sweep Arrangement. 
 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) Funding by Lenders; Presumption by Administrative Agent. Unless the Administrative Agent shall have received notice
from a Lender (i) in the case of DBLR Loans, not later than 12:00 noon on the date of any proposed borrowing and (ii) otherwise, prior to the proposed date of any borrowing that such Lender will not make available to the Administrative
Agent such Lender’s share of such borrowing, the Administrative Agent may assume that such Lender has made such share available on such date in accordance with Sections 2.3(b) and 4.2 and may, in reliance upon such assumption,
make available to the Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the applicable borrowing available to the Administrative Agent, then the applicable Lender and the Borrower severally agrees to pay
to the Administrative Agent forthwith on demand such corresponding amount with interest thereon, for each day from and including the date such amount is 

  
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made available to the Borrower to but excluding the date of payment to the Administrative Agent, at (A) in the case of a payment to be made by such Lender, the greater of the daily average
Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation and (B) in the case of a payment to be made by the Borrower, the interest rate applicable to DBLR Loans. If
the Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an overlapping period, the Administrative Agent shall promptly remit to the Borrower the amount of such interest paid by the Borrower for such period.
If such Lender pays its share of the applicable borrowing to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included in such borrowing. Any payment by the Borrower shall be without prejudice to any claim
the Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent. 
 (b)
Payments by 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, the Swingline Lender or the Issuing Lender 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, the Swingline Lender or the Issuing Lender, 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, the Swingline Lender or the
Issuing Lender, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, the Swingline Lender or Issuing 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. 
 (c) Nature of Obligations of Lenders. The obligations of the Lenders under this Agreement
to make the Loans, to issue or participate in Letters of Credit 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, in connection with any request for a LIBOR Rate Loan or DBLR Loan or a conversion to or continuation thereof or otherwise, 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, (ii) the Administrative Agent shall
determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the or Daily Floating LIBOR Rate or LIBOR Rate for such Interest Period with respect to a
proposed LIBOR Rate Loan, as applicable or (iii) 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 obligation of the Lenders to make LIBOR Rate Loans and DBLR 

  
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Loans and the right of the Borrower to convert any Loan to or continue any Loan as a LIBOR Rate Loan or DBLR Loan shall be suspended, and the Borrower shall either (A) repay in full (or
cause to be repaid in full) the then outstanding principal amount of each such LIBOR Rate Loan and DBLR 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 LIBOR Rate Loan; or (B) convert the then outstanding principal amount of each such LIBOR Rate Loan and DBLR 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 make or maintain any LIBOR Rate Loan or DBLR 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, (i) the obligations of the Lenders to make LIBOR Rate Loans or DBLR Loans, and the right of
the Borrower to convert any Loan to a LIBOR Rate Loan or DBLR Loan or continue any Loan as a LIBOR Rate Loan or DBLR Loan shall be suspended and thereafter the Borrower may select only Base Rate Loans and (ii) if any of the Lenders may not
lawfully continue to maintain a LIBOR Rate Loan to the end of the then current Interest Period applicable thereto or DBLR Loan, 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 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 

  
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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 LIBOR Rate 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 a LIBOR Rate Loan, (b) due to any failure of the Borrower to borrow or continue a LIBOR Rate Loan or convert to a LIBOR Rate Loan on a date specified therefor in a Notice
of Borrowing or Notice of Conversion/Continuation or (c) due to any payment, prepayment or conversion of any LIBOR Rate 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 LIBOR Rate 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. 
 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 or Daily Floating LIBOR Rate) or any Issuing Lender;

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

and the result of any of the foregoing shall be to increase the cost to such Lender, the Issuing 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 increase the cost to such Lender, such Issuing Lender or such other Recipient of participating in, issuing or maintaining any Letter of Credit (or of
maintaining its 

  
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obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender, such Issuing Lender or such other Recipient hereunder
(whether of principal, interest or any other amount) then, upon written request of such Lender, such Issuing Lender or other Recipient, the Borrower shall promptly pay to any such Lender, such Issuing Lender or other Recipient, as the case may be,
such additional amount or amounts as will compensate such Lender, such Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. 

(b) Capital Requirements. If any Lender or any Issuing Lender determines that any Change in Law affecting such Lender or
such Issuing Lender or any Lending Office of such Lender or such Lender’s or such Issuing 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 or such Issuing Lender’s capital or on the capital of such Lender’s or such Issuing Lender’s holding company, if any, as a consequence of this Agreement, the Revolving Credit Commitment of such Lender or the Loans made
by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Lender, to a level below that which such Lender or such Issuing Lender or such Lender’s or such Issuing
Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Lender’s policies and the policies of such Lender’s or such Issuing Lender’s holding company
with respect to capital adequacy and liquidity), then from time to time upon written request of such Lender or such Issuing Lender the Borrower shall promptly pay to such Lender or such Issuing Lender, as the case may be, such additional amount or
amounts as will compensate such Lender or such Issuing Lender or such Lender’s or such Issuing Lender’s holding company for any such reduction suffered. 

(c) Certificates for Reimbursement. A certificate of a Lender, or an Issuing Lender or such other Recipient setting
forth in reasonable detail the amount or amounts necessary to compensate such Lender or such Issuing 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 Issuing 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 any
Issuing Lender or such other Recipient to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing 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 an Issuing 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 Issuing 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 Issuing 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). 
 SECTION 5.11 Taxes. 

(a) Defined Terms. For purposes of this Section 5.11, the term “Lender” includes
any Issuing Lender and 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 

  
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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. 

(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 

  
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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 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 

  
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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-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. 

  
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 (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 Defaulting Lender or a Non-Consenting Lender, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with
and subject to the restrictions contained in, and consents required by, Section 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; 
 (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and funded participations in Letters of Credit and Swingline 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 5.9) 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 

  
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 (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. 
 SECTION
5.13 Incremental Loans. At any time prior to the Revolving Credit Maturity Date, the Borrower may by written notice to the Administrative Agent elect to request the establishment of one or more increases in the Revolving Credit Commitments
(any such increase, an “Incremental Revolving Credit Commitment”) to make revolving credit loans under the Revolving Credit Facility (any such increase, an “Incremental Revolving Credit Increase”); provided
that (1) the total aggregate initial principal amount (as of the date of incurrence thereof) of such requested Incremental Revolving Credit Commitments and Incremental Revolving Credit Increases shall not exceed the Incremental Facilities Limit
and (2) the total aggregate amount for each Incremental Revolving Credit Commitment (and the Incremental Revolving Credit Increases made thereunder) shall not be less than a minimum principal amount of $5,000,000 or, if less, the remaining
amount permitted pursuant to the foregoing clause (1). Each such notice shall specify the date (each, an “Increased Amount Date”) on which the Borrower proposes that any Incremental Revolving Credit Commitment shall be effective,
which shall be a date not less than thirty (30) days after the date on which such notice is delivered to Administrative Agent (or such later date as may be approved by the Administrative Agent). The Borrower may invite any Lender, any Affiliate
of any Lender and/or any Approved Fund, and/or any other Person reasonably satisfactory to the Administrative Agent, to provide an Incremental Revolving Credit Commitment (any such Person, an “Incremental Lender”). Any proposed
Incremental Lender offered or approached to provide all or a portion of any Incremental Revolving Credit Commitment may elect or decline, in its sole discretion, to provide such Incremental Revolving Credit Commitment or any portion thereof. Any
Incremental Revolving Credit Commitment shall become effective as of such Increased Amount Date; provided that each of the following conditions has been satisfied or waived as of such Increased Amount Date: 

(a) no Default or Event of Default shall exist on such Increased Amount Date immediately prior to or after giving effect to
(i) any Incremental Revolving Credit Commitment, and (ii) the making of any Incremental Revolving Credit Increases pursuant thereto; 

(b) the Administrative Agent and the Lenders shall have received from the Borrower an Officer’s Compliance Certificate
demonstrating, in form and substance reasonably satisfactory to the Administrative Agent, that the Borrower is in compliance with the financial covenants set forth in Section 9.15 as of the Increase Amount Date based on the
financial statements most recently delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, both before and after giving effect (on a pro forma basis) to (x) any Incremental Revolving Credit Commitment,
and (y) the making of any Incremental Revolving Credit Increases pursuant thereto (with any Incremental Revolving Credit Commitment and the Revolving Credit Commitment being deemed to be fully funded); 

(c) each of the representations and warranties contained in Article VII shall be true and correct 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 

  
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shall be true, correct and complete in all respects, on such Increased Amount Date with the same effect as if made on and as of such date (except for any such representation and warranty that by
its terms is made only as of an earlier date, which representation and warranty shall remain true and correct as of such earlier date); 

(d) the proceeds of any Incremental Revolving Credit Increases shall be used for Acquisitions or other general corporate
purposes of the Borrower and its Subsidiaries; 
 (e) each Incremental Revolving Credit Commitment (and the Incremental
Revolving Credit Increases made thereunder) shall constitute Obligations of the Borrower and shall be secured and guaranteed with the other Extensions of Credit on a pari passu basis; 

(f) in the case of each Incremental Revolving Credit Increase (the terms of which shall be set forth in the relevant Lender
Joinder Agreement): 
 (i) such Incremental Revolving Credit Increase shall mature on the Revolving Credit Maturity Date,
shall bear interest and be entitled to fees, in each case at the rate applicable to the Revolving Credit Loans, and shall be subject to the same terms and conditions as the Revolving Credit Loans; 

(ii) the outstanding Revolving Credit Loans and Revolving Credit Commitment Percentages of Swingline Loans and L/C Obligations
will be reallocated by the Administrative Agent on the applicable Increased Amount Date among the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) in accordance with their revised
Revolving Credit Commitment Percentages (and the Revolving Credit Lenders (including the Incremental Lenders providing such Incremental Revolving Credit Increase) agree to make all payments and adjustments necessary to effect such reallocation and
the Borrower shall pay any and all costs required pursuant to Section 5.9 in connection with such reallocation as if such reallocation were a repayment); and 

(iii) except as provided above, all of the other terms and conditions applicable to such Incremental Revolving Credit Increase
shall, except to the extent otherwise provided in this Section 5.13, be identical to the terms and conditions applicable to the Revolving Credit Facility; 

(g) any Incremental Lender with an Incremental Revolving Credit Increase shall be entitled to the same voting rights as the
existing Revolving Credit Lenders under the Revolving Credit Facility and any Extensions of Credit made in connection with each Incremental Revolving Credit Increase shall receive proceeds of prepayments on the same basis as the other Revolving
Credit Loans made hereunder; 
 (h) such Incremental Revolving Credit Commitments shall be effected pursuant to one or more
Lender Joinder Agreements executed and delivered by the Borrower, the Administrative Agent and the applicable Incremental Lenders (which Lender Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the opinion of the Administrative Agent, to effect the provisions of this Section 5.13); and 

(i) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents (including, without
limitation, a resolution duly adopted by the board of directors (or equivalent governing body) of each Credit Party authorizing such Incremental Revolving Credit Increase, modifications to existing Mortgages and other instruments and documents of
the type required by Sections 6.1(d) or 8.14(c), as may be reasonably requested by Administrative Agent in connection with any such transaction. 

  
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 (j) The Incremental Lenders shall be included in any determination of the
Required Lenders or Required Revolving Credit Lenders, as applicable, and, unless otherwise agreed, the Incremental Lenders will not constitute a separate voting class for any purposes under this Agreement. 

(k) On any Increased Amount Date on which any Incremental Revolving Credit Increase becomes effective, subject to the foregoing
terms and conditions, each Incremental Lender with an Incremental Revolving Credit Commitment shall become a Revolving Credit Lender hereunder with respect to such Incremental Revolving Credit Commitment. 

SECTION 5.14 Cash Collateral. At any time that there shall exist a Defaulting Lender, within one Business Day following the written
request of the Administrative Agent, the Swingline Lender (with a copy to the Administrative Agent) or any Issuing Lender (with a copy to the Administrative Agent), the Borrower shall Cash Collateralize the Fronting Exposure of such Issuing Lender
and/or the Swingline Lender, as applicable, with respect to such Defaulting Lender (determined after giving effect to Section 5.15(a)(iv) and any Cash Collateral provided by such Defaulting Lender) in an amount not less
than the Minimum Collateral Amount. 
 (a) Grant of Security Interest. The Borrower, and to the extent provided by any
Defaulting Lender, such Defaulting Lender, hereby grants to the Administrative Agent, for the benefit of each Issuing Lender and the Swingline Lender, and agrees to maintain, a first priority security interest in all such Cash Collateral as security
for the Defaulting Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans, to be applied pursuant to subsection (b) below. If at any time the Administrative Agent determines that Cash Collateral is
subject to any right or claim of any Person other than the Administrative Agent, the Swingline Lender and each Issuing Lender as herein provided, or that the total amount of such Cash Collateral is less than the Minimum Collateral Amount, the
Borrower will, promptly upon demand by the Administrative Agent, pay or provide to the Administrative Agent additional Cash Collateral in an amount sufficient to eliminate such deficiency (after giving effect to any Cash Collateral provided by the
Defaulting Lender). 
 (b) Application. Notwithstanding anything to the contrary contained in this Agreement or any
other Loan Document, Cash Collateral provided under this Section 5.14 or Section 5.15 in respect of Letters of Credit and Swingline Loans shall be applied to the satisfaction of the Defaulting
Lender’s obligation to fund participations in respect of L/C Obligations and Swingline Loans (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued on such obligation) for which the Cash Collateral was so
provided, prior to any other application of such property as may otherwise be provided for herein. 
 (c) Termination of
Requirement. Cash Collateral (or the appropriate portion thereof) provided to reduce the Fronting Exposure of any Issuing Lender and/or the Swingline Lender, as applicable, shall no longer be required to be held as Cash Collateral pursuant to
this Section 5.14 following (i) the elimination of the applicable Fronting Exposure (including by the termination of Defaulting Lender status of the applicable Lender), or (ii) the determination by the
Administrative Agent, the Swingline Lender and the Issuing Lenders that there exists excess Cash Collateral; provided that, subject to Section 5.15, the Person providing Cash Collateral and the Swingline Lender and
the Issuing Lenders may agree that Cash Collateral shall be held to support future anticipated Fronting Exposure or other obligations; and provided further that to the extent that such Cash Collateral was provided by the Borrower, such
Cash Collateral shall remain subject to the security interest granted pursuant to the Loan Documents. 

  
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 SECTION 5.15 Defaulting Lenders. 

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

(i) Waivers and Amendments. Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or
consent with respect to this Agreement shall be restricted as set forth in the definition of Required Lenders and Section 12.2. 

(ii) Defaulting Lender Waterfall. Any payment of principal, interest, fees or other amounts received by the
Administrative Agent for the account of such Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Article X or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to
Section 12.4 shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent
hereunder; second, to the payment on a pro rata basis of any amounts owing by such Defaulting Lender to the Issuing Lenders or the Swingline Lender hereunder; third, to Cash Collateralize the Fronting Exposure of the
Issuing Lenders and the Swingline Lender with respect to such Defaulting Lender in accordance with Section 5.14; fourth, as the Borrower may request (so long as no Default or Event of Default exists), to the funding
of any Loan or funded participation in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth, if so determined by the Administrative
Agent and the Borrower, to be held in a deposit account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans and funded participations under this
Agreement and (B) Cash Collateralize the Issuing Lenders’ and Swingline Lender’s future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued, and future Swingline Loans made, under
this Agreement, in accordance with Section 5.14; sixth, to the payment of any amounts owing to the Lenders or the Issuing Lenders or the Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender or any Issuing Lender or the Swingline Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no Default or
Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach
of its obligations under this Agreement; and eighth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if (1) such payment is a payment of the principal amount of any Loans or
funded participations in Letters of Credit or the Swingline Loans in respect of which such Defaulting Lender has not fully funded its appropriate share, and (2) such Loans were made or the related Letters of Credit or Swingline Loans were
issued at a time when the conditions set forth in Section 6.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and funded participations in Letters of Credit or Swingline Loans owed to,
all Non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Loans of, or funded participations in Letters of Credit or Swingline Loans owed to, such Defaulting
Lender until such time as all Loans and funded and unfunded participations in L/C Obligations and Swingline Loans are held by the Lenders pro rata in accordance with the Revolving Credit Commitments under the applicable Revolving
Credit Facility without giving effect to Section 5.15(a)(iv). Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to
post Cash Collateral pursuant to this Section 5.15(a)(ii) shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto. 

  
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 (iii) Certain Fees. 

(A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a
Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender). 

(B) Each Defaulting Lender shall be entitled to receive letter of credit commissions pursuant to
Section 3.3 for any period during which that Lender is a Defaulting Lender only to the extent allocable to its Revolving Credit Commitment Percentage of the stated amount of Letters of Credit for which it has provided Cash
Collateral pursuant to Section 5.14. 
 (C) With respect to any Commitment Fee, Utilization Fee or
letter of credit commission not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the Borrower shall (1) pay to each Non-Defaulting Lender that portion of any such fee
otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in L/C Obligations or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to
clause (iv) below, (2) pay to each applicable Issuing Lender and Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Lender’s or Swingline
Lender’s Fronting Exposure to such Defaulting Lender, and (3) not be required to pay the remaining amount of any such fee. 

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s
participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard
to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. Subject to Section 12.23, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder
against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting
Lender’s increased exposure following such reallocation. 
 (v) Cash Collateral, Repayment of Swingline Loans. If
the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrower shall, without prejudice to any right or remedy available to it hereunder or under law, (x) first, repay Swingline Loans in an
amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section 5.14. 

(b) Defaulting Lender Cure. If the Borrower, the Administrative Agent, the Swingline Lender and the Issuing Lenders
agree in writing that a Lender is no longer a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may
include arrangements with respect to any Cash Collateral), such Lender will, to the extent applicable, purchase at par that portion of outstanding Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be
necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with the Commitments under the applicable Credit Facility (without giving
effect to Section 5.15(a)(iv)), whereupon such Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to 

  
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fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. 

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 initial Loans or issue or participate in the initial Letter of Credit, if any, is subject to the satisfaction of each of the following conditions: 

(a) Executed Loan Documents. This Agreement, a Revolving Credit Note in favor of each Revolving Credit Lender requesting
a Revolving Credit Note, Term Loan Notes in favor of each Term Loan Lender requesting Term Loan Notes, (in each case, if requested thereby), the Security Documents and the Guaranty Agreements, 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 and Section 6.2. 

(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. 

  
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 (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 first priority Liens thereon (subject to Permitted Liens). 

(ii) Pledged Collateral. The Administrative Agent shall have 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). 
 (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 (and mortgagee, as applicable) 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). 

  
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 (d) Real Property Collateral. 

(i) Title Insurance. Subject to Section 8.20, the Administrative Agent shall have received a marked-up commitment for an ALTA mortgagee title insurance policy, or mortgage amendment and date-down endorsements to an existing title insurance policy, as applicable, insuring the first priority Lien of the
Administrative Agent, for the benefit of the Secured Parties, and showing no Liens prior to such Liens other than for ad valorem taxes not yet due and payable, with title insurance companies acceptable to the Administrative Agent, on each property
subject to a Mortgage. 
 (ii) Title Exceptions. Subject to Section 8.20, the Administrative
Agent shall have received copies of all recorded documents creating exceptions to the title policy referred to in Section 6.1(d)(i). 

(iii) 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 applicable 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 applicable 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 applicable Borrower or (z) such other evidence of flood hazard insurance satisfactory to the Administrative Agent. 

(iv) Surveys. Subject to Section 8.20, 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. 

  
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 (v) 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. 

(vi) 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. 
 (e) 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. 
 (f) 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. 

(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 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 and
the Defiance Acquisition. 

  
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 (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 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 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, the Arranger 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. 
 (g) 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 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. 

  
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 (h) WFSC Indebtedness. The Administrative Agent shall have received
for the account of the Administrative Agent and the Lenders (i) copies of the executed WFSC Indebtedness Documents which shall be in the form reasonably acceptable to Administrative Agent and which shall be secured only by a second-lien on the
personal property of the Borrower and its Subsidiaries and (ii) evidence that WFSC Indebtedness in the amount of $25,000,000 has been lent (or simultaneously herewith will be lent) to the Borrower. 

(i) Miscellaneous. 

(i) Notice of Account Designation. The Administrative Agent shall have received a Notice of Account Designation
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. 

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. 

  
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 SECTION 6.2 Conditions to All Extensions of Credit. The obligations of the Lenders to
make or participate in any Extensions of Credit (including the initial Extension of Credit), convert or continue any Loan and/or any Issuing Lender to issue or extend any Letter of Credit are subject to the satisfaction of the following conditions
precedent on the relevant borrowing, continuation, conversion, issuance or extension date: 
 (a) Continuation of
Representations and Warranties. The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by
materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects, on and as of such borrowing, continuation, conversion, issuance or extension date with the same effect as if made
on and as of such date (except for any such representation and warranty that by its terms is made only as of an earlier date, which representation and warranty shall remain true and correct in all material respects as of such earlier date, except
for any representation and warranty that is qualified by materiality or reference to Material Adverse Effect, which such representation and warranty shall be true and correct in all respects as of such earlier date). 

(b) No Existing Default. No Default or Event of Default shall have occurred and be continuing (i) on the borrowing,
continuation or conversion date with respect to such Loan or after giving effect to the Loans to be made, continued or converted on such date or (ii) on the issuance or extension date with respect to such Letter of Credit or after giving effect
to the issuance or extension of such Letter of Credit on such date. 
 (c) Notices. The Administrative Agent shall
have received a Notice of Borrowing, Letter of Credit Application, or Notice of Conversion/Continuation, as applicable, from the Borrower in accordance with Section 2.3(a), Section 3.2,
Section 4.2 or Section 5.2, as applicable. 
 (d) New Swingline
Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such
Swingline Loan and (ii) the Issuing Lender shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect 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, which representations and warranties shall be deemed made on the Closing Date and as otherwise set forth in Section 6.2, 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. 

  
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 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 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, (iii) filings with the United States Copyright
Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds. 

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. 

  
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 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. 

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; 

  
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 (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; 
 (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 

  
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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. 

(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 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 or Letters of Credit 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 

  
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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. 

SECTION 7.15 Financial Statements. The audited and unaudited financial statements delivered pursuant to
Section 6.1(f)(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(f)(ii) and the projections delivered pursuant to Section 6.1(f)(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. 

  
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 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. 

(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. 

  
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 (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]. 

(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). 

  
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 (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, 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. 
 SECTION 7.25 Flood Hazard Insurance. With respect to each
parcel of real property subject to a Mortgage, the Administrative Agent has received (a) such flood hazard certifications, notices and confirmations thereof, and effective flood hazard insurance policies as are described in
Section 6.1(d)(iii) with respect to real property collateral on the Closing Date, (b) all flood hazard insurance policies required hereunder have been obtained and remain in full force and effect, and the premiums
thereon have been paid in full, and (c) except as the Borrower has previously given written notice thereof to the Administrative Agent, there has been no redesignation of any real property into or out of a special flood hazard area. 

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, all Letters of Credit have been terminated or expired (or been Cash Collateralized) 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 

  
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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. 
 (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 the Threshold Amount pursuant to the terms of any indenture, loan or credit or similar agreement; 

  
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 (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 WFSC, any other
WFSC Junior Lender or any other holder of any of the WFSC Indebtedness or any other Subordinated Indebtedness, each in its capacity as such and 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; 

(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 the Threshold Amount 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 

  
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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; 

(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. 

  
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 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. 
 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. 

  
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 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 Contracts. Comply in all respects with, and maintain in full force and effect, each Material Contract; provided, that the Borrower or any such Subsidiary may contest the terms and conditions of any such
Material Contract 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 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 and Real Property. 

(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, 

  
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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. 
 (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 first priority Lien, other than 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 Administrative 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
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. 

  
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 (b) The Borrower shall use the proceeds of any Incremental Revolving Credit
Increase for ongoing working capital and for other general corporate purposes of the Borrower and its Subsidiaries. 
 (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 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 

  
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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. 

(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 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. 
 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, all Letters of Credit have been terminated or expired (or been Cash Collateralized) 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; 
 (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 $5,000,000 at any time outstanding; 
 (e) [Intentionally Deleted]; 

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

  
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 (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, including without limitation the WFSC Indebtedness; 

(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 $500,000 at any time outstanding. 

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 (including, without limitation, Liens in
favor of the Swingline Lender and/or Issuing Lenders on Cash Collateral granted 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; 

  
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 (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); 
 (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 WFSC Indebtedness to the extent the same are permitted by and subject to the WFSC Subordination
Agreement; and 

  
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 (n) Liens securing Indebtedness and other obligations in an aggregate amount
not exceeding $500,000 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; 

(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 $500,000 (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). 

  
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 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; 

(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; 

  
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 (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 $5,000,000 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 
 (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 $500,000 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; 

  
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 (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. 
 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, (i) by way of depositing with any trustee with respect thereto money or securities before due for the purpose of paying when due and (ii) at the maturity thereof) any Subordinated
Indebtedness, except (A) any such payments expressly permitted by any subordination provisions applicable thereto, including in the case of the WFSC Indebtedness, the WFSC Subordination Agreement and (B) prepayments of the outstanding
principal of the WFSC Indebtedness is permitted so long as, both before and after giving effect such prepayments and any associated Extensions of Credit, (1) no Default or Event of Default exists or would be created thereby, (2) the
aggregate outstanding principal balance of the Term Loans is less than or equal to $50,000,000, (3) the unused Revolving Credit Commitment of the Revolving Credit Lenders is at least $15,000,000 and (4) the Consolidated Total Leverage Ratio is
less than or equal to 2.00:1.00. 
 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 

  
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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 WFSC Indebtedness 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 WFSC Indebtedness 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 WFSC Indebtedness Documents, and (I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business. 

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; 

  
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(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 $25,000,000.

 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
	  	 	3.75 to 1.00	 
		  			
	 December 31, 2019 through September 30, 2020
	  	 	3.50 to 1.00	 
		  			
	 December 31, 2020 through September 30, 2021
	  	 	3.25 to 1.00	 
		  			
	 December 31, 2021 and thereafter
	  	 	3.00 to 1.00	 
		  			

 (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 1.20 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 

  
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 (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. 

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 and Reimbursement Obligations. The Borrower shall default in any payment of
principal of any Loan or Reimbursement Obligation when and as due (whether at maturity, by reason of acceleration or otherwise) or fail to provide Cash Collateral pursuant to Section 2.4(b),
Section 2.5(d), Section 5.14 or Section 5.15(a)(v). 

(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 Reimbursement Obligation 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 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. 

  
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 (f) Indebtedness Cross-Default. Any Credit Party or any Subsidiary
thereof shall (i) default in the payment of any Indebtedness (other than the Loans or any Reimbursement Obligation) 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 (ii) default in the observance or performance of any
other agreement or condition relating to any Indebtedness (other than the Loans or any Reimbursement Obligation, 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 (A) 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 (B) be cash collateralized. 
 (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 

  
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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. 

(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 WFSC Subordination Agreement by any Loan Party or other
obligated party thereunder or WFSC, including without limitation, the making of a payment in violation of the provisions of such agreement. 

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. Terminate the Revolving Credit Commitment and the Term Loan
Commitments, if any, and declare the principal of and interest on the Loans and the Reimbursement Obligations 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 and any right of the Borrower to request borrowings or Letters of Credit thereunder; 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) Letters of Credit. With respect to all Letters of Credit with respect to which presentment for honor shall not have
occurred at the time of an acceleration pursuant to the preceding paragraph, demand that the Borrower deposit in a Cash Collateral account opened by the Administrative Agent an amount equal to the Minimum Collateral Amount; provided, that upon the
occurrence of an Event of Default specified in Section 10.1(i) or (j), the obligation to so deposit such amount shall be automatic, 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. Amounts held in such Cash Collateral account shall be applied by the Administrative


  
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Agent to the payment of drafts drawn under such Letters of Credit, and the unused portion thereof after all such Letters of Credit shall have expired or been fully drawn upon, if any, shall be
applied to repay the other Secured Obligations in accordance with Section 10.3. After all such Letters of Credit shall have expired or been fully drawn upon, the Reimbursement Obligation shall have been satisfied and all
other Secured Obligations shall have been paid in full, the balance, if any, in such Cash Collateral account shall be returned to the Borrower. 

(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. 

(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 and the Issuing 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 Issuing Lender or the Swingline Lender from exercising
the rights and remedies that inure to its benefit (solely in its capacity as an Issuing Lender or Swingline Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance
with Section 12.4 (subject to the terms of Section 5.6), or (d) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding
relative to any 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, subject to the provisions of Sections 5.14 and 5.15, be applied by the Administrative Agent as follows: 

  
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 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 (other than Commitment Fees and Letter of Credit fees
payable to the Revolving Credit Lenders), indemnities and other amounts (other than principal and interest) payable to the Lenders, the Swingline Lender and the Issuing Lender under the Loan Documents, including attorney fees, ratably among the
Lenders, the Swingline Lender and the Issuing Lender 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 Commitment Fees, Letter of Credit fees
payable to the Revolving Credit Lenders and interest on the Loans and Reimbursement Obligations, ratably among the Lenders, the Swingline Lender, and the Issuing Lender 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,
Reimbursement Obligations and payment obligations then owing under Secured Hedge Agreements and Secured Cash Management Agreements, and to Cash Collateralize any L/C Obligations then outstanding ratably among the Lenders, the Issuing Lenders, the
Hedge Banks and the Cash Management Banks 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. 
 Notwithstanding the foregoing, Secured Obligations arising under Secured Cash Management Agreements and
Secured Hedge Agreements shall be excluded from the application described above if the Administrative Agent has not received written notice thereof, together with such supporting documentation as the Administrative Agent may request, from the
applicable Cash Management Bank or Hedge Bank, as the case may be. Each Cash Management Bank or Hedge Bank not a party to this Agreement that has given the notice contemplated by the preceding sentence shall, by such notice, be deemed to have
acknowledged and accepted the appointment of the Administrative Agent pursuant to the terms of Article XI for itself and its Affiliates as if a “Lender” party hereto. 

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 or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered (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, L/C
Obligations 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, the Issuing Lenders and the Administrative Agent (including any
claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the Issuing Lenders and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the Issuing Lenders and the
Administrative Agent under Sections 3.3, 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; 

  
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 and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any
such judicial proceeding is hereby authorized by each Lender and each Issuing 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 and the Issuing 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 3.3, 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. 

ARTICLE XI 
 THE ADMINISTRATIVE
AGENT 
 SECTION 11.1 Appointment and Authority. 

(a) Each of the Lenders and each Issuing Lender hereby irrevocably appoints Wells Fargo to act on its behalf as the
Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and the Issuing 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. 

  
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 (b) The Administrative Agent shall also act as the “collateral
agent” under the Loan Documents, and each of the Lenders (including in its capacity as a potential Hedge Bank or Cash Management Bank) and the Issuing Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the
agent of such Lender and such Issuing 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; 
 (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 or that may effect a forfeiture,
modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and 

  
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 (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 or an Issuing 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, or the issuance,
extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an Issuing Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender or such Issuing
Lender unless the Administrative Agent shall have received notice to the contrary from such Lender or such Issuing Lender prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

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. 

  
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 SECTION 11.6 Resignation of Administrative Agent. 

(a) The Administrative Agent may at any time give notice of its resignation to the Lenders, the Issuing 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 and the Issuing Lenders, appoint a successor Administrative Agent meeting the qualifications
set forth above; provided that in no event shall any such successor Administrative Agent be a Defaulting Lender. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the
Resignation Effective Date. 
 (b) If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause
(d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person, remove such Person as Administrative Agent and, in consultation with the Borrower, appoint
a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective
Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date. 

(c) With effect from the Resignation Effective Date or the Removal Effective Date (as applicable), (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 or the Issuing
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 and each Issuing 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. 
 (d) Any resignation by, or
removal of, Wells Fargo as Administrative Agent pursuant to this Section shall also constitute its resignation as an Issuing Lender and Swingline Lender. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
(i) such successor shall 

  
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succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Issuing Lender, if in its sole discretion it elects to, and Swingline Lender, (ii) the
retiring Issuing Lender and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender, if in its sole discretion it elects to,
shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations of the retiring
Issuing Lender with respect to such Letters of Credit. 
 SECTION 11.7 Non-Reliance on
Administrative Agent and Other Lenders. Each Lender and each Issuing 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 and each Issuing 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 or an Issuing Lender hereunder. 

SECTION 11.9 Collateral and Guaranty Matters. 

(a) Each of the Lenders (including in its or any of its Affiliate’s capacities as a potential Hedge Bank or Cash
Management Bank) 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 termination of the Revolving Credit Commitment and payment in full of all Secured
Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash
Management Bank or Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized or as to which other arrangements satisfactory to the Administrative
Agent and the applicable Issuing Lender shall have been made), (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. 

  
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 Upon request by the Administrative Agent at any time, the Required Lenders will confirm in
writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any 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. 
 (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. 

SECTION 11.10 Secured Hedge Agreements and Secured Cash Management Agreements. No Cash Management Bank or Hedge Bank that obtains the
benefits of Section 10.4 or any Collateral by virtue of the provisions hereof or of any Security Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any
other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents.
Notwithstanding any other provision of this Article XI to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Cash Management
Agreements and Secured Hedge Agreements unless the Administrative Agent has received written notice of such Secured Cash Management Agreements and Secured Hedge Agreements, together with such supporting documentation as the Administrative Agent may
request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. 
 ARTICLE 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 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 

  
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 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 Wells Fargo as 

Administrative 
 Agent: 

Wells Fargo Bank, National Association 

MAC D1109-019 

1525 West W.T. Harris Blvd. 

Charlotte, NC 28262 
 Attention
of: Syndication Agency Services 
 Telephone No.: (704) 590-2706 

Facsimile No.: (844) 879-5899 

With copies to: 
 Wells Fargo
Bank, National Association 
 100 E. Wisconsin Avenue, Suite 1400 

Milwaukee, WI 53202 
 Attention
of: Thomas J. Smith 
 Telephone No.: (414) 224-7481 

Facsimile No.: (414) 224-7410 

E-mail: Thomas.j.smith@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 and the Issuing 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,


  
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provided that the foregoing shall not apply to notices to any Lender or any Issuing Lender pursuant to Article II or III if such Lender or such Issuing Lender, as applicable,
has notified the Administrative Agent that is incapable of receiving notices under such Article by electronic communication. 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 and Letters of Credit requested. 

(d) Change of Address, Etc. Each of the Borrower, the Administrative Agent, the Swingline Lender and any Issuing Lender
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, the Administrative Agent, the Swingline Lender and each Issuing Lender. 
 (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 Issuing Lenders and the other Lenders by posting the Borrower Materials on the Platform. 
 (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, the Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages, losses or expenses (as opposed to actual damages, losses or expenses). 

  
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 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) without the prior written consent of the Required
Revolving Credit Lenders, amend, modify or waive (i) Section 6.2 or any other provision of this Agreement if the effect of such amendment, modification or waiver is to require the Revolving Credit Lenders (pursuant to,
in the case of any such amendment to a provision hereof other than Section 6.2, any substantially concurrent request by the Borrower for a borrowing of Revolving Credit Loans or issuance of Letters of Credit) to make
Revolving Credit Loans when such Revolving Credit Lenders would not otherwise be required to do so, (ii) the amount of the Swingline Commitment, or (iii) the amount of the L/C Sublimit; 

(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 Reimbursement Obligation, 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 L/C Obligation or to reduce any fee payable hereunder; 
 (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 definitions of “Required Lenders,” or “Required Revolving Credit 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; 

  
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 (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) no amendment, waiver or consent shall, unless in writing and signed by each affected Issuing Lender in addition
to the Lenders required above, affect the rights or duties of such Issuing Lender under this Agreement (including, without limitation, Section 11.9(c)) or any Letter of Credit Application relating to any Letter of Credit
issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement;
(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) each Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto, (v) each Letter of Credit Application may
be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto; provided that a copy of such amended Letter of Credit Application shall be promptly delivered to the Administrative Agent upon
such amendment or waiver, (vi) any waiver, amendment or modification of this Agreement that by its terms affects the rights or duties under this Agreement of Lenders holding Loans or Commitments of a particular Class (but not the Lenders
holding Loans or Commitments of any other Class) may be effected by an agreement or agreements in writing entered into by the Borrower and the requisite percentage in interest of the affected Class of Lenders that would be required to consent
thereto under this Section if such Class of Lenders were the only Class of Lenders hereunder at the time, (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 to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that
(A) the Revolving Credit Commitment of such Lender may not be increased or extended without the consent of such Lender, and (B) any amendment, waiver, or consent hereunder which requires the consent of all Lenders or each affected Lender
that by its terms disproportionately and adversely affects any such Defaulting Lender relative to other affected Lenders shall require the consent of such Defaulting Lender. 

  
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 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 or to enter into additional Loan Documents as the Administrative Agent reasonably deems appropriate in order to effectuate the terms of Section 5.13
(including, without limitation (1) to permit the Incremental Revolving Credit Increases to share ratably in the benefits of this Agreement and the other Loan Documents, and (2) to include the Incremental Revolving Credit Increase and
outstanding Incremental Revolving Credit Increase, as applicable, in any determination of (i) Required Lenders or Required Revolving Credit Lenders, as applicable or (ii) similar required lender terms applicable thereto); 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. 

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) all reasonable out of pocket expenses incurred by any Issuing Lender in connection with the issuance, amendment,
renewal or extension of any Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any Lender or any Issuing Lender (including the fees, charges and disbursements of any
counsel for the Administrative Agent, any Lender or any Issuing 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 or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit. 

(b) Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent (and any sub-agent thereof), each Lender and each Issuing 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 Letter of Credit or the use or proposed use of the proceeds therefrom (including the Defiance Acquisition and any refusal by any Issuing Lender to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or
operated by any Credit Party or any Subsidiary thereof, or any Environmental Claim related in any way to any 

  
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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. 

(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), the Swingline Lender, any Issuing Lender or any Related Party of any of the
foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Swingline Lender, such Issuing Lender 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
with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based
on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of
such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent), such Issuing Lender or the Swingline Lender 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), such Issuing Lender or the Swingline Lender 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 Letter of Credit 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. 

  
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 (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, the Swingline Lender, each Issuing 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, the Swingline Lender, such Issuing 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, the Swingline Lender, such Issuing Lender or any of their respective Affiliates, irrespective of whether or not such Lender, the Swingline Lender,
such Issuing 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, the Swingline Lender, such Issuing Lender, or such Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender or any
Affiliate thereof shall exercise any such right of setoff, (x) all amounts so setoff shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 5.15
and, pending such payment, shall be segregated by such Defaulting Lender or Affiliate of a Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the Swingline Lender, the Issuing Lenders, and
the Lenders, and (y) the Defaulting Lender or its Affiliate shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender or any of its Affiliates as to
which such right of setoff was exercised. The rights of each Lender, the Swingline Lender, each Issuing Lender, and their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that
such Lender, the Swingline Lender, such Issuing Lender, or their respective Affiliates may have. Each Lender, the Swingline Lender, and such Issuing Lender agree to notify the Borrower and the Administrative Agent promptly after any such setoff and
application; provided that the failure to give such notice shall not affect the validity of such setoff and application. 
 SECTION
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, the Swingline Lender, any Issuing Lender, or any
Related Party of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions 

  
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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, the Swingline
Lender, or any Issuing 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. 

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 and each Issuing 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. 

  
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 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 (including all or a portion of its Revolving Credit Commitment and the Loans at the time owing to it); 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 

(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 $5,000,000, in the case of any
assignment in respect of the Revolving Credit Facility, or $1,000,000, in the case of any assignment in respect of the Term Loan Facilities, 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); 

  
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 (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, except that this clause (ii) shall not prohibit any Lender from assigning
all or a portion of its rights and obligations among separate Classes on a non-pro rata basis; 
 (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; 

(B) the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed) shall be required for
assignments in respect of (i) the Revolving Credit Facility or any unfunded Term Loan Commitments if such assignment is to a Person that is not a Lender with a Revolving Credit Commitment or a Term Loan Commitment, as applicable, an Affiliate
of such Lender or an Approved Fund with respect to such Lender or (ii) the Term Loans to a Person who is not a Lender, an Affiliate of a Lender or an Approved Fund; and 

(C) the consents of the Issuing Lenders and the Swingline Lender shall be required for any assignment in respect of the
Revolving Credit Facility. 
 (iv) Assignment and Assumption. The parties to each assignment shall execute and deliver
to the 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 (A) the Borrower or any of its Subsidiaries or Affiliates or (B) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons
described in this clause (B). 
 (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). 

(vii) Certain Additional Payments. In connection with any assignment of rights and obligations of any Defaulting Lender
hereunder, no such assignment shall be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount
sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the
Administrative Agent, the applicable pro rata share of Loans previously requested, but not funded by, the Defaulting Lender, to each of which the applicable 

  
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assignee and assignor hereby irrevocably consent), to (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Swingline
Lender, the Issuing Lenders and each other Lender hereunder (and interest accrued thereon), and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans
in accordance with its Revolving Credit Commitment Percentage. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective under Applicable Law without
compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs. 

Subject to acceptance and recording thereof by the Administrative Agent pursuant to 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 5.8, 5.9, 5.10, 5.11 and 12.3 with
respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent otherwise expressly agreed by the affected parties, no assignment by a Defaulting Lender will constitute a waiver
or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this paragraph shall be
treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (d) of this Section (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 and each Lender Joinder Agreement 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, the Swingline Lender, the Issuing Lenders 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). 

  
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 Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender
will not, without the consent of the Participant, agree to any amendment, modification or waiver described in 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 5.9, 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 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, the Lenders and the Issuing Lender 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, the Issuing Lender’s or any Lender’s regulatory compliance policy if the 

  
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Administrative Agent, the Issuing Lender or such Lender, as applicable, deems such disclosure to be necessary for the mitigation of claims by those authorities against the Administrative Agent,
the Issuing lender or such Lender, as applicable, or any of its Related Parties (in which case, the Administrative Agent, the Issuing Lender 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 under any Secured Hedge Agreement or Secured Cash Management Agreement, or any action or proceeding relating to this Agreement, any other Loan Document or any Secured Hedge Agreement or
Secured Cash Management Agreement, 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, any Issuing 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 or any Issuing 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. 

  
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 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. 
 (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, the Swingline Lender, the Issuing Lender and/or the Arranger, 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 

  
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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, all Letters of Credit have been terminated
or expired (or been Cash Collateralized) or otherwise satisfied in a manner acceptable to the Issuing Lender) and the Revolving Credit Commitment has been terminated. 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. 

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, the Arrangers 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, the Arrangers 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, the Arrangers 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
Arranger or Lender has advised or is currently advising the Borrower or any of its Affiliates on other matters) and none of the Administrative Agent, the Arrangers 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 Arrangers and 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, the Arrangers or the Lenders has any obligation to disclose any of such interests by


  
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virtue of any advisory, agency or fiduciary relationship and (v) the Administrative Agent, the Arrangers 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,
the Arrangers 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, Arranger or Affiliate thereof were not a Lender or Arranger 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 Arrangers, the Borrower or any Affiliate of the foregoing. Each Lender, the Arrangers 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 Arrangers, the Borrower or any Affiliate of the foregoing. 

SECTION 12.21 Amendment and Restatement; No Novation. This Agreement constitutes an amendment and restatement of the Existing Credit
Agreement, effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to the Lenders or the Administrative Agent under the Existing Credit
Agreement based on facts or events occurring or existing prior to the execution and delivery of this Agreement. On the Closing Date, the credit facilities described in the Existing Credit Agreement, shall be amended, supplemented, modified and
restated in their entirety by the facilities described herein, and all loans and other obligations of the Borrower outstanding as of such date under the Existing Credit Agreement, shall be deemed to be loans and obligations outstanding under this
Agreement, without any further action by any Person, except that the Administrative Agent shall make such transfers of funds as are necessary in order that the outstanding balance of such Loans, together with any Loans funded on the Closing Date,
reflect the respective Revolving Credit Commitment and Term Loan Commitments of the Lenders hereunder. The Borrower acknowledges and agrees that all Collateral shall secure all of the Obligations. It is expressly understood that the security
interests and other Liens granted in favor of the Administrative Agent from the Borrowers pursuant to, or to secure, the Existing Credit Agreement and the other Loan Documents (as defined in the Existing Credit Agreement, the “Existing Loan
Documents”) shall remain in full force and effect and the Collateral shall not hereby be in any way released or impaired in connection with the amendment and restatement of the Existing Credit Agreement effected by this Agreement or the
amendment or amendment and restatement of the Existing Loan Documents as contemplated by this Agreement and that the indebtedness and obligations of the Borrower under the Existing Credit Agreement and the other Existing Loan Documents that are
outstanding as of the Closing Date are not to be deemed paid or otherwise satisfied thereby. 
 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: 

  
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 (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, the Arranger 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, the Letters of Credit or the Commitments; 

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

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

  
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 (iv) such other representation, warranty and covenant as may be agreed in
writing between the Administrative Agent, in its sole discretion, and such Lender. 
 (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, the Arranger 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, the Arranger 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 and the Arranger 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 Letters of Credit, the Commitments and this Agreement, (ii) may recognize a gain if it extended the Loans, the Letters of Credit or the Commitments for an amount
less than the amount being paid for an interest in the Loans, the Letters of Credit 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] 

  
 121 













 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 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, ISSUING LENDER AND LENDER:
	
	 WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Administrative Agent, Issuing Lender and Lender



 
			
		
	By: 	 	/s/ Thomas J. Smith


 
			
	Name:	 	Thomas J. Smith
	Title:	 	Vice President


  

  
 Signature Page to 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. 
  

			
	LENDER:
	
	U.S. BANK NATIONAL ASSOCIATION


 
			
		
	By: 	 	/s/ Sam LeMense


 
			
	Name:	 	Sam LeMense


 
			
	Title:	 	Vice President



  
 Signature Page to 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. 
  

			
	LENDER:
	
	ASSOCIATED BANK, NATIONAL ASSOCIATION


 
			
		
	By: 	 	/s/ Dan Holzhauer


 
			
	Name:	 	Dan Holzhauer


 
			
	Title:	 	Senior Vice President



  
 Signature Page to 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. 
  

			
	LENDER:
	
	BMO HARRIS BANK N.A.


 
			
		
	By:	 	/s/ Neil W. Riegelman


 
			
	Name:	 	Neil W. Riegelman


 
			
	Title:	 	Director


  

  
 Signature Page to Credit
Agreement 













 EXHIBIT A-1 

to 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF REVOLVING CREDIT NOTE 












 REVOLVING CREDIT 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 Revolving Credit Loans made by the Lender from time to time pursuant to that certain 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 Bank, National Association, 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 Revolving Credit 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 Revolving Credit Note shall be payable in Dollars in immediately
available funds as provided in the Credit Agreement. 
 This Revolving Credit 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 Revolving Credit 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 Revolving Credit Note and on which such Obligations may be declared to be immediately due and payable. 

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

 The Indebtedness evidenced by this Revolving Credit 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 Revolving Credit Note. 
 [This Revolving Credit Note is an
amendment and restatement of that certain Revolving Credit Note dated as of May 2, 2018, in the original principal amount of $______________ executed by the Borrower, Center Manufacturing Holdings, Inc., Center Manufacturing, Inc., and
Center—Moeller Products LLC, and payable to the order of the Lender (the “Prior Note”) and evidences an extension, continuation, increase, and renewal of the indebtedness evidenced by the Prior Note. The Borrower hereby
acknowledges and agrees that such indebtedness has not been repaid or extinguished and that the execution hereof does not constitute a novation of the Prior Note. Moreover, this Revolving Credit Note shall be entitled to all security and collateral
to which the Prior Note was entitled, without change or diminution in the priority of any lien or security interest granted to secure the Prior Note.] 












 IN WITNESS WHEREOF, the undersigned has executed this Revolving Credit 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 A-2 

to 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF TERM LOAN A NOTE 












 TERM LOAN A 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 Loan As made by the Lender pursuant to that certain 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 Bank, National Association, 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 A 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 A Note shall be payable in Dollars in immediately available funds as provided in
the Credit Agreement. 
 This Term Loan A 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 A 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 A Note and on which such Obligations may be declared to be immediately due and payable. 
 THIS TERM
LOAN A 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 A 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 A Note. 

[This Term A Note is an amendment and restatement of that certain Term A Note dated as of May 2, 2018, in the original principal amount
of $______________ executed by the Borrower, Center Manufacturing Holdings, Inc., Center Manufacturing, Inc., and Center—Moeller Products LLC, and payable to the order of the Lender (the “Prior Note”) and evidences an
extension, continuation, increase, and renewal of the indebtedness evidenced by the Prior Note. The Borrower hereby acknowledges and agrees that such indebtedness has not been repaid or extinguished and that the execution hereof does not constitute
a novation of the Prior Note. Moreover, this Term A Note shall be entitled to all security and collateral to which the Prior Note was entitled, without change or diminution in the priority of any lien or security interest granted to secure the Prior
Note.] 












 IN WITNESS WHEREOF, the undersigned has executed this Term Loan A 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 A-3 

to 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF REAL ESTATE TERM LOAN NOTE 












 REAL ESTATE 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 Real Estate Term Loans made by the Lender pursuant to that certain 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 Bank, National Association, 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 Real Estate 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 Real Estate Term Loan Note shall be payable in Dollars in immediately available
funds as provided in the Credit Agreement. 
 This Real Estate 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 Real Estate 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 Real Estate Term Loan Note and on which such Obligations may be declared to be immediately due and payable. 

THIS REAL ESTATE 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 Real Estate 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 Real Estate Term Loan Note. 
 [This Real Estate Term Loan Note is
an amendment and restatement of that certain Real Estate Term Loan Note dated as of May 2, 2018, in the original principal amount of $______________ executed by the Borrower, Center Manufacturing Holdings, Inc., Center Manufacturing, Inc., and
Center—Moeller Products LLC, and payable to the order of the Lender (the “Prior Note”) and evidences an extension, continuation, increase, and renewal of the indebtedness evidenced by the Prior Note. The Borrower hereby
acknowledges and agrees that such indebtedness has not been repaid or extinguished and that the execution hereof does not constitute a novation of the Prior Note. Moreover, this Real Estate Term Loan Note shall be entitled to all security and
collateral to which the Prior Note was entitled, without change or diminution in the priority of any lien or security interest granted to secure the Prior Note.] 












 IN WITNESS WHEREOF, the undersigned has executed this Real Estate 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 A-4 

to 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF SWINGLINE NOTE 












 SWINGLINE NOTE 

 

			
	$15,000,000.00	  	December 14, 2018

 FOR VALUE RECEIVED, the undersigned, MAYVILLE ENGINEERING COMPANY, INC., a Wisconsin corporation (the
“Borrower”), promises to pay to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), at the place and times provided in the Credit Agreement referred to below, the principal sum of FIFTEEN MILLION AND 00/100
DOLLARS ($15,000,000.00) or, if less, the unpaid principal amount of all Swingline Loans made by the Lender from time to time pursuant to that certain Credit Agreement, dated as of December 14, 2018 (the “Credit Agreement”), by
and among the Borrower, the Lenders party thereto and Wells Fargo Bank, National Association, 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 Swingline 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. Swingline Loans refunded as Revolving Credit Loans in accordance with Section 2.2(b) of the Credit Agreement shall be payable by the
Borrower as Revolving Credit Loans pursuant to the Revolving Credit Notes, and shall not be payable under this Swingline Note as Swingline Loans. All payments of principal and interest on this Swingline Note shall be payable in Dollars in
immediately available funds as provided in the Credit Agreement. 
 This Swingline 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 Swingline 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 Swingline Note and on which such Obligations may be declared to be immediately due and payable. 

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

The Indebtedness evidenced by this Swingline 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 Swingline Note. 
 [This Swingline Note is an amendment and restatement of
that certain Swingline Note dated as of June 1, 2018, in the original principal amount of $10,000,000 executed by the Borrower, Center Manufacturing Holdings, Inc., Center Manufacturing, Inc., and Center—Moeller Products LLC, and payable
to the order of the Lender (the “Prior Note”) and evidences an extension, continuation, increase, and renewal of the indebtedness evidenced by the Prior Note. The Borrower hereby acknowledges and agrees that such indebtedness has
not been repaid or extinguished and that the execution hereof does not constitute a novation of the Prior Note. Moreover, this Swingline Note shall be entitled to all security and collateral to which the Prior Note was entitled, without change or
diminution in the priority of any lien or security interest granted to secure the Prior Note.] 












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

			
	 MAYVILLE ENGINEERING COMPANY, INC.,

as a Borrower



 
			
		
	By: 	 	 


 
			
	Name: Todd M. Butz
	Title: Chief Financial Officer, Secretary and Treasurer














 EXHIBIT B 

to 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF NOTICE OF BORROWING 












 NOTICE OF BORROWING 

Dated as of: _____________ 
 Wells Fargo Bank,
National Association, 
 as Administrative Agent 

MAC D 1109-019 
 1525 West
W.T. Harris Blvd. 
 Charlotte, North Carolina 28262 

Attention: Syndication Agency Services 
 Ladies and Gentlemen:

 This irrevocable Notice of Borrowing is delivered to you pursuant to Section [2.3]
[4.2] of the 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 BANK, NATIONAL ASSOCIATION, 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 [a Revolving Credit
Loan][the Term Loan A][the Real Estate Term Loan] to the Borrower in the aggregate principal amount of $___________. (Complete with an amount in accordance with Section 2.3(a) or
Section 4.2, as applicable, 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 with Section 2.3 of the Credit Agreement for Revolving Credit Loans, Section 4.2(a) of the Credit
Agreement for the Term Loan A and the Real Estate Term Loan). 
 3. The Borrower hereby requests that such Loan(s) bear interest at the
following interest rate, plus the Applicable Margin, as set forth below: 
  

					
	 Component of Loan
	  	 Interest Rate
	  	 Interest Period 
(LIBOR 
Rate only)

		  	[Daily Floating LIBOR Rate or LIBOR Rate]1	  	

 4. The aggregate principal amount of all Loans and L/C Obligations 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. 

 

	1 	 Complete with the Daily Floating LIBOR Rate or the LIBOR Rate for Revolving Credit Loans, the Term Loan A, or
the Real Estate Term Loan. 














 5. 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 C 

to 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF NOTICE OF ACCOUNT DESIGNATION 












 NOTICE OF ACCOUNT DESIGNATION 

Dated as of: _________ 
 Wells Fargo Bank,
National Association, 
 as Administrative Agent 

MAC D 1109-019 
 1525 West
W.T. Harris Blvd. 
 Charlotte, North Carolina 28262 

Attention: Syndication Agency Services 
 Ladies and Gentlemen:

 This Notice of Account Designation is delivered to you pursuant to Section 2.3(b) of the 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 BANK, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Credit Agreement. 

1. The Administrative Agent is hereby authorized to disburse all Loan proceeds into the following account(s): 

 

					
		 	  
 Bank
Name:                             
	  	
		 	ABA Routing Number:                      	  	
		 	Account Number:                               	  	

 2. This authorization shall remain in effect until revoked or until a subsequent Notice of Account Designation
is provided to the Administrative Agent. 
 [Signature Page Follows] 












 IN WITNESS WHEREOF, the undersigned has executed this Notice of Account Designation
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 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF NOTICE OF PREPAYMENT 












 NOTICE OF PREPAYMENT 

Dated as of: _____________ 
 Wells Fargo Bank,
National Association, 
 as Administrative Agent 

MAC D 1109-019 
 1525 West
W.T. Harris Blvd. 
 Charlotte, North Carolina 28262 

Attention: Syndication Agency Services 
 Ladies and Gentlemen:

 This irrevocable Notice of Prepayment is delivered to you pursuant to Section [2.4(c)]
[4.4(a)] of the 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 Bank, National Association, 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
following [DBLR Loans] and/or [LIBOR Rate Loans]: _______________. (Complete with an amount in accordance with Section 2.4 or Section 4.4 of the Credit Agreement.) 

2. The Loan(s) to be prepaid consist of: [check each applicable box] 

 

	 	☐	 a Revolving Credit Loan 



 

	 	☐	 the Term Loan A 


  

	 	☐	 the Real Estate Term Loan 



3. The Borrower shall repay the above-referenced Loans on the following Business Day: _______________. (Complete with a date no earlier than
(i) the same Business Day as of the date of this Notice of Prepayment with respect to any DBLR Loan and (ii) three (3) Business Days subsequent to date of this Notice of Prepayment with respect to any LIBOR Rate Loan.) 

[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 E 

to 
 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
Bank, National Association, 
 as Administrative Agent 

FORM OF NOTICE OF CONVERSION/CONTINUATION 












 NOTICE OF CONVERSION/CONTINUATION 

Dated as of: _____________ 
 Wells Fargo Bank,
National Association, 
   as Administrative Agent 

MAC D 1109-019 
 1525 West
W.T. Harris Blvd. 
 Charlotte, North Carolina 28262 

Attention: Syndication Agency Services 
 Ladies and Gentlemen:

 This irrevocable Notice of Conversion/Continuation (this “Notice”) is delivered to you pursuant to
Section 5.2 of the 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 BANK, NATIONAL ASSOCIATION, as Administrative Agent. Capitalized terms used herein and not defined herein shall have the meanings
assigned thereto in the Credit Agreement. 
 1. The Loan to which this Notice relates is [a Revolving Credit Loan] [the
Term Loan A] [the Real Estate Term Loan]. (Delete as applicable.) 
 2. This Notice is submitted for the purpose of: (Check
one and complete applicable information in accordance with the Credit Agreement.) 
  

							
	☐	  	 Converting all or a portion of a DBLR Loan into a LIBOR Rate Loan
	  

		  	 Outstanding principal balance:
	  	$	______________	 
		  	 Principal amount to be converted:
	  	$	______________	 
		  	 Requested effective date of conversion:
	  	 	______________	 
		  	 Requested new Interest Period:
	  	 	______________	 
	☐	  	 Converting all or a portion of a LIBOR Rate Loan into a DBLR Loan
	  

		  	 Outstanding principal balance:
	  	$	______________	 
		  	 Principal amount to be converted:
	  	$	______________	 
		  	 Last day of the current Interest Period:
	  	 	______________	 
		  	 Requested effective date of conversion:
	  	 	______________	 














							
	☐	  	 Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan
	  

		  	 Outstanding principal balance:
	  	$	______________	 
		  	 Principal amount to be continued:
	  	$	______________	 
		  	 Last day of the current Interest Period:
	  	 	______________	 
		  	 Requested effective date of continuation:
	  	 	______________	 
		  	 Requested new Interest Period:
	  	 	______________	 

 3. The aggregate principal amount of all Loans and L/C Obligations outstanding as of the date hereof does not
exceed the maximum amount permitted to be outstanding pursuant to the terms of the Credit Agreement. 
 [Signature Page Follows] 












 IN WITNESS WHEREOF, the undersigned has executed this Notice of Conversion/Continuation 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 
 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
Bank, National Association, 
 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 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 Bank, National Association, 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 
 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
Bank, National Association, 
 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 Bank, National Association, as the administrative agent under the Credit Agreement
			
	5.	  	Credit Agreement:	  	The Credit Agreement dated as of December 14, 2018, among Mayville Engineering Company, Inc., as the Borrower, the Lenders party thereto, and Wells Fargo Bank, National Association, 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 BANK, NATIONAL ASSOCIATION,
	 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 6.1] [Section 8.1]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 

 
  

	1 	 Update as necessary to refer to appropriate Financial Statement delivery Section in Credit Agreement.















 
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 
 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
Bank, National Association, 
 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 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
BANK, NATIONAL ASSOCIATION, 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 
 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
Bank, National Association, 
 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 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
BANK, NATIONAL ASSOCIATION, 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 
 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
Bank, National Association, 
 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 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
BANK, NATIONAL ASSOCIATION, 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 
 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
Bank, National Association, 
 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 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
BANK, NATIONAL ASSOCIATION, 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__