Exhibit 10.1


 


Execution Version







 


SIXTH AMENDMENT TO CREDIT AGREEMENT


 


This SIXTH AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”), dated as of June 8, 2020, by and among DAIRYLAND USA CORPORATION, a
New York corporation (“Dairyland”), CHEFS’ WAREHOUSE PARENT, LLC, a Delaware limited liability company
(together with Dairyland, the “Borrowers”), THE CHEFS’ WAREHOUSE, INC., a Delaware corporation (“Holdings”),
the other Loan Parties party hereto, the Lenders party hereto and Jefferies Finance LLC (“Jefferies”), as administrative
agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral agent for the Secured
Parties (in such capacity, the “Collateral Agent” or, as Administrative Agent and Collateral Agent, the “Agents”).


W I T N E S S E T H:


WHEREAS,
the Borrowers, Holdings, the other Loan Parties party thereto, certain Lenders party thereto and the Agents, among others, are
parties to that certain Credit Agreement, dated as of June 22, 2016 (as amended, restated, amended and restated, supplemented or
otherwise modified from time to time prior to the date hereof, the “Existing Credit Agreement”);


WHEREAS,
pursuant to the Existing Credit Agreement, the Lenders (as defined in the Existing Credit Agreement) have extended credit in the
form of Term Loans (as defined in the Existing Credit Agreement) (the “Existing Term Loans”) to the Borrowers
pursuant to the terms and subject to the conditions set forth in the Existing Credit Agreement;


WHEREAS,
pursuant to and in accordance with Section 9.02 of the Existing Credit Agreement, the Borrowers have requested that the Lenders
amend, and the Lenders (including the Replacement Lenders (as defined below)) party hereto or to a Consent (as defined below) have
agreed to so amend, the Existing Credit Agreement in the manner set forth in Section 2 hereof to, among other things, (i) extend
the scheduled maturity date of all or a portion of the Existing Term Loans by establishing a new tranche of term loans (the “Extended
Term Loans”) and (ii) amend certain other provisions of the Existing Credit Agreement;


WHEREAS,
each Lender (including each Replacement Lender) that executes and delivers a lender consent in substantially the same form attached
as Annex A hereto (or such other form as the Administrative Agent may approve) (a “Consent”) (each such
Lender in such capacity, an “Extending Lender”, and all Extending Lenders collectively with each Lender party
hereto (including the Replacement Lenders), the “Sixth Amendment Consenting Lenders”) will, by the fact of such
execution and delivery, be deemed to have agreed to extend the scheduled maturity date of all of its Existing Term Loans, on the
terms set forth herein;


WHEREAS,
in connection with the transactions contemplated by this Amendment, the Borrowers have informed the Administrative Agent and the
Lenders of their intent to make a voluntary prepayment (the “Sixth Amendment Prepayment”) pursuant to Section
2.11(a) of the Existing Credit Agreement in the amount of $35,719,342.25 (the “Sixth Amendment Prepayment Amount”);
and


WHEREAS,
the Extending Lenders collectively constitute the Required Lenders under the Existing Credit Agreement and consent to the Loan
Parties entering into and authorize, instruct and direct the Administrative Agent and Collateral Agent to enter into this Amendment,
to, among other things, (i) establish the new tranche of Extended Term Loans on the Sixth Amendment Date and (ii) amend certain
other provisions of the Existing Credit Agreement as set forth herein.






    	 	 	 



     


    

NOW, THEREFORE,
in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the sufficiency
and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


1.       Defined
Terms. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings ascribed thereto in
the Existing Credit Agreement, as amended hereby (the “Amended Credit Agreement”).


2.       Amendments.
Subject to the satisfaction (or waiver) of the conditions precedent set forth in Section 7 below, the Existing Credit Agreement
is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken
text) and to add the underlined text (indicated textually in the same manner as the following example: underlined
text) as set forth in the pages attached hereto as Annex B.


3.       Establishment
of Extended Term Loans.


(a) Subject to the
satisfaction (or waiver) of the conditions precedent set forth in Section 7 below, there is hereby established under the Amended
Credit Agreement a new tranche of Term Loans (such Term Loans, collectively, the “2020 Extended Term Loans”)
having the terms set forth in this Amendment and the Amended Credit Agreement, and all references in the Amended Credit Agreement
to Term Loans shall include, without limitation, the 2020 Extended Term Loans. The 2020 Extended Term Loans shall be denominated
in Dollars.


(b) Each Extending
Lender that executes and delivers to the Administrative Agent a Consent on or prior to 12:00 noon (New York City time) on June
4, 2020 (the “Consent Deadline”) irrevocably agrees to convert on the Sixth Amendment Date the aggregate principal
amount of its Existing Term Loans set forth in the Administrative Agent’s Register as of the Consent Deadline (or, in the
case of a Replacement Lender, the aggregate principal amount of Existing Term Loans purchased by such Replacement Lender pursuant
to Section 8 below) into an equal principal amount of 2020 Extended Term Loans (such conversion, the “2020 Conversion”).
On the Sixth Amendment Date, each Extending Lender, by execution and delivery of a Consent on or prior to the Consent Deadline,
hereby agrees that the aggregate principal amount of Existing Term Loans held by such Extending Lender set forth in the Administrative
Agent’s Register as of the Consent Deadline (or, in the case of a Replacement Lender, the aggregate principal amount of Existing
Term Loans purchased by such Replacement Lender pursuant to Section 8 below) shall automatically (and without any further action
on the part of any party to this Amendment or the Existing Credit Agreement) be converted into and reclassified to become an equal
principal amount of 2020 Extended Term Loans. After giving effect to the 2020 Conversion, the aggregate principal amount of all
such 2020 Extended Term Loans held by an Extending Lender shall equal the aggregate principal amount of Existing Term Loans held
by such Extending Lender as set forth in the Administrative Agent’s Register as of the Consent Deadline (or, in the case
of a Replacement Lender, the aggregate principal amount of Existing Term Loans purchased by such Replacement Lender pursuant to
Section 8 below) immediately prior to the 2020 Conversion. All Existing Term Loans that are not converted into 2020 Extended Term
Loans pursuant to the 2020 Conversion will, after giving effect to this Amendment, remain outstanding as Term Loans (the “2016
Term Loans”) with the maturity date and interest rate in effect immediately prior to the effectiveness of this Amendment
and subject to the terms of the Amended Credit Agreement. For the avoidance of doubt, the 2020 Conversion shall be effected prior
to the Sixth Amendment Prepayment. On the Sixth Amendment Date, after giving effect to this Amendment but immediately prior to
the Sixth Amendment Prepayment, the aggregate principal amount of 2020 Extended Term Loans and the aggregate principal amount of
2016 Term Loans shall be as set forth on Schedule 1 hereto. On the Sixth Amendment Date, after giving effect to this Amendment
and the Sixth Amendment 



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Prepayment, the aggregate principal amount of 2020 Extended Term Loans and the aggregate principal amount
of 2016 Term Loans shall be as set forth on Schedule 2 hereto.


(c) On the Sixth Amendment
Date, all accrued and unpaid interest owing by the Borrowers under the Existing Credit Agreement with respect to the outstanding
Existing Term Loans that has accrued through but excluding the Sixth Amendment Date shall be paid in full in cash immediately prior
to the 2020 Conversion.


(d) From and after
the Sixth Amendment Date, interest shall accrue on the 2020 Extended Term Loans and the 2016 Term Loans at the interest rates provided
for in the Amended Credit Agreement.


4.       Fees.
On the Sixth Amendment Date, the Borrowers shall pay to the Administrative Agent, for the benefit of (i) each Extending Term Lender
(other than a Replacement Lender) who has delivered its Consent to the Administrative Agent on or prior to the Consent Deadline,
a consent fee equal to 0.50% of the aggregate principal amount of Existing Term Loans of such Extending Term Lender outstanding
under the Existing Credit Agreement immediately prior to the effectiveness of the Amendment and immediately after giving effect
to the Sixth Amendment Prepayment and (ii) each Replacement Lender who has delivered its Consent to the Administrative Agent on
or prior to the Consent Deadline, a consent fee equal to 0.50% of the aggregate principal amount of Existing Term Loans purchased
by such Replacement Lender pursuant to Section 8 below, in each case, which fees shall be non-refundable and fully earned and payable
on the Sixth Amendment Date.


5.       Representations
and Warranties. In order to induce the other parties hereto to enter into this Amendment in the manner provided herein, each
Loan Party represents and warrants to the other parties hereto that the following statements are true and correct:


(a) each of the representations
and warranties contained in the Loan Documents are true and correct in all material respects (provided that any representation
or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of
the Sixth Amendment Date except to the extent that such representations and warranties specifically refer to an earlier date, in
which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality
or Material Adverse Effect, in all respects) on and as of such earlier date;


(b) the transactions
contemplated by this Amendment are within each Loan Party’s organizational powers and have been duly authorized by all necessary
organizational actions and, if required, actions by equity holders;


(c) this Amendment
has been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party,
enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law;


(d) the transactions
contemplated by this Amendment (i) do not require any consent or approval of, registration or filing with, or any other action
by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for filings
necessary to perfect Liens created pursuant to the Loan Documents, (ii) will not violate any Requirement of Law applicable
to any Loan Party or any of its Subsidiaries, (iii) will not violate or result in a default under any indenture, agreement
or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets of any Loan Party or any of its Subsidiaries,
or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Subsidiaries, and (iv) will
not result in the creation or imposition of any 



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Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens created
pursuant to the Loan Documents, or subject to the Intercreditor Agreement, the ABL Loan Documents;


(e) as of the date
hereof and immediately after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing; and


(f) as of the Sixth
Amendment Date, the information included in the Beneficial Ownership Certification previously delivered by each Borrower to the
Administrative Agent is true and correct in all respects.


6.       Additional
Agreements.


(a) Each Person that
executes and delivers a signature page to this Amendment in the capacity of a Replacement Lender irrevocably consents to the terms
of this Amendment and the Amended Credit Agreement.


(b) The Borrowers
will furnish to the Administrative Agent (i) the articles of incorporation of Qzina Specialty Foods (Ambassador), Inc., a
California corporation (the “California Loan Party”), together with any amendments thereto adopted through the
date of this Agreement, certified as of a recent date by the Secretary of State of the State of California, and (ii) a good standing
certificate of the California Loan Party, certified as of a recent date by the Secretary of State of the State of California, in
each case, within thirty (30) days of the date of this Agreement (or such later date as the Administrative Agent may agree in its
sole discretion).


7.       Conditions
to Effectiveness. The effectiveness of this Amendment is subject to the satisfaction (or waiver by the Administrative Agent,
the Required Lenders and each Extending Lender) of the following conditions (the date on which all such conditions are so satisfied
(or waived) is referred to herein as the “Sixth Amendment Date”):


(a) the Administrative
Agent shall have received a certificate, dated the Sixth Amendment Date, executed by the President, a Vice President or a Financial
Officer of the Borrower Representative, certifying that, as of the Sixth Amendment Date, (i) the representations and warranties
contained in this Amendment and the other Loan Documents are true and correct in all material respects (provided that any representation
or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of
such date except to the extent that such representations and warranties specifically refer to an earlier date, in which case they
are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material
Adverse Effect, in all respects) on and as of such earlier date; (ii) as of the Sixth Amendment Date and immediately after giving
effect to this Amendment, no Default or Event of Default has occurred and is continuing; and (iii) this Amendment is effected in
accordance with the terms of the Existing Credit Agreement, the ABL Loan Documents and the Intercreditor Agreement;


(b) Holdings and the
Borrowers shall have paid to the Administrative Agent all fees, costs and expenses due and payable under this Amendment (including
under Sections 4 and 12 hereof) and, without duplication of any of the foregoing, under that certain Engagement Letter, dated as
of May 26, 2020, by and between Jefferies and Holdings;


(c) the Borrowers
shall have paid all accrued and unpaid interest on the Existing Term Loans pursuant to Section 3(c) hereof;






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(d) the Administrative
Agent shall have received (x) Consents duly executed by Lenders collectively constituting at least the Required Lenders (without
giving effect to the Non-Consenting Lender Replacement (as defined below)) and (y) counterparts of this Amendment duly executed
by Holdings, the Borrowers, each other Loan Party, the Administrative Agent and each Replacement Lender;


(e) the Administrative
Agent and each Sixth Amendment Consenting Lender shall have received, at least two Business Days prior to the Sixth Amendment Date,
all documentation and other information required by regulatory authorities under applicable “know your customer” and
anti-money laundering laws, including, without limitation, the Act, to the extent requested at least four Business Days prior to
the Sixth Amendment Date;


(f) the Administrative
Agent shall have received a certificate (in form reasonably satisfactory to the Administrative Agent) with respect to each Loan
Party signed by the secretary or other Authorized Officer of such Loan Party and attaching and certifying to the accuracy of (i)
the articles or certificate of organization or formation (or any comparable charter documents) of such Loan Party, (ii) the bylaws,
operating agreements or other governing documents of such Loan Party, (iii) resolutions or consents of the governing bodies of
such Loan Party, (iv) incumbencies evidencing the identity, authority and capacity of each Authorized Officer of such Loan Party
authorized to act in connection with this Amendment and the other Loan Documents to which such Loan Party is a party or is to be
a party upon the Sixth Amendment Date and (v) a certificate of good standing (or comparable certificate) with respect to such Loan
Party issued by the secretary of state (or comparable government authority) of the jurisdiction of organization of such Loan Party;


(g) the Administrative
Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and dated the Sixth
Amendment Date) of Shearman & Sterling LLP, counsel to the Loan Parties in form and substance reasonably acceptable to the
Administrative Agent (and the Borrowers hereby request such counsel to deliver such opinion);


(h) the Borrowers
shall have, substantially concurrently with and on the same day as the effectiveness of this Amendment, (i) made a voluntary prepayment
pursuant to Section 2.11(a) of the Existing Credit Agreement in the amount of the Sixth Amendment Prepayment Amount, with such
prepayment to be applied ratably to prepay 2020 Extended Term Loans outstanding on the Sixth Amendment Date (immediately after
the effectiveness of this Amendment but immediately prior to giving effect to the Sixth Amendment Prepayment), and (ii) paid the
accrued and unpaid interest on the Sixth Amendment Prepayment Amount of the 2020 Extended Term Loans so prepaid pursuant to Section
2.13(e) of the Existing Credit Agreement; and


(i) Liquidity (as
defined in the Amended Credit Agreement) of the Loan Parties, as of the Sixth Amendment Date (immediately after giving effect to
the Sixth Amendment Prepayment and the payment of all interest, fees and expenses required to paid hereunder on the Sixth Amendment
Date), shall not be less than $35,000,000, as demonstrated in a compliance certificate signed by a Financial Officer of Holdings,
attaching reasonably detailed calculations with respect thereto, and delivered to the Administrative Agent.


8.       Replacement
Lenders. If any Lender under the Existing Credit Agreement has failed to deliver a Consent prior to the Consent Deadline (each
such non-consenting Lender, a “Non-Consenting Lender”), and Lenders constituting the Required Lenders have so
consented, then the Borrowers shall exercise their rights, effective as of the Sixth Amendment Date, to replace (such act of replacement,
the “Non-Consenting Lender Replacement”) each such Non-Consenting Lender in accordance with Section 9.02(e)
of the Existing Credit Agreement, and each such Non-Consenting Lender, upon receipt of an amount equal to the sum of (i) the principal
amount of the outstanding Existing Term Loans of such Non-



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Consenting Lender and immediately prior to the effectiveness of this
Amendment (but, for the avoidance of doubt, without any prepayment premium thereon), (ii) all interest, fees and other amounts
accrued but unpaid to such Non-Consenting Lender by the Borrowers under the Existing Credit Agreement to and including the Sixth
Amendment Date, including without limitation payments due to such Non-Consenting Lender under Sections 2.15 and 2.17 of the
Existing Credit Agreement, and (iii) an amount, if any, equal to the payment which would have been due to such Non-Consenting
Lender on the Sixth Amendment Date under Section 2.16 of the Existing Credit Agreement had the Loans of such Non-Consenting
Lender been prepaid in full on the Sixth Amendment Date rather than sold to the replacement Lender, shall be deemed to have assigned
all of its rights and obligations under the Existing Credit Agreement to one or more assignee Lenders (each of whom shall have
consented to this Amendment by delivering a Consent to the Administrative Agent prior to the Consent Deadline (each such assignee
Lender, to the extent of such assigned interest, a “Replacement Lender”)). Each Lender party hereto or to a
Consent hereby waives any requirement of the Borrowers to deliver any notice to Administrative Agent and/or any Lender in connection
with any assignment contemplated herein pursuant to Section 9.02(e) of the Existing Credit Agreement.


9.       GOVERNING
LAW AND WAIVER OF JURY TRIAL.


(a) This Amendment
shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict of law
principles (other than sections 5-1401 and 5-1402 of the New York General Obligations Law).


(b) To the fullest
extent permitted by applicable law, each Loan Party hereby irrevocably submits to the exclusive jurisdiction of any New York State
court or federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit, action or
proceeding arising out of or relating to the provisions of this Amendment and irrevocably agree that all claims in respect of any
such claim, suit, action or proceeding may be heard and determined in any such court and that service of process therein may be
made by certified mail, postage prepaid, to your address set forth above. Each Loan Party hereby 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 such claim, suit, action
or proceeding brought in any such court, and any claim that any such claim, suit, action or proceeding brought in any such court
has been brought in an inconvenient forum. Each of the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Amendment shall affect any right that the Agents or any Lender may otherwise have to bring any action or proceeding
relating to this Amendment against any Loan Party or its properties in the courts of any jurisdiction.


(c) Each Loan Party
hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which
it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Amendment
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 law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any
such court.


(d) Each party to
this Amendment irrevocably consents to service of process in the manner provided for notices in Section 9.01 of the Existing
Credit Agreement. Nothing in this Amendment will affect the right of any party to this Amendment to serve process in any other
manner permitted by law.


(e) EACH PARTY HERETO
HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS 



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AMENDMENT, THE AMENDED CREDIT AGREEMENT, 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO
HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


10.       Counterparts;
Integration; Effectiveness. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts),
each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment
constitutes 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. This Amendment shall become effective on the Sixth
Amendment Date. Except as provided in Section 7, this Amendment shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear
the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Amendment by
telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed signature page shall be effective
as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,”
“delivery,” and words of like import in or relating to any document to be signed in connection with this Amendment
and the transactions contemplated hereby shall be deemed to include electronic signatures, deliveries or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature,
physical delivery thereof 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.


11.       Reference
to and Limited Effect on the Existing Credit Agreement and the Other Loan Documents.


(a) On and after the
Sixth Amendment Date, (x) each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Existing Credit Agreement, and (y) each reference
in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof”, “therein”
or words of like import referring to the Existing Credit Agreement shall mean and be a reference to the Amended Credit Agreement.


(b) Except as specifically
amended by this Amendment, the Existing Credit Agreement and each of the other Loan Documents shall remain in full force and effect
and are hereby ratified and confirmed.


(c) The execution,
delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of the Agents or Lenders under, the Amended Credit Agreement or any of the other Loan Documents.


(d) Each Loan Party
hereby (i) ratifies, confirms and reaffirms its liabilities, its payment and performance obligations (contingent or otherwise)
and its agreements under the Existing Credit 



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Agreement, the Amended Credit Agreement and the other Loan Documents and (ii) acknowledges,
ratifies and confirms that such liabilities, obligations and agreements constitute valid and existing Obligations under the Amended
Credit Agreement, in each case, to the extent such Loan Party is a party thereto. In addition, each Loan Party hereby ratifies,
confirms and reaffirms (i) the liens and security interests granted, created and perfected under the Collateral Documents and any
other Loan Documents and (ii) that each of the Collateral Documents to which it is a party remain in full force and effect notwithstanding
the effectiveness of this Amendment. Without limiting the generality of the foregoing, each Loan Party further agrees (A) that
any reference to “Obligations” contained in any Collateral Documents shall include, without limitation, the “Obligations”
(as such term is defined in the Amended Credit Agreement) and (B) that the related guarantees and grants of security contained
in such Collateral Documents shall include and extend to such Obligations. This Amendment shall not constitute a modification of
the Existing Credit Agreement, except as specified under Section 2 hereto, or a course of dealing with the Agents or any Lender
at variance with the Existing Credit Agreement such as to require further notice by any Agent or any Lender to require strict compliance
with the terms of the Amended Credit Agreement and the other Loan Documents in the future, except as expressly set forth herein.
This Amendment contains the entire agreement among the Loan Parties and the Sixth Amendment Consenting Lenders contemplated by
this Amendment. No Loan Party has any knowledge of any challenge to the Agent’s or any Lender’s claims arising under
the Loan Documents or the effectiveness of the Loan Documents. The Agent and Lenders reserve all rights, privileges and remedies
under the Loan Documents. Nothing in this Amendment is intended, or shall be construed, to constitute a novation or an accord and
satisfaction of any of the Obligations, or otherwise with respect to the Existing Credit Agreement or any other Loan Document,
or to constitute a mutual departure from the strict terms, provisions and conditions of the Existing Credit Agreement or any other
Loan Document other than with respect to the amendments set forth in Section 2 hereof, or to modify, affect or impair the perfection,
priority or continuation of the security interests in, security titles to or other Liens on any Collateral for the Obligations.


(e) Each Loan Party
hereby acknowledges that it has reviewed the terms and provisions of this Amendment and consents to the amendment of the Existing
Credit Agreement effected pursuant to this Amendment.


(f) Each Loan Party
that is not a Borrower acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment,
such Loan Party is not required by the terms of the Existing Credit Agreement or any other Loan Document to consent to the amendments
to the Existing Credit Agreement effected pursuant to this Amendment and (ii) nothing in the Amended Credit Agreement, this Amendment
or any other Loan Document shall be deemed to require the consent of such Loan Party to any future amendments to the Amended Credit
Agreement.


(g) The parties hereto
acknowledge and agree that, for all purposes under the Amended Credit Agreement and the other Loan Documents, this Amendment constitutes
a “Loan Document” under and as defined in the Amended Credit Agreement.


12.       Expenses.
The Borrowers and Holdings agree, jointly and severally, to pay on demand all reasonable out-of-pocket costs and expenses incurred
by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment, including, without
limitation, all attorney costs.


13.       Severability.
Any provision of any this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability
of the remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate
such provision in any other jurisdiction.






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14.       Headings.
Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction
of, or be taken into consideration in interpreting, this Amendment.


15.       Conflicts.
In the event of any conflict between the terms of this Amendment and the terms of the Amended Credit Agreement or any of the other
Loan Documents, the terms of this Amendment shall govern.


[SIGNATURE PAGES FOLLOW]






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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first written above.


 


 





	 	CHEFS’ WAREHOUSE PARENT, LLC,

    as a Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Alexandros Aldous
	 	 	Name:	Alexandros Aldous
	 	 	Title:	General Counsel, Corporate
	 	 	Secretary and Chief Government Relations Officer
	 	 	 	 
	 	 	 	 
	 	DAIRYLAND USA CORPORATION,

    as a Borrower
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Alexandros Aldous
	 	 	Name:	Alexandros Aldous
	 	 	Title:	General Counsel, Corporate
	 	 	Secretary and Chief Government Relations Officer






 


 


 


 


 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT]









    	 	 	 



     


    








	 	THE CHEFS’ WAREHOUSE MID
ATLANTIC, LLC


BEL CANTO FOODS, LLC


THE CHEFS’ WAREHOUSE WEST
COAST, LLC


THE CHEFS’ WAREHOUSE OF
FLORIDA, LLC


THE CHEFS’ WAREHOUSE,
INC.


MICHAEL’S FINER MEATS,
LLC


MICHAEL’S FINER MEATS
HOLDINGS, LLC


THE CHEFS’ WAREHOUSE MIDWEST,
LLC


THE CHEFS’ WAREHOUSE PASTRY
DIVISION, INC.


QZ ACQUISITION (USA), INC.


QZINA SPECIALTY FOODS NORTH
AMERICA (USA), INC.


QZINA SPECIALTY FOODS, INC.,
a Florida corporation


QZINA SPECIALTY FOODS, INC.,
a Washington corporation


QZINA SPECIALTY FOODS (AMBASSADOR),
INC.


CW LV REAL ESTATE LLC


ALLEN BROTHERS 1893, LLC


THE GREAT STEAKHOUSE STEAKS,
LLC


DEL MONTE CAPITOL MEAT COMPANY
HOLDINGS, LLC


DEL MONTE CAPITOL MEAT COMPANY,
LLC


FELLS POINT HOLDINGS, LLC


FELLS POINT, LLC


CHEFS’ WAREHOUSE TRANSPORTATION,
LLC


DAIRYLAND HP LLC


CAMBRIDGE, LLC


CAMBRIDGE PROTEIN HOLDINGS,
LLC


DAIRYLAND PRODUCE, LLC


DAIRYLAND PRODUCE HOLDINGS,
LLC





	 	 	 
	 	 	 
	 	By:	/s/ Alexandros Aldous
	 	 	Name:	Alexandros Aldous
	 	 	Title:	General Counsel, Corporate
	 	 	Secretary and Chief Government Relations Officer





 


 


 


 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT]






    	 	 	 



     


    




	 	JEFFERIES FINANCE LLC,

    as Administrative Agent and Collateral Agent
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Paul Chisholm
	 	 	Name:	Paul Chisholm
	 	 	Title:	Managing Director





 


 


 


 


 


 


 


 


[SIGNATURE PAGE TO SIXTH AMENDMENT TO CREDIT AGREEMENT]






    	 	 	 



     


    

Sixth Amendment Consenting Lender Signature
Pages on file with Administrative Agent


 


 


 


 


 









    	 	 	 



     


    

SCHEDULE 1


 


 


	Term Loans	Aggregate Principal Amount (prior to giving effect to the Sixth Amendment Prepayment)
	2016 Term Loans	$31,165,852.60
	2020 Extended Term Loans	$206,963,095.72
	Total	$238,128,948.32


 


 


 






    	 	 	 



     


    

SCHEDULE 2


 


 


	Term Loans	Aggregate Principal Amount (after giving effect to the Sixth Amendment Prepayment)
	2016 Term Loans	$31,165,852.60
	2020 Extended Term Loans	$171,243,753.47
	Total	$202,409,606.07


 


 


 


 






    	 	 	 



     


    

ANNEX A


 


FORM OF LENDER CONSENT


 


 


Reference is made
to the Sixth Amendment (the “Amendment”) to that certain Credit Agreement, dated as of June 22, 2016 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), by and
among Dairyland USA Corporation, a New York corporation (“Dairyland”), Chefs’ Warehouse Parent, LLC, a
Delaware limited liability company (together with Dairyland, the “Borrowers”), The Chefs’ Warehouse, Inc.,
a Delaware corporation (“Holdings”), the other Loan Parties party thereto, the lenders party thereto, and Jefferies
Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”) and as collateral
agent for the Secured Parties (in such capacity, the “Collateral Agent” or, as Administrative Agent and Collateral
Agent, the “Agents”); capitalized terms used but not otherwise defined herein shall have the respective meanings
assigned to such terms in the Amendment or in the Credit Agreement.


By signing below,
the undersigned Lender hereby consents to the Amendment and irrevocably agrees to convert the aggregate principal amount of all
of its Existing Term Loans set forth in the Administrative Agent’s Register as of the Consent Deadline into 2020 Extended
Term Loans.


 


 





	 	 
	 	as a Lender
	 	 	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	For Lenders requiring a second signature block:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 





 


 


 


 





[Lender Consent to Sixth Amendment to Credit Agreement]



    	 	 	 



     


    

ANNEX B


 


AMENDED CREDIT AGREEMENT


 


[see attached]


 






    	 	 	 



     


    




Conformed
throughANNEX B


First Amendment to
Credit Agreement, dated as of September 14, 2016,


Second Amendment to
Credit Agreement, dated as of September 1, 2017,


Third Amendment to
Credit Agreement, dated as of December 13, 2017,


Fourth Amendment to
Credit Agreement, dated as of November 16, 2018, and


Fifth Amendment to
Credit Agreement, dated as of November 18, 2019










	
         

        CREDIT AGREEMENT

        

        dated as of

        June 22, 2016

         

        as
        amended by that certain First Amendment to Credit Agreement, dated as of September 14, 2016, that certain Second Amendment to Credit
        Agreement, dated as of September 1, 2017, that certain Third Amendment to Credit Agreement, dated as of December 13, 2017, that
        certain Fourth Amendment to Credit Agreement, dated as of November 16, 2018, that certain Fifth Amendment to Credit Agreement,
        dated as of November 18, 2019, and that certain Sixth Amendment to Credit Agreement, dated as of June 8, 2020

         

        among

        

        DAIRYLAND USA CORPORATION

         

        and

         

        CHEFS’ WAREHOUSE PARENT, LLC,

        as Borrowers,

         

        THE CHEFS’ WAREHOUSE, INC.

        

        and

        

        the other Loan Parties party hereto,

        as Guarantors,

         

        the Lenders party hereto,

        

        JEFFERIES FINANCE LLC,

        as Joint Lead Arranger and Joint Bookrunner, Administrative Agent and Collateral Agent,

         

        and

        

        BMO Capital Markets Corp.,

        JPMorgan Chase Bank, N.A.

        and

        Wells Fargo Securities, LLC,

        as Joint Lead Arrangers and Joint Bookrunners

        ___________________________

        

        







    	 	 	 



     


    

TABLE OF CONTENTS


Page





	Article I Definitions	1
	SECTION 1.01.	Defined Terms	1
	SECTION 1.02.	Classification of Loans and Borrowings	2630
	SECTION 1.03.	Terms Generally	2730
	SECTION 1.04.	Accounting Terms; GAAP; Pro Forma Calculations; LCA Election	2730
	SECTION 1.05.	Status of Obligations	2932
	SECTION 1.06.	LIBOR Discontinuation.	2932
	SECTION 1.07.	Divisions.	33
	Article II The Credits	3033
	SECTION 2.01.	Loans	3033
	SECTION 2.02.	Loans and Borrowings	3034
	SECTION 2.03.	Requests for Borrowings	3134
	SECTION 2.04.	[Intentionally Omitted]	3235
	SECTION 2.05.	[Intentionally Omitted]	3235
	SECTION 2.06.	[Intentionally Omitted]	3235
	SECTION 2.07.	Funding of Borrowings	3235
	SECTION 2.08.	Interest Elections	3236
	SECTION 2.09.	Termination and Reduction of Commitments	3337
	SECTION 2.10.	Repayment and Amortization of Loans; Evidence of Debt	3437
	SECTION 2.11.	Prepayment of Loans	3438
	SECTION 2.12.	Fees	3640
	SECTION 2.13.	Interest	3641
	SECTION 2.14.	Alternate Rate of Interest	3741
	SECTION 2.15.	Increased Costs	3742
	SECTION 2.16.	Break Funding Payments	3843
	SECTION 2.17.	Withholding of Taxes; Gross-Up.	3943
	SECTION 2.18.	Payments Generally; Allocation of Proceeds; Sharing of Set-offs	4247
	SECTION 2.19.	Mitigation Obligations; Replacement of Lenders	4448
	SECTION 2.20.	Defaulting Lenders	4549
	SECTION 2.21.	Returned Payments	4549
	SECTION 2.22.	Expansion Option	4549
	Article III Representations and Warranties	4752
	SECTION 3.01.	Organization; Powers	4752
	SECTION 3.02.	Authorization; Enforceability	4752
	SECTION 3.03.	Governmental Approvals; No Conflicts	4852
	SECTION 3.04.	Financial Condition; No Material Adverse Change	4852
	SECTION 3.05.	Properties	4853
	SECTION 3.06.	Litigation and Environmental Matters	4953
	SECTION 3.07.	Compliance with Laws and Agreements	4953
	SECTION 3.08.	Investment Company Status; Margin Stock	4954
	SECTION 3.09.	Taxes	4954
	SECTION 3.10.	ERISA	4954



 



    	 	ii	 



     


    




	SECTION 3.11.	Disclosure	5054
	SECTION 3.12.	Material Agreements	5054
	SECTION 3.13.	Solvency	5054
	SECTION 3.14.	Insurance	5055
	SECTION 3.15.	Capitalization and Subsidiaries	5055
	SECTION 3.16.	Security Interest in Collateral	5155
	SECTION 3.17.	Employment Matters	5155
	SECTION 3.18.	Nature of Business; Permits and Licenses; Tradenames	5156
	SECTION 3.19.	Location of Bank Accounts	5256
	SECTION 3.20.	[Intentionally Omitted]	5256
	SECTION 3.21.	Customers and Suppliers	5256
	SECTION 3.22.	Affiliate Transactions	5256
	SECTION 3.23.	Common Enterprise	5257
	SECTION 3.24.	Foreign Assets Control Regulations and Anti-Money Laundering	5257
	SECTION 3.25.	Patriot Act 53 and Beneficial Ownership Regulation	57
	SECTION 3.26.	FDA Matters	5357
	Article IV Conditions	5458
	SECTION 4.01.	Effective Date	5458
	SECTION 4.02.	Each Credit Event	5559
	SECTION 4.03.	Delayed Draw Term Loans	5560
	Article V Affirmative Covenants	5660
	SECTION 5.01.	Financial Statements and Other Information	5661
	SECTION 5.02.	Notices of Material Events	5863
	SECTION 5.03.	Existence; Conduct of Business	5963
	SECTION 5.04.	Payment of Obligations	5963
	SECTION 5.05.	Maintenance of Properties	5964
	SECTION 5.06.	Books and Records; Inspection Rights	5964
	SECTION 5.07.	Compliance with Laws	5964
	SECTION 5.08.	Use of Proceeds	5964
	SECTION 5.09.	Insurance	6064
	SECTION 5.10.	Casualty and Condemnation	6065
	SECTION 5.11.	[Intentionally Omitted]	6065
	SECTION 5.12.	[Intentionally Omitted]	6065
	SECTION 5.13.	Additional Collateral; Further Assurances	6065
	SECTION 5.14.	Compliance with Certain Laws	6266
	Article VI Negative Covenants	6266
	SECTION 6.01.	Indebtedness	6267
	SECTION 6.02.	Liens	6570
	SECTION 6.03.	Fundamental Changes	6772
	SECTION 6.04.	Investments, Loans, Advances, Guarantees and Acquisitions	6872
	SECTION 6.05.	Asset Sales	7075
	SECTION 6.06.	Sale and Leaseback Transactions	7176
	SECTION 6.07.	Swap Agreements	7176
	SECTION 6.08.	Restricted Payments; Certain Payments of Indebtedness	7176
	SECTION 6.09.	Transactions with Affiliates	7378
	SECTION 6.10.	Restrictive Agreements	7478



 



    	 	iii	 



     


    




	SECTION 6.11.	Amendment of Material Documents	7479
	SECTION 6.12.	Compliance with Certain Laws	7479
	SECTION 6.13.	Minimum Liquidity	79
	Article VII Events of Default	7479
	Article VIII The Administrative Agent AND THE COLLATERAL AGENT	7783
	Article IX Miscellaneous	8086
	SECTION 9.01.	Notices	8086
	SECTION 9.02.	Waivers; Amendments	8287
	SECTION 9.03.	Expenses; Indemnity; Damage Waiver	8489
	SECTION 9.04.	Successors and Assigns	8591
	SECTION 9.05.	Survival	8894
	SECTION 9.06.	Counterparts; Integration; Effectiveness	8894
	SECTION 9.07.	Severability	8995
	SECTION 9.08.	Right of Setoff	8995
	SECTION 9.09.	Governing Law; Jurisdiction; Consent to Service of Process	8995
	SECTION 9.10.	WAIVER OF JURY TRIAL	9096
	SECTION 9.11.	Headings	9096
	SECTION 9.12.	Confidentiality	9096
	SECTION 9.13.	Several Obligations; Nonreliance; Violation of Law	9197
	SECTION 9.14.	USA PATRIOT Act 91 and Beneficial Ownership Regulation	97
	SECTION 9.15.	Disclosure	9297
	SECTION 9.16.	Appointment for Perfection	9297
	SECTION 9.17.	Interest Rate Limitation	9298
	SECTION 9.18.	No Advisory or Fiduciary Responsibility	9298
	SECTION 9.19.	Intercreditor Agreement	9398
	SECTION 9.20.	Acknowledgement and Consent to Bail-In of EEAAffected Financial Institutions	9398
	SECTION 9.21.	Acknowledgement Regarding Any Supported QFCs	99
	SECTION 9.22.	Certain ERISA Matters	100
	Article X Loan GuarantY	93100
	SECTION 10.01.	Guaranty	93101
	SECTION 10.02.	Guaranty of Payment	94101
	SECTION 10.03.	No Discharge or Diminishment of Loan Guaranty	94101
	SECTION 10.04.	Defenses Waived	94102
	SECTION 10.05.	Rights of Subrogation	95102
	SECTION 10.06.	Reinstatement; Stay of Acceleration	95102
	SECTION 10.07.	Information	95102
	SECTION 10.08.	[Intentionally Omitted]	95102
	SECTION 10.09.	Taxes	95103
	SECTION 10.10.	Maximum Liability	96103
	SECTION 10.11.	Contribution	96103
	SECTION 10.12.	Liability Cumulative	96104
	Article XI The Borrower Representative	97104
	SECTION 11.01.	Appointment; Nature of Relationship	97104
	




    	 	iv	 



     


    


	SECTION 11.02.	Powers	97104
	SECTION 11.03.	Employment of Agents	97104
	SECTION 11.04.	Notices	97104
	SECTION 11.05.	Successor Borrower Representative	97104
	SECTION 11.06.	Execution of Loan Documents	97104







 






    	 	v	 



     


    

SCHEDULES:


 





	Schedule 2.01(ab)	–	TermDDTL Commitment Schedule
	Schedule 2.01(b)	–	DDTL Commitment Schedule
	Schedule 3.05	–	Properties; Collateral Locations
	Schedule 3.06	–	Litigation and Environmental Matters
	Schedule 3.12	–	Material Agreements
	Schedule 3.14	–	Insurance
	Schedule 3.15	–	Capitalization and Subsidiaries
	Schedule 3.18	–	Tradenames
	Schedule 3.19	–	Bank Accounts
	Schedule 3.22	–	Affiliate Transactions
	Schedule 6.01	–	Existing Indebtedness
	Schedule 6.02	–	Existing Liens
	Schedule 6.04	–	Existing Investments
	Schedule 6.10	–	Existing Restrictions
	 	 	 
	EXHIBITS:	 	 
	Exhibit A	–	Form of Assignment and Assumption
	Exhibit B 	– 	Form of Increasing Lender Supplement
	Exhibit C 	– 	Form of Augmenting Lender Supplement
	Exhibit D	–	Closing Checklist
	Exhibit E	–	Form of Financials Certificate
	Exhibit F	–	Joinder Agreement
	Exhibit G-1	–	U.S. Tax Certificate (For Foreign Lenders that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit G-2 	– 	U.S. Tax Certificate (For Foreign Participants that are not Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit G-3 	– 	U.S. Tax Certificate (For Foreign Participants that are Partnerships for U.S. Federal Income Tax Purposes)
	Exhibit G-4 	– 	U.S. Tax Certificate (For Foreign Lenders that are Partnerships for U.S. Federal Income Tax Purposes)







 






    	 	vi	 



     


    

CREDIT AGREEMENT
dated as of June 22, 2016, (as it may be amended, restated or modified from time to time, this “Agreement”)
among DAIRYLAND USA CORPORATION, a New York corporation (“Dairyland”) as a Borrower, CHEFS’ WAREHOUSE
PARENT, LLC, a Delaware limited liability company (together with Dairyland, collectively the “Borrowers” and
each individually a “Borrower”) as a Borrower, the other Loan Parties party hereto, the Lenders party hereto,
and JEFFERIES FINANCE LLC, as Administrative Agent and Collateral Agent.


The parties hereto
agree as follows:





Article
I



Definitions


SECTION
1.01.     Defined Terms. As used in this Agreement, the following terms have the meanings specified below:




“1.875%
Convertible Notes” means the 1.875% Convertible Senior Notes due 2024 issued by Holdings pursuant to an Indenture dated as
of November 22, 2019, between Holdings and The Bank of New York Mellon Trust Company, N.A., as Trustee.


“2016
Term Lenders” means, as of any date of determination, Lenders holding any 2016 Term Loans.


“2016
Term Loans” means (i) immediately prior to the effectiveness of the Sixth Amendment, the term loans made to the Borrowers
on the Effective Date pursuant to the Original Credit Agreement and (ii) immediately upon and after the effectiveness of the Sixth
Amendment and the 2020 Conversion, the term loans made to the Borrowers on the Effective Date pursuant to the Original Credit Agreement
that are not converted into 2020 Extended Term Loans pursuant to the Sixth Amendment, which remain outstanding under this Agreement
as of the Sixth Amendment Date, immediately after giving effect to the 2020 Conversion. As of the Sixth Amendment Date, after giving
effect to the 2020 Conversion, the aggregate outstanding principal amount of 2016 Term Loans is $31,165,852.60.


“2020
Conversion” shall have the meaning assigned to such term in the Sixth Amendment.


“2020
Extended Term Lenders” means, as of any date of determination, Lenders holding any 2020 Extended Term Loans.


“2020
Extended Term Loans” means, immediately upon and after the effectiveness of the Sixth Amendment, the term loans made to the
Borrowers on the Effective Date pursuant to the Original Credit Agreement and, pursuant to the Sixth Amendment and the 2020 Conversion,
converted into “2020 Extended Term Loans” thereunder. As of the Sixth Amendment Date, after giving effect to the 2020
Conversion and the Sixth Amendment Prepayment (as defined in the Sixth Amendment), the aggregate outstanding principal amount of
2020 Extended Term Loans is $171,243,753.47.


“ABL Agent”
means (i) the Original ABL Agent and (ii) each administrative agent and/or collateral agent under any ABL Facility (other than
the Original ABL Facility), including the successors and permitted assigns of each of the foregoing.






    	 	1 	 



     


    

“ABL Facility”
means (i) the Original ABL Facility, as amended, restated, supplemented or otherwise modified in accordance with the terms of the
Intercreditor Agreement and (ii) each refinancing or replacement of any ABL Facility, in accordance with the terms of the Intercreditor
Agreement.


“ABL Loan”
shall have the meaning assigned to the term “Loan” in the ABL Facility.


“ABL Loan
Documents” shall have the meaning assigned to the term “Loan Documents” in the ABL Facility.


“ABL Obligations”
shall have the meaning assigned to the term “Secured Obligations” in the ABL Facility.


“ABL Priority
Collateral” shall have the meaning assigned to such term in the Intercreditor Agreement.


“ABR”,
when used in reference to any Loan or Borrowing, refers to a Loan, or the Loans comprising such Borrowing, bearing interest at
a rate determined by reference to the Alternate Base Rate.


“Account”
has the meaning assigned to such term in the Security Agreement.


“Account
Debtor” means any Person obligated on an Account.


“Act”
has the meaning assigned to such term in Section 9.14.


“Adjusted
LIBOR Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the greater of (a) (i) an interest
rate per annum (rounded upward, if necessary, to the next 1/100th of 1%) determined by the Administrative Agent to be equal to
the LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period divided by (ii) 1 minus the Statutory Reserve
Rate (if any) for such Eurodollar Borrowing for such Interest Period and (b) 0.00% per annum.


“Administrative
Agent” means Jefferies Finance LLC, in its capacity as administrative agent for the Lenders hereunder and any successor
Administrative Agent appointed pursuant to the terms of this Agreement.


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


“Affected
Financial Institution”: (a) any EEA Financial Institution or (b) any UK Financial Institution.


“Affected
Foreign Subsidiary” means any Foreign Subsidiary to the extent more than 66 2/3% of the voting Equity Interests of such
Foreign Subsidiary being pledged to support the Secured Obligations could reasonably be expected to cause a Deemed Dividend Issue.


“Affiliate”
means, with respect to a specified Person, another Person that (i) directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person specified or (ii) with respect to any Loan Party or
Subsidiary, has the power to vote, directly or indirectly, 10% or more of the Equity Interests of such specified Person. For purposes
of the Loan Documents, Jefferies LLC and its Affiliates shall be deemed to be Affiliates of Jefferies Finance LLC and its Affiliates.






    	 	2 	 



     


    

“Agents”
means, collectively, the Administrative Agent and the Collateral Agent.


“Agreement”
has the meaning ascribed to it in the preamble.


“All-in-Yield”
means, as to any Indebtedness, the effective yield applicable thereto calculated by the Administrative Agent in consultation with
the Borrower Representative in a manner consistent with generally accepted financial practices, which shall include (a) interest
rate margin and interest rate floors (subject to the proviso set forth below), (b) any amendment to the relevant interest rate
margins and interest rate floors that became effective after the Effective Date but prior to the applicable date of determination
and (c) original issue discount (based on, to the extent applicable, an assumed four-year average life to maturity) and upfront
or similar fees paid by the Borrowers or any Loan Party, but shall exclude any customary arrangement, commitment, structuring,
underwriting and similar fees that are not paid to all of the Lenders providing the applicable Incremental Facility; provided,
however, if any such Indebtedness includes any interest rate floor that is greater than that applicable to the then-existing Term
Loans and such floor is applicable to the then-existing Term Loans on the date of determination, such excess amount shall be equated
to interest rate margin for determining the increase.


“Alternate
Base Rate” means, for any day, highest of (a) the Prime Rate, (b) the Federal Funds Effective Rate from time to time,
plus 0.50%, (c) 1.00% and (d) the Adjusted LIBOR Rate for a one-month Interest Period plus 1.00%. If the Administrative Agent shall
have determined in good faith (which determination shall be conclusive absent manifest error) that it is unable to ascertain the
Federal Funds Effective Rate or the applicable Adjusted LIBOR Rate for any reason, including the inability or failure of the Administrative
Agent to obtain sufficient quotations in accordance with the terms of the definition thereof, the Alternate Base Rate shall be
determined without regard to clause (b) or clause (d), as applicable, of the preceding sentence until the circumstances giving
rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the then applicable Adjusted LIBOR Rate shall be effective on the effective date of such change in the Prime
Rate, the Federal Funds Effective Rate or the then applicable Adjusted LIBOR Rate, respectively. “Alternate Base Rate,”
when used in reference to any Loan or Borrowing, is used when such Loan comprising such Borrowing is, or the Loans comprising such
Borrowing are, bearing interest at a rate determined by reference to the Alternate Base Rate in accordance with the provisions
of Article II.


“Applicable
Percentage” means, with respect to any Lender, (a) with respect to Delayed Draw Term Loans, a percentage equal to
a fraction the numerator of which is such Lender’s DDTL Commitment and the denominator of which is the aggregate DDTL Commitments
of all DDTL Lenders (if the DDTL Commitments have terminated or expired, the Applicable Percentages shall be determined based upon
the DDTL Commitments most recently in effect, giving effect to any assignments) and,
(b) with respect to the2016
Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding principal amount of the
2016 Term Loans and the denominator of which is the
aggregate outstanding principal amount of the 2016
Term Loans of all 2016 Term Lenders,
(c) with respect to 2020 Extended Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s outstanding
principal amount of the Extended 2020 Term Loans and the denominator of which is the aggregate outstanding principal amount of
the 2020 Extended Term Loans of all 2020 Extended Term Lenders, and (d) with respect to Term Loans other than Delayed Draw Term
Loans, 2016 Term Loans and 2020 Extended Term Loans, a percentage equal to a fraction the numerator of which is such Lender’s
outstanding principal amount of such Term Loans and the denominator of which is the aggregate outstanding principal amount of all
such Term Loans; provided that, in the case of Section 2.20 when a Defaulting Lender shall exist,
any such Defaulting Lender’s Commitment shall be disregarded in the calculations under clauses (a) and,
(b), (c) and (d) above.






    	 	3 	 



     


    

“Applicable
Pledge Percentage” means 100% but 65% in the case of a pledge by the Borrowers or any Domestic Subsidiary of its Equity
Interests in an Affected Foreign Subsidiary or its Equity Interests in a FSHCO.


“Applicable
Premium” means, with respect to the aggregate principal amount of 2020 Extended Term Loans being prepaid pursuant to Section
2.11(a) or Section 2.11(c) (or in connection with any amendment, modification or waiver of, or consent under, this Agreement resulting
in any “Repricing Event” with respect to the 2020 Extended Term Loans), on any applicable prepayment date, the excess
(to the extent positive) of (a) the present value at such prepayment date of (i) 101.00% of the aggregate principal amount of all
such 2020 Extended Term Loans so prepaid on such date, plus (ii) all required remaining scheduled interest payments due on such
prepaid 2020 Extended Term Loans to and excluding the first anniversary of the Sixth Amendment Date (excluding accrued but unpaid
interest to, but excluding, the prepayment date) (assuming that for such period the prepaid 2020 Extended Term Loans will bear
interest based on the Adjusted LIBOR Rate (or the applicable replacement index rate with respect thereto adopted pursuant to this
Agreement) in effect for three-month Interest Periods as of the date of the applicable notice of prepayment (for the avoidance
of doubt, subject to the interest rate “floor” set forth in the definition of Adjusted LIBOR Rate)), computed using
a discount rate equal to the Applicable Treasury Rate at such prepayment date plus 50 basis points, over (b) the outstanding aggregate
principal amount of such 2020 Extended Term Loans so prepaid on such applicable prepayment date, in each case, as calculated in
a manner that is reasonably agreed between the Administrative Agent and the Borrower Representative.


“Applicable
Rate” means, (a) for any day from the Effective Date through
the date immediately preceding the First Amendment Date, (i) with respect to any Eurodollar Loan, 4.75% per annum or (ii) with
respect to any ABR Loan, 3.75% per annum, (b) for any day from the First Amendment Date through the day that immediately precedes
the Closing Date Leverage Restoration Date, (i) with respect to any Eurodollar Loan, 5.75% per annum or (ii) with respect to any
ABR Loan, 4.75% per annum, (c) for any day from the Closing Date Leverage Restoration Date through the day that immediately precedes
the Third Amendment Date, (i) with respect to any Eurodollar Loan, 4.75% per annum or (ii) with respect to any ABR Loan, 3.75%
per annum, (d) for any day from the Third Amendment Date through the day that immediately precedes the Fourth Amendment Date, (i)
with respect to any Eurodollar Loan, 4.00% per annum or (ii) with respect to any ABR Loan, 3.00% per annum, and (e) from and after
the Fourth Amendment Date, (i) with respect to any Eurodollar Loan that
is a 2016 Term Loan, 3.50% per annum or,
(ii) with respect to any ABR Loan that is a 2016 Term Loan,
2.50% per annum, (iii) with respect to any Eurodollar Loan that is
a 2020 Extended Term Loan, 5.50% per annum or (iv) with respect to any ABR Loan that is a 2020 Extended Term Loan, 4.50% per annum.


“Applicable
Treasury Rate” means the yield to maturity at the time of computation of United States Treasury securities with a constant
maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) which has become publicly
available at least two Business Days (but not more than five Business Days) prior to the applicable prepayment date (or, if such
statistical release is not so published or available, any publicly available source of similar market data reasonably agreed between
the Borrower Representative and the Administrative Agent)) most nearly equal to the period from the applicable prepayment date
to the first anniversary of the Sixth Amendment Date; provided, however, that if the period from the applicable prepayment date
to the first anniversary of the Sixth Amendment Date is not equal to the constant maturity of a United States Treasury security
for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained by linear interpolation (calculated to
the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which such yields are
given, except that if the period from the prepayment date to such applicable date is less than one year, the weekly 



    	 	4 	 



     


    

average yield
on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.


“Approved
Fund” has the meaning assigned to such term in Section 9.04(b).


“Arrangers”
means each of Jefferies Finance LLC (acting through any of its Affiliates as it deems appropriate), BMO Capital Markets Corp.,
JPMorgan Chase Bank, N.A. and Wells Fargo Securities, LLC in its capacity as joint lead arranger and joint bookrunner for the credit
facilities evidenced by this Agreement.


“Assignment
and Assumption” means an assignment and assumption agreement entered into by a Lender and an assignee (with the consent
of any party whose consent is required by Section 9.04), and accepted by the Administrative Agent, in the form of Exhibit A
or any other form approved by the Administrative Agent.


“Augmenting
Lender” has the meaning assigned to such term in Section 2.22.


“Authorized
Officer” means, with respect to any Loan Party, the chief executive officer, the president, a Financial Officer or any
other officer of such Loan Party with responsibility for the administration of the relevant portion of this Agreement.


“Availability
Period” means the period from and including the Effective Date to but excluding the earlier
of the Maturity Date and the date of termination of the DDTL CommitmentsFirst
Amendment Date.


“Average
Life” means, as of the date of determination, with respect to any Indebtedness, the quotient obtained by dividing (i)
the sum of the products of (A) the numbers of years (calculated to the nearest one-twelfth) from the date of determination to the
dates of each successive scheduled principal payment of such Indebtedness multiplied by (B) the amount of such payment by (ii)
the sum of all such payments.


“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 EEAAffected
Financial Institution.


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


“Bankruptcy
Event” means, with respect to any Person, such Person becomes the subject of a bankruptcy or insolvency proceeding, or
has had a receiver, conservator, trustee, administrator, custodian, assignee for the benefit of creditors or similar Person charged
with reorganization or liquidation of its business, appointed for it, or, in the good faith determination of the Administrative
Agent, has taken any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any such proceeding
or appointment; provided that a Bankruptcy Event shall not result solely by virtue of any ownership interest, or the acquisition
of any ownership interest, in such Person by a Governmental Authority or instrumentality thereof; provided, further,
that such ownership interest does not result in or provide such Person with 



    	 	5 	 



     


    

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 Person (or such Governmental
Authority or instrumentality), to reject, repudiate, disavow or disaffirm any contracts or agreements made by such Person.


“Beneficial
Owner” means, with respect to any U.S. Federal withholding Tax, the beneficial owner, for U.S. Federal income tax purposes,
to whom such Tax relates.


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership or
control as required by the Beneficial Ownership Regulation.


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


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


“BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


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


“Borrower”
or “Borrowers” each has the meaning assigned to such term in the preamble.


“Borrower
Representative” has the meaning assigned to such term in Section 11.01.


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


“Borrowing
Request” means a request by the Borrower Representative for a Term Loan Borrowing in accordance with Section 2.03.


“Business
Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized
or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in Dollar deposits in the London interbank market.


“Capital
Expenditures” means, without duplication, any expenditure or commitment to expend money for any purchase or other acquisition
of any asset which would be classified as a fixed or capital asset on a consolidated balance sheet of Holdings and its Subsidiaries
prepared in accordance with GAAP.


“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, in each case, 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.


“Change
in Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person
or group (within the meaning of the Securities Exchange Act of 1934 and the rules 



    	 	6 	 



     


    

of the SEC thereunder as in effect on the Effective
Date) other than (i) Christopher Pappas, John Pappas, Dean Facatselis or Kay Facatselis, (ii) the officers, directors
or management of Holdings as of the Effective Date or (iii) any corporation, limited liability company or partnership owned
and controlled directly or directly by any Person or Persons described in clauses (i) and (ii), of Equity
Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests
of Holdings or (b) Holdings shall cease to own and control all of the outstanding Equity Interests of any of the Borrowers
on a fully diluted basis.


“Change
in Law” means the occurrence, after the Effective Date (or with respect to any Lender, if later, the date on which such
Lender becomes a Lender), 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, rules, guideline, requirement or directive
(whether or not having the force of law) by any Governmental Authority; provided however, that notwithstanding anything
herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines,
requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (ii) all requests, rules,
guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel
III, shall in each case be deemed to be a “Change in Law” regardless of the date enacted, adopted, issued or implemented.


“Closing
Date Leverage Restoration Date” means the first Business Day immediately following the date on which a Financials Certificate
is delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(c), demonstrating that the Total Leverage
Ratio as of the last day of the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to
Section 5.01(a) or 5.01(b) does not exceed 4.90:1.00.


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


“Collateral”
means any and all property owned by a Person that is covered by or purported to be covered by the Collateral Documents and any
and all other property of any Loan Party, now existing or hereafter acquired, that may at any time be or become subject to a Lien
in favor of the Collateral Agent, on behalf of itself and the Lenders and other Secured Parties, to secure the Secured Obligations;
provided that “Collateral” shall not include any Excluded Assets or, for the avoidance of doubt, any
of the Equity Interests in, or property or assets of, the Excluded Subsidiary.


“Collateral
Agent” means Jefferies Finance LLC, in its capacity as collateral agent for the Secured Parties and any successor Collateral
Agent appointed pursuant to the terms of this Agreement and the Intercreditor Agreement.


“Collateral
Documents” means, collectively, the Security Agreement, the Mortgages, any short form intellectual property security
agreement and all other agreements, instruments and documents executed in connection with this Agreement that are intended to create,
perfect or evidence Liens to secure the Secured Obligations.


“Commitment”
means, with respect to each Lender, such Lender’s DDTL Commitment. The amount of each Lender’s Commitment is set forth
on the Commitment Schedule, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment,
as applicable.






    	 	7 	 



     


    

“Commitment
Schedule” means, collectively, Schedules
Schedule 2.01(a)
and (b) attached hereto.


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


“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.


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


“Covered
Entity” means any of the following:


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



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



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



“Covered
Party” has the meaning assigned to such term in Section 9.21.


“Credit
Party” means the Administrative Agent, the Collateral Agent or any other Lender.


“Cumulative
Retained Excess Cash Flow Amount” means, as of any date, an amount not less than zero in the aggregate for any Excess
Cash Flow Period, determined on a cumulative basis equal to the aggregate cumulative sum of the Retained Excess Cash Flow for all
Excess Cash Flow Periods ending after the Effective Date and prior to such date minus the sum of (i) the aggregate amount
of investments made in reliance on Section 6.04(r) in excess of $5,000,000, (ii) the aggregate amount of Restricted Payments
made in reliance on Section 6.08(a)(iv) in excess of $5,000,000 and (iii) the aggregate amount of payments in respect of
Subordinated Indebtedness made in reliance on Section 6.08(b)(xi), in each case prior to such date.


“Dairyland”
has the meaning ascribed to it in the preamble.


“Dairyland
HP” means Dairyland HP LLC, a Delaware limited liability company.


“Dairyland
HP Facility” means the premises at 200-240 Food Center Drive, Bronx, New York.


“Dairyland
HP Indebtedness” means the Indebtedness (including, without limitation, loans and Guarantees) incurred under the New
Markets Tax Credit Financing.


“DDTL Commitment”
means (a) as to any DDTL Lender, the aggregate commitment of such DDTL Lender to make Delayed Draw Term Loans as set forth
on Schedule 2.01(b) or in the most recent Assignment and Assumption or other documentation contemplated hereby executed
by such DDTL Lender and (b) as to all DDTL Lenders, the aggregate commitment of all DDTL Lenders to make Delayed Draw Term
Loans, which aggregate commitment shall be $50,000,000 on the date of this Agreement and which 



    	 	8 	 



     


    

may be reduced or terminated from
time to time in accordance with Section 2.09. After advancing all Delayed Draw Term Loans, each reference to a DDTL Lender’s
DDTL Commitment shall refer to that DDTL Lender’s Applicable Percentage of the Delayed Draw Term Loans. As
of the Sixth Amendment Date, the aggregate DDTL Commitments of all Lenders is $0.


“DDTL Lender”
means, as of any date of determination, a Lender with a DDTL Commitment or, if the DDTL Commitments have terminated or expired,
a Lender with Delayed Draw Term Loans.


“Deemed
Dividend Issue” means, with respect to any Foreign Subsidiary, such Foreign Subsidiary’s accumulated and undistributed
earnings and profits being deemed to be repatriated to Holdings or the applicable parent Domestic Subsidiary under Section 956
of the Code and the effect of such repatriation causing materially adverse tax consequences to Holdings or such parent Domestic
Subsidiary, in each case as determined by the Borrower Representative in its commercially reasonable judgment acting in good faith
and in consultation with its legal and tax advisors.


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


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


“Defaulting
Lender” means any Lender that (a) has failed, within two (2) Business Days of the date required to be funded or
paid, to (i) fund any portion of its Loans or (ii)  pay over to any Credit Party any other amount required to be paid
by it hereunder, unless, in the case of clause (i) above, such Lender notifies the Administrative Agent in writing
that such failure is the result of such Lender’s good faith determination that a condition precedent to funding (specifically
identified and including the particular Default, if any) has not been satisfied; (b) has notified any Borrower or any Credit
Party in writing, or has made a public statement, to the effect that it does not intend or expect to comply with any of its funding
obligations under this Agreement (unless such writing or public statement indicates that such position is based on such Lender’s
good faith determination that a condition precedent to funding a Loan under this Agreement (specifically identified and including
the particular Default, if any) cannot be satisfied) or generally under other agreements in which it commits to extend credit;
(c) has failed, within three (3) Business Days after request by a Credit Party, acting in good faith, to provide a certification
in writing from an authorized officer of such Lender that it will comply with its obligations to fund prospective Loans; provided
that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon such Credit Party’s receipt
of such certification in form and substance satisfactory to it and the Administrative Agent or (d) has become the subject
of (i) a Bankruptcy Event or (ii) a Bail-In Action.


“Delayed
Draw Term Loans” means the delayed draw term loans made by the DDTL Lenders to the Borrowers pursuant to Section 2.01(b).


“Dollars”
or “$” refers to lawful money of the United States of America.


“Domestic
Subsidiary” means a Subsidiary organized under the laws of a jurisdiction located in the United States of America.


“EBITDA”
means, for any period, Net Income for such period plus (a) without duplication and to the extent deducted in
determining Net Income for such period, the sum of (i) 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
extraordinary non-cash charges for such period, (v) any other non-cash charges for such period (but excluding any non-cash
charge in respect of an 



    	 	9 	 



     


    

item that was included in Net Income in a prior period and any non-cash charge that relates to the write-down
or write-off of inventory or accounts receivable), (vi) non-recurring fees, cash charges and other cash expenses made or incurred
in connection with a completed Permitted Acquisition, (vii) non-recurring cash charges related to workers’ compensation
claims, (viii) non-recurring fees, cash charges and other cash expenses, in an aggregate amount not to exceed $10,000,000 for any
period of four (4) consecutive Fiscal Quarters and (ix) expected cost savings, operating expense reductions, other operating improvements
and expense reductions and product margin synergies and product cost and other synergies (“Expected Cost Savings”)
projected by the Borrower Representative in good faith to be realized as a result of any asset sale, merger or other business combination,
acquisition, investment, disposition or divestiture, operating improvement and expense reductions, restructurings, cost saving
initiatives, any similar initiative and/or specified transaction taken or to be taken by Holdings or any of its Subsidiaries, net
of the amount of actual benefits realized during such period from such actions; provided that such cost savings, expense
reductions, operating improvements and synergies are reasonably identifiable and factually supportable and are reasonably anticipated
to be realized within 12 months after the change, acquisition, disposition or other transaction that is expected to result in such
cost savings, expense reductions, or operating improvements and other synergies; provided, further, that the aggregate amount
that can be added back in reliance on this clause (ix), shall not exceed 10% of EBITDA in any period (calculated before
giving effect to any such add-backs and adjustments and which 10% cap shall not apply to amounts added back in reliance on any
other clause in this definition of “EBITDA”), minus (b) without duplication and to the extent included
in Net Income, any extraordinary gains and any non-cash items of income for such period, all calculated for Holdings and its Subsidiaries
on a consolidated basis in accordance with GAAP.


“ECP”
means an “eligible contract participant” as defined in Section 1(a)(18) of the Commodity Exchange Act or any regulations
promulgated thereunder and the applicable rules issued by the Commodity Futures Trading Commission and/or the SEC.


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


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


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


“Effective
Date” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance
with Section 9.02).


“Engagement
LetterLetters”
means, collectively, (a) that certain Amended and
Restated Engagement Letter, dated June 2, 2016, among Holdings and the Arrangers, (b)
that certain Engagement Letter, dated December 7, 2017, between Holdings and Jefferies Finance LLC, (c) that certain Engagement
Letter, dated November 7, 2018, between Holdings and Jefferies Finance LLC, and (d) that certain Engagement Letter, dated May 26,
2020, between Holdings and Jefferies Finance LLC, in each case, as the same may be amended, supplemented, restated
or otherwise modified from time to time.






    	 	10 	 



     


    

“Enterprise
Transformative Acquisition” means any merger, acquisition or investment by any Loan Party that either (a) is not permitted
by the terms of the Loan Documents immediately prior to the consummation of such transaction or (b) if permitted by the terms of
the Loan Documents immediately prior to the consummation of such transaction, would result in the Borrowers and its Subsidiaries
having insufficient flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following
such consummation.


“Environmental
Laws” means all laws (including, without limitation, common law), rules, regulations, codes, ordinances, orders, decrees,
judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating
in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release
of any Hazardous Material or to public or worker health and safety matters.


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


“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company,
beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling
the holder thereof to purchase or acquire any such equity interest. Notwithstanding the foregoing, neither Permitted Convertible
Notes nor Permitted Call Spread Swap Agreements shall constitute Equity Interests.


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated
thereunder from time to time in effect.


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


“ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure
to satisfy the “minimum funding standard” (as defined in Section 412 of the Code or Section 302 of ERISA),
whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application
for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by any Borrower or any of its ERISA
Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by any
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan
or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by any Borrower or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal of any Borrower or any of its ERISA Affiliates from any Plan
or Multiemployer Plan; or (g) the receipt by any Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer
Plan from any Borrower or any ERISA Affiliate of any notice, concerning the imposition upon any Borrower or any of its ERISA Affiliates
of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.






    	 	11 	 



     


    

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


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


“Event
of Default” has the meaning assigned to such term in Article VII.


“Excess
Cash Flow” means, without duplication, with respect to any Fiscal Year of Holdings and its Subsidiaries, (a) the
sum of (i) EBITDA and (ii) the decrease, if any, in the Working Capital from the beginning of such period to the end
of such period minus (b) the sum of (i) unfinanced Capital Expenditures, (ii) Fixed Charges (less
any dividends or distributions paid in cash), (iii) the aggregate amount of non-cash adjustments to EBITDA for periods prior
to the beginning of such period to the extent paid in cash by Holdings and Subsidiaries during such period, (iv) the aggregate
amount actually paid in cash by Holdings and its Subsidiaries during such period (or contracted to be paid during such period and
so paid prior to the date the prepayment required under Section 2.11(d) in respect of such Excess Cash Flow is paid) with
internally generated cash on account of investments permitted by clause (l) of Section 6.04 and Restricted Payments
permitted by clause (a)(x) of Section 6.08 and (v) the increase, if any, in the Working Capital from the beginning
to the end of such period.


“Excess
Cash Flow Period” means each Fiscal Year of Holdings commencing with the Fiscal Year ending December 31, 2017, but in
all cases for purposes of calculating the Cumulative Retained Excess Cash Flow Amount shall only include such Fiscal Years for
which financial statements and a Financials Certificate have been delivered in accordance with Sections 5.01(a), 5.01(b)
and 5.01(c) and for which any prepayments required by Section 2.11(d) (if any) have been made.


“Excluded
Assets” means (a) (i) any lease, license, contract, document, instrument or agreement to which any Loan Party
is a party or (ii) property subject to a purchase money security interest, Capital Lease Obligation or similar arrangements permitted
under this Agreement or the other Loan Documents, in the case of each of clauses (i) and (ii), to the extent that the creation
of a Lien on such assets would, under the express terms thereof, violate or invalidate the terms of, or constitute a default under,
such lease, license, contract, document, instrument, agreement, purchase money security interest, Capital Lease Obligation or similar
arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party) (other than to the extent
(i) that any such term has been waived or (ii) any such term would be rendered ineffective pursuant to Sections 9-406,
9-408, 9-409 or other applicable provisions of the UCC of any relevant jurisdiction or any other applicable law (including bankruptcy
laws) or principles of equity); provided that, immediately upon the ineffectiveness, lapse or termination of any such express
term, such assets shall automatically cease to constitute “Excluded Assets”, (b) any Trademark (as defined in
the Security Agreement) application filed on an intent to use basis until such time as a statement of use has been filed and accepted
by the U.S. Patent and Trademark Office, (c) any Equity Interests in any Subsidiary that is not a Pledge Subsidiary, (d) (i) any
Equity Interests in any Affected Foreign Subsidiary or FSHCO representing more than 65% of the total voting Equity Interests in
such Affected Foreign Subsidiary or FSHCO, (ii) Equity Interests which constitute margin stock (within the meaning of Regulation
U of the Federal Reserve Board) and (iii) Equity Interests in any Person other than wholly-owned Subsidiaries, (e) any leasehold
interest of Dairyland HP in the Dairyland HP Facility, (f) Fixtures (as defined in the Security Agreement) located at the Dairyland
HP Facility, (g) rights and obligations in connection with the Master Operating Sublease, dated on April 26, 2012, between Dairyland
and Dairyland HP, relating to the Dairyland HP Facility, as the same may be amended from time to time, (h) any real property leasehold
interests of any Loan Party, (i) any real property owned by a Loan Party, unless such real property (i) has an individual fair
market at any time of greater than $5,000,000 or (ii) is subject to a Mortgage, (j) any 



    	 	12 	 



     


    

property of the Excluded Subsidiary and
(k) motor vehicles, rolling stock or other assets subject to certificates of title (unless otherwise capable of perfection by filing
of UCC financing statements); provided that, (x) “Excluded Assets” shall not include any proceeds, products, substitutions
or replacements of Excluded Assets (unless such proceeds, products, substitutions or replacements would otherwise constitute Excluded
Assets) and (y) the foregoing exclusions shall not apply to any asset or property of Holdings and its Subsidiaries on which a Lien
has been granted in favor of the ABL Agent to secure the ABL Obligations.


“Excluded
Subsidiary” means each of (i) Dairyland HP, so long as such entity is a single purpose real estate holding entity and
an obligor under the New Markets Tax Credit Financing and (ii) any Insurance Subsidiaries (including any trust established by any
such Insurance Subsidiary as grantor pursuant to applicable insurance regulations).


“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 by the United States or 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 (or any
political subdivision thereof) imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes;
(b) in the case of a Lender, U.S. Federal withholding Taxes imposed on amounts payable to or for the account of such Lender with
respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires
such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrowers under Section 2.19(b))
or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.17, amounts
with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender acquired the applicable
interest in a Loan or Commitment or to such Lender immediately before it changed its lending office; (c) Taxes attributable to
such Recipient’s failure to comply with Section 2.17(f); and (d) any U.S. Federal withholding Taxes imposed under
FATCA.


“FATCA”
means (a) Sections 1471 through 1474 of the Code, as of the Effective Date (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), (b) any current or future regulations or official interpretations thereof
and any agreement entered into pursuant to Section 1471(b)(1) of the Code and (c) any intergovernmental agreement between
the U.S. and a non-U.S. jurisdiction which facilitates the implementation of any law or regulation referred to in clause (a) above
and any fiscal or regulatory legislation, rules or official administrative practices adopted pursuant to any such intergovernmental
agreement.


“FDA”
means the United States Food and Drug Administration, or any successor Governmental Authority.


“FDC Act”
means the United States Food, Drug, and Cosmetic Act (21 U.S.C. 201 et seq.) as amended to date together with
any rules or regulations promulgated thereunder.


“Federal
Funds Effective Rate” means, for any day, the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,
the average (rounded upwards, if necessary, to the next 1/100th of 1%) of the quotations for the day for such transactions received
by the Administrative Agent from three federal funds brokers of recognized standing selected by it.






    	 	13 	 



     


    

“Fee Letter”
means that certain Fee Letter, dated as of June 22, 2016, by and among the Borrowers and Jefferies Finance LLC, as the same may
be amended, supplemented, restated or otherwise modified from time to time.


“Financial
Officer” means, with respect to any Person(s), the chief financial officer, principal accounting officer, treasurer or
controller of such Person(s).


“Financials
Certificate” means a certificate of a Financial Officer of Holdings in substantially the form of Exhibit E or such other
form which is approved by the Administrative Agent from time to time in its reasonable discretion.


“First
Amendment” means the First Amendment to Credit Agreement, dated as of September 14, 2016, by and among the Borrowers,
Holdings, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.


“First
Amendment Consenting Lenders” means the Lenders party to the First Amendment that consented to the First Amendment no
later than 3:00 p.m. (New York time) on September 9, 2016.


“First
Amendment Date” means the date on which all the conditions precedent set forth in Section 4 of the First Amendment shall
have been satisfied in accordance with the terms thereof.


“First
Tier Foreign Subsidiary” means each Foreign Subsidiary with respect to which any one or more of the Loan Parties directly
owns or Controls more than 50% of such Foreign Subsidiary’s issued and outstanding Equity Interests.


“Fiscal
Month” means any fiscal month in a Fiscal Year.


“Fiscal
Quarter” means each of four consecutive three-Fiscal Month periods in each Fiscal Year.


“Fiscal
Year” means the 52- or 53-week period ending in the month of December that Holdings uses for accounting and financial
reporting purposes, which period does not necessarily conform to the calendar year. All references in the Loan Documents to the
Fiscal Year shall be deemed to refer to the year end that Holdings actually uses for financial reporting purposes.


“Fixed
Charges” means, for any period, without duplication, cash Interest Expense, plus scheduled principal payments
on Indebtedness actually made, plus expense for taxes paid in cash, plus Restricted Payments paid in
cash, plus Capital Lease Obligation payments, plus cash payments (excluding cash payments financed
solely with the proceeds of issuances of equity by Holdings) made in connection with any earn-out obligation relating to any acquisition,
divestiture, merger or similar transaction that are not accounted for or reflected in the consolidated statements of operations
of Holdings and its Subsidiaries provided pursuant to Section 5.01(a) or 5.01(b) hereof, plus any payments
made in respect of the sinking fund requirement under the New Markets Tax Credit Financing, all calculated for Holdings and its
Subsidiaries on a consolidated basis in accordance with GAAP.


“Food Security
Act” means the Food Security Act of 1985, as the same now exists or may from time to time hereafter be amended, restated,
modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related thereto.


“Foreign
Lender” means (a) if a Borrower is a U.S. Person, a Lender, with respect to such Borrower, that is not a U.S. Person,
and (b) if a Borrower is not a U.S. Person, a Lender, with respect to such Borrower, 



    	 	14 	 



     


    

that is resident or organized under the laws
of a jurisdiction other than that in which such Borrower is resident for tax purposes.


“Foreign
Subsidiary” means any Subsidiary which is not a Domestic Subsidiary.


“Fourth
Amendment” means that certain Fourth Amendment to Credit Agreement, dated as of November 16, 2018, by and among the Borrowers,
Holdings, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.


“Fourth
Amendment Date” means November 16, 2018.


“FSHCO”
means any Subsidiary that owns no material assets other than the Equity Interests of one or more “controlled foreign corporations”
as defined in Section 957 of the Code.


“GAAP”
means generally accepted accounting principles in the United States of America.


“Governmental
Authority” means the government of the United States of America, any other nation or, in each case, 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 central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including
the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance
Commissioners).


“Governmental
Permits” means all authorizations, approvals, licenses, registrations, certificates or exemptions issued by any Governmental
Authority to Borrowers that are required or necessary for the development, manufacture, distribution, marketing, storage, transportation,
use, or sale of the Loan Parties’ products.


“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 or (d) as an account party in respect of any letter
of credit or letter of guaranty issued to support such Indebtedness or obligation; provided that the term Guarantee shall
not include endorsements for collection or deposit in the ordinary course of business.


“Guaranteed
Obligations” has the meaning assigned to such term in Section 10.01.


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


“Holdings”
means The Chefs’ Warehouse, Inc., a Delaware corporation.






    	 	15 	 



     


    

“Increasing
Lender” has the meaning assigned to such term in Section 2.22.


“Incremental
Cap” means the sum of (a) an amount equal to (x) $50,000,00035,000,000
plus (y) (B) the aggregate amount of all voluntary prepayments of the Term Loans (in the case of Term Loans consisting of
Incremental Term Loans (or any refinancing thereof), solely to the extent incurred in reliance on this clause (a)), to the
extent not funded with the proceeds of Indebtedness for borrowed money that matures on a date less than one year after the maturity
date of such Term Loans being prepaid, minus (z) the principal amount of any Indebtedness incurred in reliance on Section
6.01(n) plus (b) an unlimited amount so long as (i) the Total Leverage Ratio would not exceed 4.90:1.00 calculated on
a pro forma basis (including the application of the proceeds of any Incremental Facility) as of the last day of the most recent
Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or,
prior to the delivery of any such financial statements, as of the last Fiscal Quarter included in the financial statements referred
to in Section 3.04(a)) and (ii) the Borrower Representative shall have delivered to the Administrative Agent a certificate
of a Financial Officer of Holdings, setting forth reasonably detailed calculations demonstrating the satisfaction of the condition
appearing in clause (i) above.


“Incremental
Term Loan” has the meaning assigned to such term in Section 2.22.


“Incremental
Term Loan Amendment” has the meaning assigned to such term in Section 2.22.


“Indebtedness”
of any Person means, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations
of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which
interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention
agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase
price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness
of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all
Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty, (j) all
obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) all obligations of such
Person under any liquidated earn-out and (l) any other Off-Balance Sheet Liability of such Person. The Indebtedness of any
Person shall include the Indebtedness of any other Person (including any partnership in which such Person is a general partner)
to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor; provided
that Indebtedness shall not include earn out obligations relating to Permitted Acquisitions to the extent the conditions for payment
thereof (other than the occurrence of a date certain) have not yet been satisfied. Notwithstanding the foregoing and for avoidance
of doubt, obligations arising under any Permitted Call Spread Swap Agreement shall not be considered Indebtedness.


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


“Insurance
Subsidiary” has the meaning assigned to such term in Section 6.04(s).


“Intercreditor
Agreement” means the Intercreditor Agreement, dated as of the Effective Date, by and among the Administrative Agent,
the Collateral Agent, the ABL Agent and each of the Loan Parties 



    	 	16 	 



     


    

party thereto, as amended, amended and restated, supplemented
or otherwise modified from time to time in accordance with the terms thereof.


“Interest
Election Request” means a request by the Borrower Representative to convert or continue a Borrowing in accordance with
Section 2.07.


“Interest
Expense” means, for any period, total interest expense (including that attributable to Capital Lease Obligations) of
Holdings and its Subsidiaries for such period with respect to all outstanding Indebtedness of Holdings and its Subsidiaries (including
all commissions, discounts and other fees and charges owed with respect to letters of credit and bankers’ acceptances and
net costs under Swap Agreements in respect of interest rates to the extent such net costs are allocable to such period in accordance
with GAAP), calculated on a consolidated basis for Holdings and its Subsidiaries for such period in accordance with GAAP.


“Interest
Payment Date” means (a) with respect to any ABR Loan, the first Business Day of each calendar quarter and the applicable
Maturity Date and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing
of which such Loan is a part (and, in the case of a Eurodollar Borrowing with an Interest Period of more than three months’
duration, each day prior to the last day of such Interest Period that occurs at intervals of three months’ duration after
the first day of such Interest Period) and the applicable
Maturity Date.


“Interest
Period” means, with respect to any Eurodollar Borrowing, the period commencing on the date of such Eurodollar Borrowing
(including by continuation or conversion) and ending on the numerically corresponding day in the calendar month that is one, three
or six months thereafter, or, to the extent consented to by each applicable Lender, twelve (12) months thereafter, in each case,
as the Borrower Representative may elect; provided that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for
which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business
Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date
on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.


“Inventory”
has the meaning assigned to such term in the Security Agreement.


“IRS”
means the United States Internal Revenue Service.


“Joinder
Agreement” means a Joinder Agreement in substantially the form of Exhibit F.


“Latest
Maturity Date” means, as of any date of determination, the latest maturity date or termination date applicable to any Loan
hereunder at such time.


“Lenders”
means the Persons listed on Schedules 2.01(a) and (b) and any other Person that shall have become a Lender hereunder
pursuant to Section 2.22 or pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption. For the avoidance
of doubt, from and after the Sixth Amendment Date, “Lenders” shall include 2016 Term Lenders and 2020 Extended Term
Lenders.






    	 	17 	 



     


    

“LIBOR
Rate” means, with respect to any Eurodollar Borrowing for any applicable Interest Period therefor, the rate per annum
equal to the arithmetic mean (rounded to the nearest 1/100th of 1%) of the offered rates for deposits in Dollars with a term comparable
to such Interest Period that appears on Reuters Screen LIBOR01 (or such other page as may replace such page on such service for
the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank deposit market
as designated by the Administrative Agent from time to time) at approximately 11:00 a.m., London, England time, on the second full
Business Day preceding the first day of such Interest Period; provided, however, that (i) if no comparable term for an Interest
Period is available, the LIBOR Rate shall be determined using the weighted average of the offered rates for the two terms most
nearly corresponding to such Interest Period and (ii) if Reuters Screen LIBOR01 shall at any time no longer exist, “LIBOR
Rate” shall mean, with respect to each day during each Interest Period pertaining to Eurodollar Borrowings comprising part
of the same Borrowing, the rate per annum equal to the rate at which the Administrative Agent is offered deposits in Dollars at
approximately 11:00 a.m., London, England time, two Business Days prior to the first day of such Interest Period in the London
interbank market for delivery on the first day of such Interest Period for the number of days comprised therein and in an amount
comparable to its portion of the amount of such Eurodollar Borrowing to be outstanding during such Interest Period. “Reuters
Screen LIBOR01” shall mean the display designated on the Reuters 3000 Xtra Page (or such other page as may replace such page
on such service for the purpose of displaying the rates at which Dollar deposits are offered by leading banks in the London interbank
deposit market).


“Lien”
means, with respect to any asset, (a) any mortgage, deed of trust or similar instrument, lien, pledge, hypothecation, encumbrance,
charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third
party with respect to such securities.


“Limited
Condition Acquisition” means any purchase or other acquisition, by merger, amalgamation, consolidation or otherwise,
by the Borrowers or any Subsidiary thereof of Equity Interests in, or all or substantially all the assets of (or all or substantially
all the assets constituting a business unit, division, product line or line of business of), any Person the consummation of which
is not conditioned on the availability of, or on obtaining, third party financing.


“Liquidity”
means, as of any date of determination, an amount equal to the sum of (i) all unrestricted (other than Liens granted under the
ABL Loan Documents and the Loan Documents) cash and cash equivalents of the Loan Parties as of such date, plus (ii) Availability
under and as defined in the ABL Facility as of such date.


“Liquidity
Cure Amount” has the meaning assigned to such term in Article VII.


“Liquidity
Cure Deadline” has the meaning assigned to such term in Article VII.


“Liquidity
Cure Right” has the meaning assigned to such term in Article VII.


“Loan Documents”
means this Agreement, any promissory notes issued pursuant to this Agreement, the Collateral Documents, the Loan Guaranty, the
Intercreditor Agreement, the Fee Letter and the Engagement LetterLetters.
Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules
thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such
Loan Document as the same may be in effect at any and all times such reference becomes operative.






    	 	18 	 



     


    

“Loan Guarantor”
means each Loan Party.


“Loan Guaranty”
means Article X of this Agreement and each separate Guarantee, in form and substance satisfactory to the Administrative
Agent, as it may be amended or modified and in effect from time to time.


“Loan Parties”
means Holdings, the Borrowers and the Borrowers’ Domestic Subsidiaries (other than the Excluded Subsidiary) who become a
party to this Agreement pursuant to a Joinder Agreement or otherwise and their successors and assigns.


“Loans”
means the loans and advances made by the Lenders pursuant to this Agreement, including Term Loans and Delayed Draw Term Loans.


“Material
Adverse Effect” means a material adverse effect on (a) the business, assets, operations, properties or condition
(financial or otherwise) of the Loan Parties taken as a whole, (b) the ability of any Loan Party to perform any of its obligations
under the Loan Documents to which it is a party, (c) the Collateral, or the Collateral Agent’s Liens (on behalf of itself
and the other Secured Parties) on the Collateral or the priority of such Liens, in each case, as to Collateral having an aggregate
value in excess of $5,000,000, or (d) the rights of or benefits available to any Agent or the Lenders under any of the Loan
Documents (other than with respect to Collateral having an aggregate value of $5,000,000 or less).


“Material
Indebtedness” means (i) Indebtedness (other than the Loans) or (ii) obligations in respect of one or more Swap Agreements,
in each case of any one or more of Holdings and its Subsidiaries in an aggregate principal amount exceeding $10,000,000. For purposes
of determining Material Indebtedness, the “principal amount” of obligations of any Loan Party or any Subsidiary in
respect of any Swap Agreement at any time shall be the maximum aggregate amount (giving effect to any netting agreements) that
such Loan Party or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


“Maturity
Date” means June 22, 2022.


“Maturity
Date” means (i) with respect to the 2016 Term Loans, June 22, 2022 and (ii) with respect to the 2020 Extended Term Loans,
June 22, 2025; provided that the Maturity Date with respect to the 2020 Extended Term Loans shall be June 22, 2024 if, by June
22, 2024, any 1.875% Convertible Notes remain outstanding that have not either been repaid, repurchased or redeemed or refinanced
with Indebtedness permitted hereunder having a maturity date not earlier than six months after June 22, 2025; provided, further
that in the event all of the Obligations in respect of the 2016 Term Loans (other than contingent indemnification obligations for
which no claim has been made) have been prepaid in full in accordance with the terms of this Agreement at any time prior to June
22, 2022, clause (i) of this definition shall be automatically deleted.


“Maximum
Liability” has the meaning assigned to such term in Section 10.10.


“Minimum
Liquidity Requirement” has the meaning assigned to such term in Section 6.13.


“Minimum
Liquidity Requirement Amount” has the meaning assigned to such term in Section 6.13.


“Moody’s”
means Moody’s Investors Service, Inc.






    	 	19 	 



     


    

“Mortgage
Instruments” means such title reports, ALTA title insurance policies (with endorsements), evidence of zoning compliance,
property insurance, flood certifications and flood insurance (and, if applicable FEMA form acknowledgements of insurance), opinions
of counsel, ALTA surveys, appraisals, environmental assessments and reports, Phase I and Phase II studies, mortgage tax affidavits
and declarations and other similar information and related certifications as are requested by, and in form and substance reasonably
acceptable to, the Agents from time to time.


“Mortgages”
means any mortgage, deed of trust or other agreement which conveys or grants (or purports to convey or grant) a Lien in favor of
the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, on real property of a Loan Party,
including any amendment, modification or supplement thereto.


“Multiemployer
Plan” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


“Net Income”
means, for any period, the consolidated net income (or loss) of Holdings and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP; provided that there shall be excluded (a) (except as set forth in Sections 1.04(b))
the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with
Holdings or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary) in which Holdings
or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Holdings
or such Subsidiary in the form of dividends or similar distributions and (c) the undistributed earnings of any Subsidiary
to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted
by the terms of any contractual obligation (other than under any Loan Document) or Requirement of Law applicable to such Subsidiary.


“Net Proceeds”
means, with respect to any event, (a) the cash proceeds received in respect of such event including (i) any cash received
in respect of any non-cash proceeds (including any cash payments received by way of deferred payment of principal pursuant to a
note or installment receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but
only as and when received, (ii) in the case of a casualty, insurance proceeds and (iii) in the case of a condemnation
or similar event, condemnation awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of-pocket
expenses paid to third parties (other than Loan Parties and their Affiliates) in connection with such event, (ii) in the case
of a sale, transfer or other disposition of an asset (including pursuant to a sale and leaseback transaction or a casualty or a
condemnation or similar proceeding), the amount of all payments required to be made as a result of such event to repay Indebtedness
(other than Loans) secured by such asset or otherwise subject to mandatory prepayment as a result of such event and (iii) the
amount of all taxes paid (or reasonably estimated to be payable) and the amount of any reserves established to fund contingent
liabilities reasonably estimated to be payable, in each case during the year that such event occurred or the next succeeding year
and that are directly attributable to such event (as determined reasonably and in good faith by a Financial Officer of Borrower
Representative).


“New Markets
Tax Credit Financing” means a secured credit facility provided by Commercial Lending II LLC, as a lender, to Dairyland
HP, as borrower, entered into as of April 26, 2012, in an aggregate principal amount of $11,000,000, pursuant to the New Markets
Tax Credit Program established as part of the Community Renewal Tax Relief Act of 2000.


“Non-Consenting
Lender” has the meaning assigned to such term in Section 9.02(e).


“Non-Paying
Guarantor” has the meaning assigned to such term in Section 10.11.






    	 	20 	 



     


    

“Non-Public
Information” means information which has not been disseminated in a manner making it available to investors generally,
within the meaning of Regulation FD promulgated by the SEC under the Securities Act and the Exchange Act.


“Obligated
Party” has the meaning assigned to such term in Section 10.02.


“Obligations”
means, collectively, all unpaid principal of and all accrued and unpaid interest on the Loans, all accrued and unpaid fees and
all expenses, reimbursements, indemnities and other obligations and indebtedness (including interest and fees accruing during the
pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in
such proceeding), obligations and liabilities of any of the Loan Parties to any of the Lenders, the Agents or any indemnified party,
individually or collectively, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or
unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, arising or incurred under this Agreement
or any of the other Loan Documents or in respect of any of the Loans made or reimbursement or other obligations incurred or any
of the instruments at any time evidencing any thereof.


“Off-Balance
Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts
or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic
lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect
to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a
liability on the balance sheets of such Person (other than operating leases).


“Original
ABL Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under the Original ABL Facility.


“Original
ABL Facility” means that certain asset-based revolving credit facility of certain Loan Parties entered into with the
ABL Agent and the lenders party thereto on the Effective Date with aggregate commitments in respect thereof not exceeding $75,000,000
on such date (as such commitments may be increased in accordance with the terms of the Intercreditor Agreement), the proceeds of
which shall be used by the borrowers thereunder for working capital purposes.


“Original
Credit Agreement” means this Agreement, amended, restated or otherwise modified from time to time prior to the Sixth Amendment
Date.


“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 Taxes (other than a connection 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 Document).


“Other
Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise
from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection
of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection
Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.19).


“PACA”
means the Perishable Agricultural Commodities Act, 1930, as amended, 7 U.S.C. Section 499a et seq.,
as the same now exists or may from time to time hereafter be amended, restated, 



    	 	21 	 



     


    

modified, recodified or supplemented, together
with all rules, regulations and interpretations thereunder or related thereto.


“Parent”
means, with respect to any Lender, the Person as to which such Lender is, directly or indirectly, a subsidiary.


“Participant”
has the meaning assigned to such term in Section 9.04(c).


“Participant
Register” has the meaning assigned to such term in Section 9.04(c).


“Paying
Guarantor” has the meaning assigned to such term in Section 10.11.


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


“Permitted
Acquisition” means, any acquisition (whether by purchase, merger, consolidation or otherwise) or series of related acquisitions
by any Loan Party (other than Holdings) of (i) all or substantially all the assets of or (ii) all or substantially all
the Equity Interests in, a Person or division or line of business of a Person, if, at the time of and immediately after giving
effect thereto: (1) subject to Section 1.04(c), no Event of Default under clauses (a), (b), (h),
(i) or (j) has occurred and is continuing or would arise after giving effect thereto, (2) such Person or division
or line of business is engaged in the same or a similar line of business as the Borrowers and the Subsidiaries or business reasonably
related, complementary or ancillary thereto or a logical extension thereof (including, without limitation, food and beverage service,
distribution, wholesale and retail), (3) all actions required to be taken with respect to such acquired or newly formed Subsidiary
under Section 5.13 shall have been taken within the time periods set out therein, (4) (x) the Total Leverage Ratio
would not exceed 4.90:1.00 calculated on a pro forma basis (as if such acquisition (and any related incurrence or repayment of
Indebtedness, with any new Indebtedness being deemed to be amortized over the applicable testing period in accordance with its
terms) had occurred on the first day of the relevant period) as of the last day of the most recent Fiscal Quarter for which financial
statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such
financial statements, as of the last Fiscal Quarter included in the financial statements referred to in Section 3.04(a))
and (y) with respect to any Permitted Acquisition for which the Acquisition Consideration (defined below) is at least $25,000,000,
the Borrower Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer of Holdings,
setting forth reasonably detailed calculations demonstrating the satisfaction of the condition appearing in clause (x) above,
(5) in the case of an acquisition in the form of a merger and/or consolidation involving a Loan Party (other than Holdings), a
Loan Party is the surviving entity of such merger and/or consolidation and (6) the total consideration paid or payable (including
all transaction costs, Indebtedness incurred, assumed and/or reflected on a consolidated balance sheet of the Loan Parties and
their Subsidiaries after giving effect to such acquisition and the maximum amount of all deferred payments, including earnouts)
(such amounts, collectively, the “Acquisition Consideration”) for all acquisitions consummated during the term
of this Agreement where either (x) the target becomes a Subsidiary but not a Loan Party hereunder or (y) the acquired assets do
not become Collateral shall not exceed $10,000,000 in the aggregate for all such acquisitions (in each case, after giving effect
to any time periods contained in Section 5.13).


“Permitted
Call Spread Swap Agreements” means (a) any Swap Agreement (including, but not limited to, any bond hedge transaction
or capped call transaction) pursuant to which Holdings acquires an option requiring the counterparty thereto to deliver to Holdings
shares of common stock of Holdings, the cash value of such shares or a combination thereof from time to time upon exercise of such
option and (b) any Swap Agreement pursuant to which Holdings issues to the counterparty thereto warrants to acquire common stock
of Holdings (whether such warrant is settled in shares, cash or a combination thereof), in 



    	 	22 	 



     


    

each case entered into by Holdings in
connection with the issuance of Permitted Convertible Notes (other than Permitted Convertible Seller Notes); provided that
(i) the terms, conditions and covenants of each such Swap Agreement shall be such as are customary for Swap Agreements of such
type (as determined by the Board of Directors of Holdings in good faith) and (ii) in the case of clause (b) above, such
Swap Agreement would be classified as an equity instrument in accordance with GAAP, and the settlement of such Swap Agreement does
not require Holdings to make any payment in cash or cash equivalents that would disqualify such Swap Agreement from so being classified
as an equity instrument.


“Permitted
Convertible Notes” means, collectively, (a) Permitted Convertible Seller Notes and (b) any other unsecured notes issued
by Holdings that are convertible into common stock of Holdings, cash or any combination thereof; provided that, for purposes of
clause (b) of this definition, the Indebtedness thereunder satisfies the following requirements: (i) both immediately
prior to and after giving effect (including pro forma effect) to the incurrence of such Indebtedness, no Default or Event
of Default shall exist or result therefrom, (ii) such Indebtedness matures after, and does not require any scheduled amortization
or other scheduled payments of principal prior to, (A) with respect
to such Indebtedness incurred prior to the Sixth Amendment Date, the date that is six (6) months after June 22, 2022 and (B) with
respect to such Indebtedness incurred on or after the Sixth Amendment Date, the date that is six (6) months after
the Latest Maturity Date (it being understood that
neither (x) any provision requiring an offer to purchase such Indebtedness as a result of change of control or asset sale or other
fundamental change nor (y) any early conversion of any Permitted Convertible Notes in accordance with the terms thereof shall violate
the foregoing restriction), (iii) such Indebtedness is not guaranteed by any Subsidiary of Holdings other than the Loan Guarantors
(which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated to the Secured Obligations on terms not
less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness) and (iv) the covenants applicable
to such Indebtedness are not more onerous or more restrictive in any material respect (taken as a whole) than the applicable covenants
set forth in this Agreement.


“Permitted
Convertible Seller Notes” means, collectively, those certain Convertible Subordinated Non-Negotiable Promissory Notes,
dated as of April 6, 2015, issued by Del Monte Capitol Meat Company, LLC (a subsidiary of Holdings) to each of (i) TJ Seafood,
LLC evidencing Subordinated Indebtedness in the aggregate principal amount of $7,350,000 and (ii) T.J. Foodservice Co., Inc. evidencing
Subordinated Indebtedness in an aggregate principal amount of $29,400,000 and in each case, that are convertible solely into common
stock of Holdings.


“Permitted
Encumbrances” means:


(a)       Liens
imposed by law for Taxes that are not yet delinquent or are being contested in compliance with Section 5.04;


(b)       carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law arising in the
ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested
in compliance with Section 5.04;


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


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






    	 	23 	 



     


    

(e)       judgment
liens in respect of judgments that do not constitute an Event of Default under clause (k) of Article VII;


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


(g)       Liens
arising in the ordinary course of business in favor of, or claims or rights of any producer, grower or seller under PACA, the Food
Security Act, PSA or other similar law, treaty, rule or regulation.


“Permitted
Holdings Dividends” means dividends paid by a Loan Party to Holdings:


(i) to the extent
actually used substantially concurrently by Holdings to pay the same, in amounts necessary to pay (x) such franchise taxes
and other fees required to maintain the legal existence of Holdings and (y) out-of-pocket legal, accounting and filing costs
and other expenses in the nature of overhead in the ordinary course of business of Holdings; provided, that the aggregate
amount of dividends paid under this clause (i) shall not to exceed $2,500,000 in any period of twelve consecutive
months;


(ii) in amounts
necessary to enable (x) Holdings to repurchase or redeem its Equity Interest or (y) Holdings or the holders of Holdings’
Equity Interests to pay withholding taxes due as a result of its ownership of Holdings or any other Loan Party; provided,
that (x) the aggregate amount of such dividends shall not exceed $2,500,000 in any period of twelve consecutive months and
(y) such dividend shall be actually used for a purpose set forth above substantially concurrently with the making of such dividend;


(iii) to the extent
necessary to permit, and actually used substantially concurrently by, Holdings to discharge the consolidated Tax liabilities of
the Loan Parties or Taxes attributable to the distributions used to pay such consolidated Tax liabilities; and


(iv) to the extent
used substantially concurrently by Holdings to make payments in respect of Indebtedness permitted to be incurred by Holdings hereunder,
which payments are permitted under Section 6.08(b).


“Permitted
Investments” means:


(a)       direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America
(or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America),
in each case maturing within one year from the date of acquisition thereof;


(b)       investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition,
the highest credit rating obtainable from S&P or from Moody’s;


(c)       investments
in certificates of deposit, banker’s acceptances and time deposits maturing within 180 days from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of
any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital
and surplus and undivided profits of not less than $500,000,000;






    	 	24 	 



     


    

(d)       fully
collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a)
above and entered into with a financial institution satisfying the criteria described in clause (c) above; and


(e)       money
market funds that (i) comply with the criteria set forth in SEC Rule 2a-7 under the Investment Company Act of 1940, (ii) are
rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000.


“Person”
means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.


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


“Platform”
means Debt Domain, IntraLinks, SyndTrak or a substantially similar electronic transmission system.


“Pledge
Subsidiary” means (i) each Domestic Subsidiary (other than any Excluded Subsidiary) and (ii) each First Tier Foreign
Subsidiary.


“Prepayment
Event” means:


(a)       any
sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of any Loan
Party (other than dispositions described in Section 6.05(i)); or


(b)       any
casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any
property or asset of any Loan Party; or


(c)       the
incurrence by any Loan Party of any Indebtedness, other than Indebtedness permitted under Section 6.01, but in any event
including any Indebtedness under Permitted Convertible Notes issued pursuant to Section 6.01(m).


“Prime
Rate” means, for any day, the “U.S. Prime Lending Rate” as published in The Wall Street Journal for
such date; provided that if The Wall Street Journal ceases to publish for any reason such rate of interest, “Prime
Rate” shall mean the prime lending rate as set forth on the Bloomberg page PRIMBB Index (or successor page) for such
day (or such other service as determined by the Administrative Agent from time to time for purposes of providing quotations of
prime lending interest rates); each change in the Prime Rate shall be effective on the date such change is effective. The prime
rate is not necessarily the lowest rate charged by any financial institution to its customers.


“Projections”
has the meaning assigned to such term in Section 5.01(e).


“PSA”
means the Packers and Stockyard Act of 1921, 7 U.S.C. 181, as the same now exists or may from time to time hereafter be amended,
restated, modified, recodified or supplemented, together with all rules, regulations and interpretations thereunder or related
thereto.


“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.






    	 	25 	 



     


    

“Public
Lender” means any Lender that does not wish to receive Non-Public Information with respect to Holdings or its Subsidiaries
or their respective securities.


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


“QFC
Credit Support” has the meaning assigned to such term in Section 9.21.


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


“Register”
has the meaning assigned to such term in Section 9.04.


“Reinvestment
Period” has the meaning assigned to such term in Section 2.11(c).


“Related
Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates.


“Repricing
Event” has the meaning assigned to such term in Section 2.12(e).


“Required
DDTL Lenders” means, at any time, Lenders then holding more than fifty percent (50%) of the sum of the aggregate DDTL
Commitments then in effect, if any, plus the aggregate unpaid principal amount of the Delayed Draw Term Loans then outstanding.


“Required
Lenders” means, at any time, (a) Lenders then holding more than fifty percent (50%) of the sum of the aggregate DDTL
Commitments then in effect, if any, plus the aggregate unpaid principal amount of the Loans then outstanding, or (b) if the DDTL
Commitments have terminated, Lenders then holding more than fifty percent (50%) of the aggregate unpaid principal amount of the
Loans then outstanding.


“Requirement
of Law” means, with respect to any Person, (a) the charter, articles or certificate of organization or incorporation
and bylaws or other organizational or governing documents of such Person and (b) any statute, law (including common law), treaty,
rule, regulation, code, ordinance, order, decree, writ, judgment, injunction or determination of any arbitrator or court or other
Governmental Authority (including Environmental Laws), in each case applicable to or binding upon such Person or any of its property
or to which such Person or any of its property is subject.


“Resolution
Authority”: an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.


“Restricted
Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any
Equity Interests in Holdings or any of its Subsidiaries to their Equity Interest holders in such capacity, or any payment (whether
in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption,
retirement, acquisition, cancellation or termination of any such Equity Interests in Holdings or its Subsidiaries or any option,
warrant or other right to acquire any such Equity Interests in Holdings or its Subsidiaries, or any payment of management or similar
fees to any Person. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the conversion of (including any cash payment
upon conversion), or payment of any principal or premium on, or payment of any interest with respect to, any Permitted Convertible
Notes shall not constitute a Restricted Payment and (ii) any payment with respect to, or early unwind or settlement of, any Permitted
Call Spread Swap Agreement shall not constitute a Restricted Payment.






    	 	26 	 



     


    

“Retained
Excess Cash Flow” means, with respect to any Fiscal Year of Holdings, (a) the Excess Cash Flow for such Fiscal Year minus
(b) the aggregate prepayment amount payable by the Borrowers pursuant to Section 2.11(d) for such Fiscal Year.


“S&P”
means S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, or any successor thereto.


“Sale and
Leaseback Transaction” has the meaning assigned to such term in Section 6.06.


“SEC”
means the United States Securities and Exchange Commission.


“Secured
Obligations” means the Obligations.


“Secured
Parties” means the holders of the Secured Obligations from time to time and shall include (i) each Lender in respect
of its Loans, (ii) the Agents and the Lenders in respect of all other present and future obligations and liabilities of the
Borrowers and each Subsidiary of every type and description arising under or in connection with this Agreement or any other Loan
Document, (iii) each indemnified party under Section 9.03 in respect of the obligations and liabilities of the Borrowers
to such Person hereunder and under the other Loan Documents, and (iv) their respective successors and (in the case of a Lender,
permitted) transferees and assigns.


“Security
Agreement” means that certain Pledge and Security Agreement (including any and all supplements thereto), dated as of
the Effective Date, between the Loan Parties and the Collateral Agent, for the benefit of the Secured Parties, and any other pledge
or security agreement entered into, after the Effective Date by any other Loan Party (as required by this Agreement or any other
Loan Document) or any other Person and the Collateral Agent, as the same may be amended, supplemented, restated or otherwise modified
from time to time.


“Senior
Secured Leverage Ratio” means, on any date, the ratio of (a) Total Net Indebtedness (other than Subordinated Indebtedness)
that is secured by a Lien on any assets of Holdings or its Subsidiaries on such date to (b) EBITDA for the period of four
(4) consecutive Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter, ended on the last
day of the Fiscal Quarter most recently ended prior to such date).


“Sixth
Amendment” means that certain Sixth Amendment to Credit Agreement, dated as of June 8, 2020, by and among the Borrowers,
Holdings, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.


“Sixth
Amendment Date” has the meaning assigned to such term in the Sixth Amendment.


“Specified
Earn-Out Payment” means any payment made by a Loan Party or any Subsidiary in respect of earn-out obligations arising
pursuant to that certain Additional Earn-Out Agreement, dated as of April 6, 2015, by and among, inter alia, Holdings,
T.J. Foodservice Co., Inc., TJ Seafood, LLC, and John DeBenedetti, as the Sellers’ Representative (as defined therein).


“Statutory
Reserve Rate” means, for any Interest Period for any Eurodollar Borrowing, the average maximum rate at which reserves
(including any marginal, supplemental or emergency reserves) are required to be maintained during such Interest Period under Regulation
D by member banks of the United States Federal Reserve System in New York City with deposits exceeding one billion Dollars against
“Eurocurrency liabilities” (as such term is used in Regulation D). Eurodollar Borrowings shall be deemed to constitute
Eurodollar liabilities and to be subject to such reserve requirements without benefit of or credit 



    	 	27 	 



     


    

for proration, exceptions or
offsets which may be available from time to time to any Lender under Regulation D.


“Subordinated
Indebtedness” of a Person means any Indebtedness of such Person (including seller notes) which is subordinated to the
Secured Obligations on terms reasonably satisfactory to the Administrative Agent.


“subsidiary”
means, with respect to any Person (the “parent”) at any date, any corporation, limited liability company, partnership,
association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated
financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation,
limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise
Controlled by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.


“Subsidiary”
means any direct or indirect subsidiary of Holdings.


“Supported
QFC” has the meaning assigned to such term in Section 9.21.


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


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


“Term Lenders”
means, as of any date of determination, Lenders holding any Term Loans.


“Term
Loan Commitment” means (a) as to any Term Lender, the aggregate commitment of such Term Lender to make
Term Loans on the Effective Date as set forth on Schedule 2.01(a) or in the most recent
Assignment and Assumption or other documentation contemplated hereby executed by such Term Lender and (b) as to all Term Lenders,
the aggregate commitment of all Term Lenders to make Term Loans on the Effective Date, which aggregate commitment shall be $305,000,000
on the date of this Agreement. After advancing the Term Loan, each reference to a Term Lender’s Term Loan Commitment shall
refer to that Term Lender’s Applicable Percentage of the Term Loans.


“Term Loans”
means the term loans made by the Term Lenders to the Borrowers on the Effective Date pursuant
to Section 2.01(a),2016
Term Loans, the 2020 Extended Term Loans, the Delayed Draw Term Loans and the Incremental Term Loans.


“Testing
Date” has the meaning assigned to such term in Section 5.01(f).






    	 	28 	 



     


    

“Third
Amendment” means that certain Third Amendment to Credit Agreement dated as of December 13, 2017, by and among the Borrowers,
Holdings, the other Loan Parties party thereto, the Lenders party thereto, the Administrative Agent and the Collateral Agent.


“Third
Amendment Date” shall mean the “Third Amendment Date” as defined in the Third Amendment.


“Total
Net Indebtedness” means, at any date, the aggregate principal amount of all Indebtedness of Holdings and its Subsidiaries
at such date, determined on a consolidated basis in accordance with GAAP, but (x) excluding (i) the face amount of any issued and
undrawn letters of credit and (ii) obligations under any Guarantee by Holdings’ Subsidiaries of the mortgage dated as of
April 26, 2012 between Dairyland HP, as mortgagor, and Commercial Lending II LLC, as mortgagee with respect to the Dairyland HP
Facility and (y) net of unrestricted (other than Liens granted under the ABL Loan Documents) cash and cash equivalents of the Loan
Parties of up to $25,000,000. For purposes of determining Total Net Indebtedness, the Indebtedness of any Loan Party or any Subsidiary
in respect of any Swap Agreement on any date of determination shall be the maximum aggregate amount (giving effect to any netting
agreements) that such Loan Party or such Subsidiary would be required to pay if such Swap Agreement were terminated at such time.


“Total
Leverage Ratio” means, on any date, the ratio of (a) Total Net Indebtedness on such date to (b) EBITDA for
the period of four (4) consecutive Fiscal Quarters ended on such date (or, if such date is not the last day of a Fiscal Quarter,
ended on the last day of the Fiscal Quarter most recently ended prior to such date).


“Transactions”
means the execution, delivery and performance by the Loan Parties of this Agreement and the other Loan Documents, the borrowing
of Loans and other credit extensions (including the borrowing of ABL Loans and the issuance of letters of credit under the ABL
Facility on the Effective Date), the use of the proceeds thereof and the repayment of the Indebtedness required hereunder.


“Type”,
when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.


“UCC”
means the Uniform Commercial Code as in effect from time to time in the State of New York or any other state the laws of which
are required to be applied in connection with the attachment, perfection or priority of, or remedies with respect to, any Agent’s
or any Lender’s Lien on any Collateral.


“UK
Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to
time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook
(as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions
and investment firms, and certain affiliates of such credit institutions or investment firms.


“UK
Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the
resolution of any UK Financial Institution.


“Unliquidated
Obligations” means, at any time, any Secured Obligations (or portion thereof) that are contingent in nature or unliquidated,
including any Secured Obligation that is: (i) any other obligation (including any guarantee) that is contingent in nature;
(ii) an indemnity or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations.






    	 	29 	 



     


    

“U.S.”
means the United States of America.


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


“U.S. Special
Resolution Regime” has the meaning assigned to such term in Section 9.21.


“U.S. Tax
Compliance Certificate” has the meaning assigned to such term in Section 2.17(f)(ii)(B)(3).


“Withdrawal
Liability” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer
Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


“Withholding
Agent” means each of the Borrower Representative and the Administrative Agent.


“Working
Capital” means, at any date, the excess of current assets of Holdings and its Subsidiaries on such date (excluding cash
and Permitted Investments) over current liabilities of Holdings and its Subsidiaries on such date (excluding any ABL Loans
and the current portion of any Indebtedness), all determined on a consolidated basis in accordance with GAAP.


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


SECTION
1.02.     Classification of Loans and Borrowings. For purposes of this Agreement, Loans and Borrowings may be classified
and referred to by Type (e.g., a “Eurodollar Loan” or “Eurodollar Borrowing”).


SECTION
1.03.     Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of
the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter
forms. The words “include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as
the word “shall”. Unless expressly provided to the contrary or the context requires otherwise (a) any definition
of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument
or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments,
supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (c) 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, (d) 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, (e) any reference in any definition to the phrase “at any
time” or “for any period” shall refer to the same time or period for all calculations or determinations within
such definition, and (f) the words “asset” and 



    	 	30 	 



     


    

“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.


SECTION
1.04.     Accounting Terms; GAAP; Pro Forma Calculations; LCA Election. (a) Except as otherwise expressly provided
herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time;
provided that, if after the Effective Date there occurs any change in GAAP or in the application thereof on the operation of any
provision hereof and the Borrower Representative notifies the Administrative Agent that the Borrowers request an amendment to any
provision hereof to eliminate the effect of such change in GAAP or in the application thereof (or if the Administrative Agent notifies
the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless
of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall
be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained
herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made (x) without giving effect to any election under Accounting Standards Codification 825-10-25
(or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any
Indebtedness or other liabilities of Holdings or any Subsidiary at “fair value”, as defined therein and (y) without
giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification
470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value
any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued
at the full stated principal amount thereof and (ii) any obligations relating to a lease that was accounted for by such Person
as an operating lease as of the Effective Date and any similar lease entered into after the Effective Date by such Person (or any
Subsidiary or Affiliate of such Person) shall be accounted for by such Person as an operating lease and not as Capital Lease Obligations.


(b)       All
pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or
assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the
case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence
or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated
since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation)
as if such transaction had occurred on the first day of the period of four consecutive Fiscal Quarters ending with the most recent
Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or,
prior to the delivery of any such financial statements, ending with the last Fiscal Quarter included in the financial statements
referred to in Section 3.04(a)), and, to the extent applicable, to the historical earnings and cash flows associated with
the assets acquired or disposed of) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11
of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma
effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the
applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).


(c)       Notwithstanding
anything in this Agreement or any Loan Document to the contrary, in connection with any action being taken solely in connection
with a Limited Condition Acquisition, for purposes of:


(i)       determining
compliance with any provision of this Agreement which requires the calculation of Total Leverage Ratio or the Senior Secured Leverage
Ratio;






    	 	31 	 



     


    

(ii)       determining
compliance with representations, warranties, defaults or Events of Default upon consummation of such Limited Condition Acquisition;
and


(iii)       testing
availability under baskets set forth in this Agreement;


in each case, at the option of the Borrower
Representative (the Borrower Representative’s election to exercise such option in connection with any Limited Condition Acquisition,
an “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed
to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”).
If, on a pro forma basis after giving effect to such Limited Condition Acquisition and the other transactions to be entered
into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) with such ratios and other
provisions being calculated as if such Limited Condition Acquisition and other transactions had occurred at the beginning of the
most recently ended period of four consecutive Fiscal Quarters (taken as one accounting period) for which financial statements
shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial
statements, as of the last Fiscal Quarter included in the financial statements referred to in Section 3.04(a)) ending prior
to the LCA Test Date, the Borrowers could have taken such action on the relevant LCA Test Date in compliance with such ratio, default,
Events of Default or basket, such ratio, default, Event of Default or basket shall be deemed to have been complied with for purposes
of such Limited Condition Acquisition. For the avoidance of doubt, if the Borrower Representative has made an LCA Election and
any of the ratios or baskets for which compliance was determined or tested as of the LCA Test Date are exceeded as a result of
fluctuations in any such ratio or basket, including due to fluctuations in EBITDA of the Borrowers or the Person subject to such
Limited Condition Acquisition, at or prior to the consummation of the relevant transaction or action, such baskets or ratios will
not be deemed to have been exceeded as a result of such fluctuations, and such ratios and compliance with such conditions shall
not be tested at the time of consummation of such Limited Condition Acquisition or related transactions. If the Borrower Representative
has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratios,
representations, warranties, defaults, Events of Default or basket availability with respect to the incurrence of Indebtedness
or Liens, or the making of Restricted Payments, mergers, the conveyance, lease or other transfer of all or substantially all of
the assets of the Borrowers and their Subsidiaries, the making of asset sales or dispositions, or the prepayment, redemption, purchase,
defeasance or other satisfaction of Indebtedness on or following the relevant LCA Test Date and prior to the earlier of the date
on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition
Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratios, representations,
warranties, defaults, Events of Default or baskets shall be calculated on a pro forma basis assuming such Limited Condition
Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)
have not been consummated until such time as the applicable Limited Condition Acquisition has actually closed (it being further
understood that any Net Income and/or EBITDA therefrom shall not be included in determining Net Income or EBITDA, as applicable,
in any such subsequent calculation until such Limited Condition Acquisition has actually closed).


 


SECTION
1.05.     Status of Obligations. In the event that any Loan Party shall at any time issue or have outstanding any
Subordinated Indebtedness, such Loan Party shall take all such actions as shall be necessary to cause the Secured Obligations to
constitute senior indebtedness (however denominated) in respect of such Subordinated Indebtedness and to enable the Administrative
Agent and the Lenders to have and exercise any payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Subordinated Indebtedness. Without limiting the foregoing, the Obligations are hereby
designated as “senior indebtedness” and as “designated senior indebtedness” and words of similar import
under and in respect of any indenture or other agreement or instrument under which such Subordinated Indebtedness is outstanding
and are further given all such other 



    	 	32 	 



     


    

designations as shall be required under the terms of any such Subordinated Indebtedness in
order that the Lenders may have and exercise any payment blockage or other remedies available or potentially available to holders
of senior indebtedness under the terms of such Subordinated Indebtedness.


SECTION
1.06.    LIBOR Discontinuation. Notwithstanding anything to the contrary contained in this Agreement or the other
Loan Documents, if at any time there ceases to exist a LIBOR Rate or other interbank rate in the London market regulated or otherwise
overseen or authorized by the ICE Benchmark Administration or U.K. Financial Conduct Authority for interest periods greater than
one Business Day or the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i)
the circumstances set forth in Section 2.14 have arisen and such circumstances are unlikely to be temporary or (ii) the
circumstances in Section 2.14 have not arisen but the supervisor for the administrator of the LIBOR Rate or a relevant Governmental
Authority has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining
interest rates for loans (such specific date, the “Scheduled
Unavailability Date”), then the Administrative Agent and the Borrower Representative shall endeavor to establish
an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining
a rate of interest for fixed periods for syndicated loans in the United States at such time for similarly situated borrowers, and
shall enter into an amendment to the Loan Documents to reflect such alternate rate of interest and such other related changes as
may be applicable which are agreed by the Borrower Representative and the Administrative Agent at such time; provided that,
if such alternate rate of interest shall be less than zero percent, such rate shall be deemed to be zero percent for purposes of
this Agreement. Notwithstanding anything to the contrary in the Loan Documents, such amendment shall become effective without any
further action or consent of any other party to the
Loan Documents (other than the written consent of the Administrative Agent and the Borrower Representative) so long as the Administrative
Agent shall not have received, within five (5) Business Days of the date notice of such alternate rate of interest is provided
to the Lenders, a written notice from the Required Lenders stating that they object to such amendment. If
no such alternate rate has been determined and the circumstances set forth in Section 2.14 exist or the Scheduled Unavailability
Date has occurred (as applicable), the Administrative Agent will promptly so notify the Borrower Representative and each Lender.
Thereafter, (x) the obligation of the Lenders to make or maintain Eurodollar Loans shall be suspended (to the extent of the affected
Eurodollar Loans or Interest Periods), and (y) the Adjusted LIBOR Rate component shall no longer be utilized in determining the
Alternate Base Rate. Upon receipt of such notice, the Borrower Representative may revoke any pending request for a Loan of, conversion
to or continuation of Eurodollar Loans (to the extent of the affected Eurodollar Loans or Interest Periods) or, failing that, will
be deemed to have converted such request into a request for a Borrowing of ABR Loans (subject to clause (y) in the immediately
preceding sentence) in the amount specified therein.


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


Article
II



The Credits


SECTION
2.01.     Loans. (a) Subject to the terms and conditions set forth hereinin
the Original Credit Agreement, each Term Lender with a Term Loan Commitment (severally
and not 



    	 	33 	 



     


    

jointly) agrees to makeas defined in
the Original Credit Agreement) on the Effective Date made a Term Loan in Dollars to the Borrowers on the Effective
Date, in an amount equal to such Lender’s Term Loan Commitment by making immediately
available funds available to the Administrative Agent’s designated account, not later than the time specified by the Administrative
Agent. Amounts borrowed under this Section 2.01(a) are sometimes referred to herein as
the “initial Term Loan.”(as defined
in the Original Credit Agreement) on the Effective Date. On the Sixth Amendment Date, each 2020 Extended Term Lender converted
the aggregate principal amount of its 2016 Term Loans into an equal principal amount of 2020 Extended Term Loans in accordance
with the terms of the Sixth Amendment.


(b)       Subject
to the terms and conditions set forth herein, each DDTL Lender with a DDTL Commitment (severally and not jointly) agrees to make
up to five (5) Delayed Draw Term Loans in Dollars to the Borrowers from time to time during the Availability Period, in an aggregate
principal amount not to exceed such Lender’s DDTL Commitment. Except as set forth in Section 4.03, any Delayed Draw
Term Loan shall be on the same terms (including all-in pricing and maturity date) as, and pursuant to documentation applicable
to, the initial Term Loan. The DDTL Commitment of each DDTL Lender shall be reduced by the aggregate amount of Delayed Draw Term
Loans funded by such DDTL Lender. All Delayed Draw Term Loans, once funded shall become part of and be deemed to be of the same
class as the initial Term Loan unless otherwise determined by the Administrative Agent. Each of the parties hereto hereby agrees
that the Administrative Agent may, in consultation with the Borrower Representative, take any and all actions as may be reasonably
necessary to ensure that all Delayed Draw Term Loans, when originally made or thereafter, are included in each Borrowing of outstanding
initial Term Loans on a pro rata basis. Without limiting the generality of the foregoing, this may be accomplished by requiring
each outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan to be converted into a Borrowing of the initial Term
Loan that is an ABR Loan on the date of each such Delayed Draw Term Loan, or by allocating a portion of each such Delayed Draw
Term Loan to each outstanding Borrowing of the initial Term Loan that is a Eurodollar Loan on a pro rata basis. Any conversion
of Eurodollar Loans to ABR Loans required by the preceding sentence shall be subject to Section 2.16. In addition, each
scheduled amortization payment under Section 2.10(a) with respect to then-existing Term Loans required to be made after
the making of any Delayed Draw Term Loan shall be ratably increased by the aggregate principal amount of such Delayed Draw Term
Loan for all Lenders on a pro rata basis to the extent necessary (including to avoid any reduction in the amortization payments
to which the initial Term Lenders are entitled in respect of such Delayed Draw Term Loan). To the extent any installment under
Section 2.10(a) that is scheduled to be made in respect of the initial Term Loans on any day shall have been reduced or
eliminated due to the application thereto of a prepayment prior to the date on which a Delayed Draw Term Loan is funded, then notwithstanding
the provisions of Section 2.18 hereof to the contrary, Lenders who hold such funded Delayed Draw Term Loans on such day
shall be entitled to receive the entire portion of each payment of, or application to, the installment with respect to such funded
Delayed Draw Term Loan scheduled to be made on such day.


(c)       Amounts
repaid or prepaid in respect of Term Loans may not be reborrowed.


SECTION
2.02.     Loans and Borrowings. (a) Each Delayed Draw Term Loan shall be made as part of a Borrowing consisting of
Delayed Draw Term Loans of the same class and Type made by the Lenders ratably in accordance with their respective DDTL Commitments
of the applicable class. The failure of any Lender to make any Delayed Draw Term Loan required to be made by it shall not relieve
any other Lender of its obligations hereunder; provided that the DDTL Commitments of the Lenders are several and no Lender
shall be responsible for any other Lender’s failure to make Loans as required. The Loans shall amortize as set forth in Section
2.10.



    	 	34 	 



     


    




(b)       Subject
to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower Representative
may request in accordance herewith.  Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign
branch or Affiliate of such Lender to make such Loan (and in the case of an Affiliate, the provisions of Sections 2.15,
2.16 and 2.17 shall apply to such Affiliate to the same extent as to such Lender); provided that any exercise of such option
shall not affect the obligation of the Borrowers to repay such Loan in accordance with the terms of this Agreement.


(c)       At
the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing shall be in an aggregate amount that is an
integral multiple of $500,000 and not less than $1,000,000. ABR Borrowings may be in any amount. Borrowings of more than one Type
and class may be outstanding at the same time; provided that there shall not at any time be more than a total of five (5) Eurodollar
Borrowings outstanding at any time.


(d)       Notwithstanding
any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or
continue, any Borrowing if the Interest Period requested with respect thereto would end after the applicable
Maturity Date.


SECTION
2.03.     Requests for Borrowings. To request a Borrowing, the Borrower Representative shall notify the Administrative
Agent of such request either in writing (delivered by hand or facsimile) in a form approved by the Administrative Agent and signed
by the Borrower Representative or by telephone not later than (a) in the case of a Eurodollar Borrowing, 10:00 a.m., New York
City time, three (3) Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, 10:00 a.m.,
New York City time, one Business Day before the date of the proposed Borrowing. Each such Borrowing Request shall be irrevocable
and each telephonic Borrowing Request shall be confirmed promptly by hand delivery or facsimile to the Administrative Agent of
a written Borrowing Request in a form approved by the Administrative Agent and signed by the Borrower Representative. Each Borrowing
Request shall specify the following information:


(i)       the
aggregate amount of the requested Borrowing and a breakdown of the separate wires comprising such Borrowing;


(ii)       the
date of such Borrowing, which shall be a Business Day;


(iii)       whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;


(iv)       in
the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated
by the definition of the term “Interest Period”; and


(v)       the
location and account number of the account to which funds are to be disbursed, which shall comply with the requirements of Section
2.07.


If no election as to the Type of Delayed
Draw Term Loan Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified
with respect to any requested Eurodollar Delayed Draw Term Loan Borrowing, then the Borrowers shall be deemed to have selected
an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section,
the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made
as part of the requested Borrowing.






    	 	35 	 



     


    

SECTION
2.04.     [Intentionally Omitted].


SECTION 2.05.     [Intentionally
Omitted].


SECTION 2.06.     [Intentionally
Omitted].


SECTION
2.07.     Funding of Borrowings. (a) Each Lender shall make each Loan to be made by such Lender hereunder on the proposed
date thereof by wire transfer of immediately available funds by 11:00 a.m., New York City time, to the account of the Administrative
Agent most recently designated by it for such purpose by notice to the Lenders in an amount equal to such Lender’s Applicable
Percentage of such Loan; provided that Term Loans shall be made as provided in Section 2.01(a). The Administrative Agent
will make such Loans available to the Borrowers by promptly crediting the amounts so received, in like funds, to one or more account(s)
of the Borrowers designated in the Borrowing Request.


(b)       Unless
the Administrative Agent shall have received notice from a Lender 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 paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the Borrowers 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 Borrowers
severally agree 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 made available to the Borrowers to but excluding the date of payment to the Administrative
Agent, at (i) in the case of such Lender, the greater of the Federal Funds Effective Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of the Borrowers, the interest
rate applicable to ABR Loans. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such
Lender’s Loan included in such Borrowing.


SECTION
2.08.     Interest Elections. (a) Each 2020
Extended Term Loan shall initially be deemed to be a Eurodollar Borrowing with an initial Interest Period equal to the remaining
duration (as of the Sixth Amendment Date) of the Interest Period applicable to the Existing Term Loans (as defined in the Sixth
Amendment) from which such 2020 Extended Term Loans were converted. Each 2016 Term Loan shall initially be deemed to be a Eurodollar
Borrowing with the Interest Period in effect under the Original Credit Agreement immediately prior to the Sixth Amendment Date.
Each other Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case
of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter,
theThe Borrower Representative
may subsequently elect to convert sucha
Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section. The Borrower Representative may elect different options with respect to different portions
of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising
such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.


(b)       To
make an election pursuant to this Section, the Borrower Representative shall notify the Administrative Agent of such election by
telephone by (a) in the case of an election of a conversion to, or continuation of, a Eurodollar Borrowing, not later than
11:00 a.m., New York City time, three (3) Business Days before the date of the proposed election or (b) in the case
of a conversion to an ABR Borrowing, not later than 11:00 a.m., New York City time, one (1) Business Day before the date
of the proposed election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by
hand delivery or facsimile to the Administrative Agent of a written Interest Election 



    	 	36 	 



     


    

Request in a form approved by the Administrative
Agent and signed by the Borrower Representative. Notwithstanding any contrary provision herein, this Section shall not be construed
to permit the Borrower Representative to elect an Interest Period for Eurodollar Loans that does not comply with Section 2.02.


(c)       Each
telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02:


(i)       the
Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);


(ii)       the
effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;


(iii)       whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and


(iv)       if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such election,
which shall be a period contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request
requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrowers shall be deemed to have selected an
Interest Period of one month’s duration.


(d)       Promptly
following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and
of such Lender’s portion of each resulting Borrowing.


(e)       If
the Borrower Representative fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to
the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such
Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if a Default
has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower Representative,
then, so long as a Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.


SECTION
2.09.     Termination and Reduction of Commitments.


(a)
Unless previously terminated, (i) the DDTL Commitments shall terminate on December 22, 2016 and (ii) all other Commitments shall
terminate on the Maturity Date.


(a)       [Intentionally
Omitted].


(b)       The
Borrower Representative may at any time terminate, or from time to time reduce, the DDTL Commitments; provided that reduction
of the DDTL Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000.


(c)       The
Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the DDTL Commitments under
paragraph (b) of this Section at least three (3) 



    	 	37 	 



     


    

Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall
advise the Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section shall
be irrevocable; provided that a notice of termination of the DDTL Commitments delivered by the Borrower Representative may
state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein,
in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the
specified effective date) if such condition is not satisfied. Any termination or reduction of the DDTL Commitments shall be permanent.
Each reduction of the DDTL Commitments shall be made ratably among the Lenders in accordance with their respective DDTL Commitments.


SECTION
2.10.     Repayment and Amortization of Loans; Evidence of Debt. (a) (i)
The Borrowers shall repay each 2016 Term Loan in quarterly
installments, commencing on the last day of the calendar quarter during which such 2016
Term Loan is funded hereunder and continuing on the last day of each calendar quarter thereafter,
and (ii) the Borrowers shall repay each 2020 Extended Term Loan in quarterly installments, commencing on the last day of the calendar
quarter ending after the Sixth Amendment Date and continuing on the last day of each calendar quarter thereafter.
Each such installment referenced in the immediately preceding sentence
shall be in an amount equal to 0.25% of the aggregate principal amount of such Term Loan (as adjusted from time to time pursuant
to Section 2.11(e) or otherwise under the Loan Documents). Notwithstanding
the foregoing two sentences, all installment payments required under this Section 2.10(a) have been paid in full as of the Sixth
Amendment Date. To the extent not previously paid, (i)
all the then unpaid balances of all 2016 Term Loans
shall be paid in full by the Borrowers on the Maturity Date applicable
thereto and (ii) all the then unpaid balances of all 2020 Extended Term Loans shall be paid in full by the Borrowers on the Maturity
Date applicable thereto.


(b)       Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers
to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to
such Lender from time to time hereunder.


(c)       The
Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the class
and Type thereof and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable
or to become due and payable from the Borrowers to each Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender’s share thereof.


(d)       The
entries made in the accounts maintained pursuant to paragraphs (c) or (d) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the
Borrowers to repay the Loans in accordance with the terms of this Agreement.


(e)       Any
Lender may request that Loans made by it be evidenced by a promissory note. In such event, the Borrowers shall prepare, execute
and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered
assigns) and in a form approved by the Administrative Agent.


SECTION
2.11.     Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay
any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (f) of this Section.






    	 	38 	 



     


    

(b)       [Intentionally
Omitted].


(c)       Subject
to the Intercreditor Agreement, in the event and on each occasion that any Net Proceeds are received by or on behalf of any Loan
Party or any Subsidiary in respect of any Prepayment Event, the Borrowers shall, within one (1) Business Day after such Net Proceeds
are received by such Loan Party or Subsidiary, prepay the Obligations as set forth in Section 2.11(e) below in an aggregate
principal amount equal to, in the case of any event described in clause (a), (b) or (c) of the definition
of “Prepayment Event,” 100% of such Net Proceeds and; provided that, (x) in the case of any event described
in clause (a) or (b), of the definition of the term “Prepayment Event,” no payment shall be
due under this Section until (i) subject to clause (ii), the aggregate Net Proceeds received in connection with such Prepayment
Events after the Effective Date exceed $10,000,000 and (ii) in any Fiscal Year, the aggregate Net Proceeds received in connection
with such Prepayment Events during such Fiscal Year exceed $2,500,000 and (y) in the case of any event described in clause (b)
of the definition of the term “Prepayment Event” (other than insurance and condemnation proceeds arising from casualty
or losses to Inventory), if the Borrower Representative shall deliver to the Administrative Agent following the receipt of such
Net Proceeds a certificate of a Financial Officer to the effect that the Loan Parties intend to apply the Net Proceeds from such
event (or a portion thereof specified in such certificate), within 360 days after receipt of such Net Proceeds (such period
of time, the “Reinvestment Period”), to acquire (or replace or rebuild) real property, equipment or other tangible
assets (other than ABL Priority Collateral) to be used in the business of the Loan Parties, and certifying that no Default has
occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified
in such certificate; provided that, to the extent of any such Net Proceeds therefrom that have not been so applied or contractually
committed by the end of the applicable Reinvestment Period (and, if so contractually committed in writing by the end of the applicable
Reinvestment Period, applied within 180 days of the end of the applicable Reinvestment Period), a prepayment in accordance with
Section 2.11(e) shall be promptly (and, in any event, within one (1) Business Day) required in an amount equal to the
aggregate amount of such Net Proceeds that have not been so applied. If the precise amount of insurance or condemnation proceeds
allocable to Inventory as compared to Equipment, Fixtures and real property is not otherwise determined, the allocation and application
of those proceeds shall be determined by the Administrative Agent, in its reasonable judgment. Nothing in this clause (c)
shall be deemed to be implied consent to any transaction underlying a Prepayment Event that is otherwise prohibited by the terms
of this Agreement.


(d)       The
Borrowers shall prepay the Obligations as set forth in Section 2.11(e) below on the date that is ten (10) days after
the earlier of (i) the date on which Holdings’ and its Subsidiaries’ annual audited financial statements for the
immediately preceding Fiscal Year are delivered pursuant to Section 5.01 and (ii) the date on which such annual
audited financial statements were required to be delivered pursuant to Section 5.01, in an amount equal to (x)
the ECF Percentage (as defined below) of the Loan Parties’ Excess Cash Flow for the immediately preceding Fiscal Year, commencing
with the Fiscal Year ending December 31, 2017 minus
(y) commencing with the Fiscal Year ending December 31, 2020, the aggregate amount of voluntary prepayments of the Term Loans made
during such Fiscal Year pursuant to Section 2.11(a). Each Excess Cash Flow prepayment shall be accompanied by a
certificate signed by a Financial Officer of the Borrower Representative certifying the manner in which Excess Cash Flow and the
resulting prepayment were calculated, which certificate shall be in form and substance satisfactory to Administrative Agent. As
used herein, “ECF Percentage” means (x) fifty percent (50%) if the Total Leverage Ratio as of the last
day of applicable Excess Cash Flow Period is greater than or equal to 4.00 to 1.00, (y) twenty-five percent (25%) if the Total
Leverage Ratio as of the last day of applicable Excess Cash Flow Period is generated was greater than or equal to 3.25:1.00 but
less than 4.00 to 1.00 and (z) zero percent (0%) if the Total Leverage Ratio as of the last day of applicable Excess
Cash Flow Period is less than 3.25:1.00. Each Excess Cash Flow prepayment shall be accompanied by a certificate signed by a Financial
Officer certifying the manner in which Excess Cash Flow and the resulting 



    	 	39 	 



     


    

prepayment were calculated, which certificate shall be
in form and substance satisfactory to Administrative Agent.


(e)       All
amounts prepaid pursuant to Section 2.11(c) and (d) shall be applied, pro rata, to prepay the 2016
Term Loans and the 2020 Extended Term Loans (to be applied to installments of theall
such Term Loans in inverse order of maturity).


(f)       The
Borrower Representative shall notify the Administrative Agent by telephone (confirmed by facsimile) of any prepayment hereunder
not later than 10:00 a.m., New York City time, (A) in the case of prepayment of a Eurodollar Borrowing, three (3) Business
Days before the date of prepayment, or (B) in the case of prepayment of an ABR Borrowing, one (1) Business Day before the
date of prepayment; provided, that notwithstanding the foregoing,
no notice shall be required for the making of the Sixth Amendment Prepayment (as defined in the Sixth Amendment) on the Sixth Amendment
Date. Each such notice shall be irrevocable and shall(i)
specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid and
(ii) be irrevocable, except that such notice may be conditioned upon the effectiveness of other credit facilities or transactions
on the specified prepayment date, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative
Agent on or prior to such specified prepayment date) if such condition is not satisfied. Promptly following receipt
of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Prepayments
shall be accompanied by accrued interest to the extent required by Section 2.13, amounts due under Section 2.16
and the prepayment premiumpremiums
referred to in SectionSections
2.12(b) and 2.12(e).


SECTION
2.12.     Fees. (a) The Borrowers agree to pay to the Administrative Agent for the account of each DDTL Lender with
a DDTL Commitment a commitment fee in an aggregate amount equal to (i) the average daily principal amount of the DDTL Commitment
of such DDTL Lender during the period from and including the Effective Date to but excluding the date on which the Lenders’
DDTL Commitments terminate multiplied by (ii) a percentage equal to 50% of the Applicable Rate with respect to Eurodollar
Loans. Accrued commitment fees shall be payable in arrears on the last day of each calendar quarter (commencing on the first such
date to occur after the Effective Date) and on the date on which the DDTL Commitments terminate. All commitment fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of days elapsed.


(b)
[intentionally omitted]. 


(b)       In
the event that, prior to the second anniversary of the Sixth Amendment Date, the Borrowers (A) prepay any 2020 Extended Term Loans
pursuant to Section 2.11(a), (B) prepay or refinance any 2020 Extended Term Loans, in each case, pursuant to Section 2.11(c) but
solely in connection with a Prepayment Event referenced in clause (c) of the definition of “Prepayment Event”, or (C)
effect any amendment, modification or waiver of, or consent under, this Agreement resulting in any “Repricing Event”
with respect to the 2020 Extended Term Loans (it being understood and agreed for the avoidance of doubt that prepayments as a result
of purchases or assignments made pursuant to Section 9.04 shall not be subject to this Section 2.12(b)), the Borrowers shall pay
to the Administrative Agent, for the ratable account of each of the applicable 2020 Extended Term Lenders in the case of clauses
(A) and (B), a premium, and in the case of clause (C), a fee, in each case, in an amount equal to: (i) in the event such prepayment
or refinancing occurs prior to the first anniversary of the Sixth Amendment Date, the Applicable Premium or (ii) in the event
that such prepayment or refinancing occurs on or after the first anniversary of the Sixth Amendment Date but prior to the second
anniversary of the Sixth Amendment Date, 1.00% of the aggregate principal amount of the 2020 Extended Term Loans so prepaid or
subject to such Repricing Event. All such amounts shall be due and payable on the date of the relevant prepayment 



    	 	40 	 



     


    

pursuant to Sections
2.11(a) or 2.11(c) or the relevant amendment, modification, waiver or consent. For the avoidance of doubt, no prepayment premium
or fee pursuant to this Section 2.12(b) shall be payable hereunder in connection with any prepayment or refinancing of 2020 Extended
Term Loans (or any “Repricing Event” in respect of the 2020 Extended Term Loans) on or after the second anniversary
of the Sixth Amendment Date.


(c)       The
Borrowers agree to pay to the Administrative Agent, for its own account (as applicable), the fees payable under the Engagement
LetterLetters
as and when the same are due and such other fees in the amounts and at the times as are separately agreed upon between the Borrowers
and the Administrative Agent, including those fees payable under the Fee Letter.


(d)       All
fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution,
in the case of commitment fees and participation fees, to the Lenders. Fees paid shall not be refundable under any circumstances.


(e)       In
the event that all or any portion of any Term Loan is subject to a Repricing Event (as defined below) prior to the six-month anniversary
of the Fourth Amendment Date, the Borrowers shall pay a prepayment premium in connection with any such Repricing Event in an amount
equal to 1.0% of the Term Loan subject to such Repricing Event. The term “Repricing Event” shall mean (i) any
prepayment or repayment of a Term Loan with the proceeds of, or any conversion of such loans into, any new or replacement class
of term loans bearing interest at an “effective” interest rate less than the “effective” interest rate
applicable to such Term Loan (as such comparative rates are determined by the Administrative Agent) and (ii) any amendment that,
directly or indirectly, reduces the “effective” interest rate applicable to a Term Loan (in each case in (i) and (ii),
with original issue discount and upfront fees, which shall be deemed to constitute like amounts of original issue discount, being
equated to interest margins in a manner consistent with generally accepted financial practice based on an assumed four-year life
to maturity). No “Repricing Event” shall be deemed to occur in connection with
any Change in Control or Enterprise Transformative Acquisition. For the avoidance of doubt, any Lender that
is replaced pursuant to Section 2.19, Section 9.02(e) or otherwise in connection with any conversion or amendment
effecting any Repricing Event shall be entitled to receive the foregoing prepayment premium, which shall be payable by the Borrowers.


SECTION
2.13.     Interest. (a) The Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate plus
the Applicable Rate.


(b)       The
Loans comprising each Eurodollar Borrowing shall bear interest at the Adjusted LIBOR Rate for the Interest Period in effect for
such Borrowing plus the Applicable Rate.


(c)       [Intentionally
Omitted].


(d)       Notwithstanding
the foregoing, during the occurrence and continuance of an Event of Default, the Administrative Agent or the Required Lenders may,
at their option, by notice to the Borrower Representative (which notice may be revoked at the option of the Required Lenders notwithstanding
any provision of Section 9.02 requiring the consent of “each Lender affected thereby” for reductions in
interest rates), declare that (i) all Loans shall bear interest at 2% plus the rate otherwise applicable to such Loans as
provided in the preceding paragraphs of this Section or (ii) in the case of any other amount outstanding hereunder, such amount
shall accrue at 2% plus the rate applicable to such fee or other obligation as provided hereunder; provided that no notice
shall be required and the foregoing rates shall automatically take effect upon the occurrence of an Event of Default under clause (a),
(h), (i) or (j) of Article VII.






    	 	41 	 



     


    

(e)       Accrued
interest on each Loan (for ABR Loans, accrued through the last day of the prior calendar month) shall be payable in arrears on
each Interest Payment Date for such Loan; provided that (i) interest accrued pursuant to paragraph (d)
of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan, accrued interest
on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event
of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan
shall be payable on the effective date of such conversion.


(f)       All
interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the
Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of
365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed. The applicable
Alternate Base Rate, Adjusted LIBOR Rate or LIBOR Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


SECTION
2.14.     Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurodollar Borrowing:


(a)       the
Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means
do not exist for ascertaining the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such Interest Period; or


(b)       the
Administrative Agent is advised by the Required Lenders that the Adjusted LIBOR Rate or the LIBOR Rate, as applicable, for such
Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans
(or its Loan) included in such Borrowing for such Interest Period;


then the Administrative Agent shall
give notice thereof to the Borrower Representative and the Lenders by telephone or facsimile as promptly as practicable thereafter
and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to
such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation
of any Borrowing as, a Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar
Borrowing, such Borrowing shall be made as an ABR Borrowing.


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


(i)       impose,
modify or deem applicable any reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement),
insurance charge or other assessment against assets of, deposits with or for the account of, or credit extended by, any Lender
(except any such reserve requirement reflected in the Adjusted LIBOR Rate);


(ii)       impose
on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or
Loans made by such Lender or any participation therein; or


(iii)       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;






    	 	42 	 



     


    

and the result of any of the foregoing
shall be to increase the cost to such Lender or such other Recipient of making, continuing, converting into or maintaining any
Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or to reduce the amount of
any sum received or receivable by such Lender or such other Recipient hereunder (whether of principal, interest or otherwise),
then the Borrowers will pay to such Lender or such other Recipient, as the case may be, such additional amount or amounts as will
compensate such Lender or such other Recipient, as the case may be, for such additional costs incurred or reduction suffered.


(b)       If
any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing
the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence
of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrowers will pay to
such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such
reduction suffered.


(c)       A
certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the
case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower Representative
and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate
within ten (10) days after receipt thereof.


(d)       Failure
or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s
right to demand such compensation; provided that the Borrowers shall not be required to compensate a Lender pursuant to
this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies
the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention
to claim compensation therefor; provided, further, that if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof.


SECTION
2.16.     Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other
than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default or as a result of any
prepayment pursuant to Section 2.11), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified
in any notice delivered pursuant hereto), or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest
Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in
any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case
of a Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to
be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Eurodollar Loan
had such event not occurred, at the Adjusted LIBOR Rate that would have been applicable to such Eurodollar Loan, for the period
from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow,
convert or continue, for the period that would have been the Interest Period for such Eurodollar Loan), over (ii) the amount
of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it
to bid, at the commencement of such period, for Dollar deposits of a comparable amount and period from other banks in the eurodollar
market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this
Section shall be delivered to the Borrower Representative and shall be conclusive 



    	 	43 	 



     


    

absent manifest error. The Borrowers shall pay
such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.


SECTION 2.17.     Withholding
of Taxes; Gross-Up. 


(a)       Payments
Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made
without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the
good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment
by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding and shall
timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if
such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after
such deduction or withholding for Indemnified Taxes has been made (including such deductions and withholdings applicable to additional
sums payable under this Section 2.17) the applicable Recipient receives an amount equal to the sum it would have received
had no such deduction or withholding been made..


(b)       Payment
of Other Taxes by the Borrowers. The Loan 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, Other Taxes.


(c)       Evidence
of Payments. As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this
Section 2.17, such Loan 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.


(d)       Indemnification
by the Loan Parties. The Loan 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,
including a description of the basis for the indemnification claim to the extent reasonably available, delivered to any Loan Party
by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender,
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 Loan Party has not already indemnified
the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so), (ii) any
Taxes attributable to such Lender’s failure to comply with the provisions of Section 9.04(c) 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 set off and apply any and all amounts at any time owing to such
Lender under any Loan Document or otherwise payable by the 



    	 	44 	 



     


    

Administrative Agent to such Lender from any other source against any
amount due to the Administrative Agent under this paragraph (e).


(f)       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 Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower
Representative or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower
Representative or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative
Agent as will enable the Borrowers 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 2.17(f)(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, in the event that any Borrower is a U.S. Person,


(A)       any
Lender that is a U.S. Person shall deliver to the Borrower Representative 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 Representative or the Administrative Agent), an executed IRS Form W-9 certifying that such Lender is exempt from U.S.
Federal backup withholding tax;


(B)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 Representative 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 or IRS Form W-8BEN-E, as applicable, establishing
an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “interest” article of such tax treaty
and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
establishing an exemption from, or reduction of, U.S. Federal withholding Tax pursuant to the “business profits” or
“other income” article of such tax treaty;


 


(2) in the
case of a Foreign Lender claiming that its extension of credit will generate U.S. effectively connected income, executed copies
of IRS Form W-8ECI;


 






    	 	45 	 



     


    

(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 G-1 to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of a 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 or IRS Form W-8BEN-E, as applicable; 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 or IRS Form W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-2 or Exhibit
G-3, IRS Form W-9, and/or other certification documents from each Beneficial Owner, as applicable; provided that if the
Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest
exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit G-4 on behalf
of each such direct and indirect partner;


 


(C)       any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative 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 Representative or the
Administrative Agent), executed originals of any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in U.S. Federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed
by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be
made; and


(D)       if
a payment made to a Lender under any Loan Document would be subject to U.S. Federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b)
of the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower Representative 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 Representative or the Administrative Agent as may be necessary for
the Borrowers 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 Representative and the Administrative Agent in writing of its
legal inability to do so.






    	 	46 	 



     


    

(g)       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 2.17 (including by the payment of additional amounts
pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent
of indemnity payments made under this Section 2.17 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 (g) (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 (g), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this paragraph (g) 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 giving rise to such refund had never been paid. This paragraph (g) 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.


(h)       Survival.
Each party’s obligations under this Section 2.17 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.


(i)       Defined
Terms. For purposes of this Section 2.17, the term “applicable law” includes FATCA.


SECTION
2.18.     Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) The Borrowers shall make each payment
required to be made by them hereunder (whether of principal, interest or fees, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to 4:00 p.m., New York City time, on the date when due, in immediately available
funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative
Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such
payments shall be made to the Administrative Agent at its offices at 520 Madison Avenue, New York, New York 10022, or to the account
designated by Administrative Agent, except that payments pursuant to Section 2.15, 2.16, 2.17 and 9.03
shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by
it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder
shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and,
in the case of any payment accruing interest, interest thereon shall accrue and be payable for the period of such extension. All
payments hereunder shall be made in Dollars.


(b)       Any
proceeds of Collateral received by the Agents (i) not constituting (A) a specific payment of principal, interest, fees or
other sum payable under the Loan Documents (which shall be applied as specified by the Borrowers) or (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.11), or (ii) after an Event of Default has occurred and is continuing
and the Administrative Agent so elects or the Required Lenders so direct, shall be applied, subject to the terms of the Intercreditor
Agreement, ratably first, to pay any fees, indemnities, or expense reimbursements including amounts then due to the Agents
from the Borrowers, second, to pay any fees or expense reimbursements then due to the Lenders from the Borrowers, third,
to pay interest then due and payable on the Loans ratably, fourth, to prepay principal on the Loans ratably (with amounts
applied to the Term Loans 



    	 	47 	 



     


    

applied to installments of such Loans in inverse
order of maturity), and fifth, to the payment of any other Obligation due to the Agents or any Lender. Notwithstanding
anything to the contrary contained in this Agreement, unless so directed by the Borrower Representative, or unless a Default is
in existence, neither the Administrative Agent nor any Lender shall apply any payment which it receives to any Eurodollar Loan
of a class, except (a) on the expiration date of the Interest Period applicable thereto or (b) in the event, and only
to the extent, that there are no outstanding ABR Loans of the same class and, in any such event, the Borrowers shall pay the break
funding payment required in accordance with Section 2.16. The Administrative Agent and the Lenders shall have the continuing
and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Obligations.


(c)       At
the election of the Administrative Agent, all payments of principal, interest, fees, premiums, reimbursable expenses (including,
without limitation, all reimbursement for fees and expenses pursuant to Section 9.03), and other sums payable under
the Loan Documents, may be paid from the proceeds of Borrowings made hereunder whether made following a request by the Borrower
Representative pursuant to Section 2.03 or a deemed request as provided in this Section or may be deducted from any
deposit account of any Borrower maintained with the Administrative Agent. The Borrowers hereby irrevocably authorize (i) the
Administrative Agent to make a Borrowing for the purpose of paying each payment of principal, interest and fees as it becomes due
hereunder or any other amount due under the Loan Documents and agrees that all such amounts charged shall constitute Loans and
that all such Borrowings shall be deemed to have been requested pursuant to Section 2.03 and (ii) the Administrative
Agent to charge any deposit account of any Borrower maintained with the Administrative Agent for each payment of principal, interest
and fees as it becomes due hereunder or any other amount due under the Loan Documents.


(d)       If,
except as otherwise expressly provided herein, any Lender shall, by exercising any right of set off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater
proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other similarly
situated Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the
Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably
in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; 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 any payment made by the Borrowers pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in
any of its Loans to any assignee or participant, other than to the Borrowers or any Subsidiary or Affiliate thereof (as to which
the provisions of this paragraph shall apply). The Borrowers consent to the foregoing and agree, to the extent they may effectively
do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against
the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor
of the Borrowers in the amount of such participation.


(e)       Unless
the Administrative Agent shall have received notice from the Borrower Representative prior to the date on which any payment is
due to the Administrative Agent for the account of the Lenders hereunder that the Borrowers will not make such payment, the Administrative
Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the
Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with
interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment
to the 



    	 	48 	 



     


    

Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank compensation.


(f)       If
any Lender shall fail to make any payment required to be made by it hereunder, then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), (i) apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations hereunder until all such unsatisfied obligations are fully paid
and/or (ii) hold any such amounts in a segregated account as cash collateral for, and application to, any future funding obligations
of such Lender hereunder; application of amounts pursuant to clauses (i) and (ii) above shall be made
in such order as may be determined by the Administrative Agent in its discretion.


SECTION
2.19.     Mitigation Obligations; Replacement of Lenders.


(a)       If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any Indemnified Taxes
or additional amounts to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17,
then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder
or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15
or 2.17, 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 Borrowers hereby agree to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or assignment.


(b)       If
any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount
to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or if any Lender
becomes a Defaulting Lender, then the Borrowers may, at their 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 Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers
shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or
delayed, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any
such assignment resulting from a claim for compensation under Section 2.15 or payments required to be made pursuant
to Section 2.17, such assignment will result in a reduction in such compensation or payments. A Lender shall not be
required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment and delegation cease to apply.


SECTION
2.20.     Defaulting Lenders. Notwithstanding any provision of this Agreement to the contrary, if any Lender becomes
a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender:


(a)       fees
shall cease to accrue on the unfunded portion of the DDTL Commitment of such Defaulting Lender pursuant to Section 2.12(a);
and


(b)       the
DDTL Commitments or Loans of such Defaulting Lender shall not be included in determining whether the Required Lenders have taken
or may take any action hereunder (including any 



    	 	49 	 



     


    

consent to any amendment, waiver or other modification pursuant to Section 9.02);
provided, that this clause (b) shall not apply to the vote of a Defaulting Lender in the case of an amendment,
waiver or other modification requiring the consent of such Lender or each Lender affected thereby.


SECTION
2.21.     Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of
the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any
Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or
voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or
part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such
payment or proceeds had not been received by the Administrative Agent or such Lender. The provisions of this Section 2.21
shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any
Lender in reliance upon such payment or application of proceeds. The provisions of this Section 2.21 shall survive
the termination of this Agreement.


SECTION
2.22.     Expansion Option.


(a)       The
Borrower Representative may from time to time, upon three Business Days’ notice (or such shorter period as the Administrative
Agent accepts in its sole discretion) to the Administrative Agent (or such lesser notice as agreed to by the Administrative Agent),
add one or more additional tranches of incremental term facilities and/or increase the principal amount of the Term Loans of any
existing class by requesting new term loan commitments to provide such Term Loans (any such new tranche or increase, an “Incremental
Facility” and any loans made pursuant to an Incremental Facility, “Incremental Term Loans”), in each
case in minimum increments of $10,000,000, so long as, after giving effect thereto, the aggregate amount of all such Incremental
Term Loans does not exceed the Incremental Cap. The Borrower Representative may arrange for any tranche or increase, as the case
may be, to be provided by one or more Lenders (each Lender so agreeing to participate in such Incremental Term Loans, an “Increasing
Lender”), or by one or more new banks, financial institutions or other entities (each such new bank, financial institution
or other entity, an “Augmenting Lender”); provided that (i) each Augmenting Lender, shall be subject
to the approval of the Borrower Representative and the Administrative Agent (such approvals not to be unreasonably withheld or
delayed) and (ii) (x) in the case of an Increasing Lender, the Borrower Representative and such Increasing Lender shall execute
an agreement substantially in the form of Exhibit B hereto, and (y) in the case of an Augmenting Lender, the Borrower
Representative and such Augmenting Lender shall execute an agreement substantially in the form of Exhibit C hereto. No consent
of any Lender (other than the Lenders participating in such Incremental Term Loan) shall be required for any Incremental Term Loan
pursuant to this Section 2.22. Incremental Term Loans created pursuant to this Section 2.22 shall become
effective on the date agreed by the Borrower Representative, the Administrative Agent and the relevant Increasing Lenders or Augmenting
Lenders, and the Administrative Agent shall notify each Lender thereof.


(b)       No
Incremental Term Loans shall become effective under this Section unless, (i) on the proposed date of the effectiveness of
such Incremental Term Loans, (x) no Event of Default shall have occurred and be continuing or, in the case of a Permitted Acquisition
or similar committed investment, no Event of Default under clauses (a), (b), (h), (i) or (j)
of the definition thereof shall have occurred and be continuing; provided that in the case of a Limited Condition Acquisition,
at the Borrower Representative’s option, such condition may be tested in accordance with Section 1.04(c) so long as
at the time of the consummation of such Limited Condition Acquisition, no Event of Default under clauses (a), (b),
(h), (i) or (j) of the definition thereof shall have occurred and be continuing, (y) the representations and
warranties set forth in the Loan Documents shall be true and correct in all material respects (except in connection with a Permitted
Acquisition or similar committed investment, which, if and only to the extent agreed by the Lenders providing such Incremental
Term Loans, shall be subject to customary “SunGard” or “certain 



    	 	50 	 



     


    

funds” conditionality), and (z) the Administrative
Agent shall have received a certificate to the effect that the requirements of clauses (i)(x) and (i)(y) have been
complied with dated such date and executed by a Financial Officer of the Borrower Representative and (ii) the Administrative
Agent shall have received documents consistent with those delivered on the Effective Date as to the corporate power and authority
of the Borrowers to borrow hereunder after giving effect to such Incremental Term Loans.


(c)       The
Incremental Facilities shall be subject to the following provisions, as applicable:


(i)       the
Incremental Term Loans (a) shall rank pari passu in right of payment and may rank pari passu or junior
with respect to security with the Secured Obligations (subject, if applicable, to an intercreditor agreement reasonably acceptable
to the Administrative Agent) or be unsecured, (b) if secured, may not be secured by any assets other than Collateral and (c) if
guaranteed, may not be guaranteed by any Person who is not a Loan Party. Any Incremental Facility that is secured on a junior lien
basis to the Secured Obligations will be documented in a separate facility and shall be subject to an intercreditor agreement reasonably
acceptable to the Administrative Agent, and any Incremental Facility that is unsecured will be documented in a separate facility;


(ii)       any
Incremental Term Loans (a) ranking pari passu with respect to security with the Secured Obligations will not have (x) a
maturity date earlier than the Latest Maturity Date
or (y) a shorter Average Life than the remaining Average Life of the then-existing 2020
Extended Term Loans and (b) ranking junior with respect to security with Secured Obligations or which are unsecured
will not have (x) a maturity date prior to the date that is 91 days after the Latest
Maturity Date or (y) a shorter Average Life than the remaining Average Life of the then-existing 2020
Extended Term Loans;


(iii)       the
All-in-Yield (and the components thereof) applicable to any Incremental Facility shall be determined by the applicable Increasing
Lenders and Augmenting Lenders providing such Incremental Facility and the Borrower Representative; provided, that to the
extent any Incremental Facility is entered into, the All-in-Yield in respect of any Incremental Facility that ranks pari passu
in right of payment and security with the then-existing Loans shall not exceed the All-in-Yield for suchthe
2020 Extended Term Loans, as in effect on the date of the funding of such Incremental Facility, plus 0.50%
per annum, unless the All-in-Yield then in effect for such then-existing 2020
Extended Term Loans and the then-existing 2016 Term Loans is increased by an amount equal to the difference between
(A) the All-in-Yield in respect of such Incremental Facility and (B) the All-in-Yield for each of such then-existing 2020
Extended Term Loans, less 0.50% per annum in each case; provided that any increase in All-in-Yield of the
then-existing Term Loans due to the increase in an Adjusted LIBOR Rate or Alternate Base Rate floor on any Incremental Term Loan
shall be effected solely through an increase in any Adjusted LIBOR Rate or Alternate Base Rate floor applicable to such then-existing
Term Loans;


(iv)       (A)
all terms (other than with respect to margin, pricing, maturity or fees) applicable to any Incremental Facility shall be no more
favorable (taken as a whole) to the Lenders providing such Incremental Facility than to the Lenders providing the then-existing
Loans; provided that the terms and conditions applicable to any tranche of Incremental Term Loans maturing after the
Latest Maturity Date may provide for material additional
or different financial or other covenants or prepayment requirements applicable only during periods after the Latest
Maturity Date; and






    	 	51 	 



     


    

(v)       any
prepayment (other than voluntary prepayments under Section 2.11(a)
and scheduled amortization payments) of Incremental Term Loans that are pari passu in right of payment and
pari passu with respect to security with the then-existing Loans shall be made on a pro rata basis with the then-existing
2016 Term Loans and the then-existing 2020 Extended Term
Loans, except that the Borrowers and the Lenders in respect of such Incremental Term Loans shall be permitted, in their sole discretion,
to elect to prepay or receive, as applicable, any prepayments on a less than pro rata basis (but not on a greater than pro
rata basis).


(d)       Incremental
Term Loans may be made hereunder pursuant to an amendment or restatement (an “Incremental Term Loan Amendment”)
of this Agreement and, as appropriate, the other Loan Documents, executed by the Borrowers, each Increasing Lender participating
in such Incremental Facility, each Augmenting Lender participating in such Incremental Facility, if any, and the Administrative
Agent. The Incremental Term Loan Amendment may, without the consent of any other Lenders, effect such amendments to this Agreement
and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent, to effect
the provisions of this Section 2.22. Nothing contained in this Section 2.22 shall constitute, or otherwise
be deemed to be, a commitment on the part of any Lender to provide Incremental Term Loans at any time.


Article
III



Representations and Warranties


Each Loan Party
represents and warrants to the Lenders that:


SECTION
3.01.     Organization; Powers. Each Loan Party and its Subsidiaries is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, has all requisite power and authority to carry on its business
as now conducted and, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, is qualified to do business in, and is in good standing in, every jurisdiction where such
qualification is required.


SECTION
3.02.     Authorization; Enforceability. The Transactions are within each Loan Party’s organizational powers
and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents
to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and
binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.


SECTION
3.03.     Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and
are in full force and effect and except for filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will
not violate any Requirement of Law applicable to any Loan Party or any of its Subsidiaries, (c) will not violate or result
in a default under any indenture, agreement or other instrument binding upon any Loan Party or any of its Subsidiaries or the assets
of any Loan Party or any of its Subsidiaries, or give rise to a right thereunder to require any payment to be made by any Loan
Party or any of its Subsidiaries, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan
Party or any of its Subsidiaries, except Liens created pursuant to the Loan Documents, or subject to the Intercreditor Agreement,
the ABL Loan Documents.






    	 	52 	 



     


    

SECTION
3.04.     Financial Condition; No Material Adverse Change. (a) Holdings has heretofore furnished to the Administrative
Agent and the Lenders (i) the consolidated balance sheet and statements of income, stockholders equity and cash flows of Holdings
and its consolidated Subsidiaries as of and for the Fiscal Year ended December 25, 2015, reported on by BDO USA, LLP, independent
public accountants and (ii) the unaudited interim consolidated balance sheet of Holdings and its consolidated Subsidiaries dated
March 25, 2016 and the related statements of income and cash flows for the three (3) fiscal months then ended. Such financial statements
present fairly, in all material respects, the financial position and results of operations and cash flows of Holdings and its consolidated
Subsidiaries as of such date and for such period in accordance with GAAP, subject to year-end audit adjustments and the absence
of footnotes in the case of the statements referred to in clause (ii) above.


(b)       Holdings
has heretofore furnished to the Administrative Agent and the Lenders projected balance sheets, income statements and statements
of cash flows of Holdings and its Subsidiaries for Fiscal Years 2016 through 2020. Such projections were prepared in good faith
based upon assumptions believed to be reasonable at the time delivered and, if such projected financial information was delivered
prior to the Effective Date, as of the Effective Date, and Holdings is not aware of any facts or information that would lead it
to believe that such projections are incorrect or misleading in any material respect.


(c)       No
event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect, since
December 25, 2015.


SECTION
3.05.     Properties. (a) As of the Effective Date, Schedule 3.05 sets forth the address of each parcel
of real property that is owned or leased by each Loan Party (and indicates whether any such real property constitutes an Excluded
Asset). Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and effect,
and no default by any party to any such lease or sublease exists. Each of the Loan Parties and its Subsidiaries has good and indefeasible
title to, or valid leasehold interests in, all of its real and personal property, free of all Liens (other than those permitted
by Section 6.02). All such property is in good working order and condition, ordinary wear and tear and damage by casualty
excepted.


(b)       Each
Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property necessary to its business as currently conducted, a correct and complete list of which, as of the Effective Date, is set
forth on Schedule 3.05, and the use thereof by each Loan Party and its Subsidiaries does not infringe upon the rights
of any other Person, except for such infringements which, individually or in the aggregate, could not reasonably be expected to
have a Material Adverse Effect, and, except as set forth on Schedule 3.05, each Loan Party’s rights thereto are
not subject to any licensing agreement or similar arrangement. Schedule 3.05 sets forth a complete and accurate list
of all intellectual property owned by each Loan Party as of the Effective Date. No slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party infringes
upon or conflicts with any rights owned by any other Person, and no claim or litigation regarding any of the foregoing is pending
or, to the knowledge of any Loan Party, threatened, except for such infringements and conflicts which could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect.


SECTION
3.06.     Litigation and Environmental Matters. (a) Except as set forth on Schedule 3.06, there are no
actions, suits or proceedings by or before any arbitrator or Governmental Authority (including, without limitation, the FDA) pending
against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries (i) as
to which there is a reasonable possibility of an adverse determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect or (ii) that involve the Loan Documents.






    	 	53 	 



     


    

(b)       Except
for the matters disclosed on Schedule 3.06, (i) no Loan Party or any Subsidiary has received notice of any claim
with respect to any Environmental Liability that, individually or in the aggregate, could not reasonably be expected to result
in liability to the Loan Parties in excess of $10,000,000 in the aggregate and (ii) except with respect to any other matters
that, individually or in the aggregate, could not reasonably be expected to result in liability to the Loan Parties in excess of
$10,000,000 in the aggregate, no Loan Party nor any Subsidiary (1) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any Environmental Law or (2) has become subject
to any Environmental Liability or knows of any basis for any Environmental Liability.


SECTION
3.07.     Compliance with Laws and Agreements. Each Loan Party and its Subsidiaries is in compliance with all Requirements
of Law applicable to it or its property and all indentures, agreements and other instruments binding upon it or its property, except
where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect. No Default has occurred and is continuing.


SECTION
3.08.     Investment Company Status; Margin Stock. No Loan Party or any Subsidiary is an “investment company”
as defined in, or subject to regulation under, the Investment Company Act of 1940. No Loan Party or any Subsidiary is engaged in
the business of extending credit for the purpose of, and no proceeds of any Loan or other extensions of credit hereunder will be
used for the purpose of, buying or carrying margin stock (within the meaning of Regulation U of the Federal Reserve Board)
or extending credit to others for the purpose of purchasing or carrying any such margin stock, in each case in contravention of
Regulation T, U or X of the Federal Reserve Board.


SECTION
3.09.     Taxes. Each Loan Party and its Subsidiaries has timely filed or caused to be filed all Federal, state and
other material Tax returns and other material reports required to have been filed and has paid or caused to be paid all Taxes required
to have been paid by it, except Taxes that are being contested in good faith by appropriate proceedings and for which such Loan
Party or such Subsidiary, as applicable, has set aside on its books adequate reserves. No tax liens have been filed and no claims
are being asserted with respect to any such taxes, other than Permitted Encumbrances.


SECTION
3.10.     ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all
other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material
Adverse Effect. All minimum required contributions (within the meaning of Section 430 of the Code) have been timely made with
respect to each Plan. Each employee benefit pension plan (within the meaning of Section 3(2) of ERISA) maintained or sponsored
by a Loan Party, or under which a Loan Party has any liability, which is intended to be qualified under Section 401(a) of
the Code, has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, and,
except as could not reasonably be expected to result in a Material Adverse Effect, no event or condition exists which could reasonably
be expected to jeopardize such qualified status. Except as could not reasonably be expected to result in a Material Adverse Effect,
no Loan Party has any obligation to provide post-retirement health care benefits to any individual other than as required under
the Consolidated Omnibus Budget Reconciliation Act of 1985, or other similar state law.


SECTION
3.11.     Disclosure. Each Loan Party has disclosed to the Lenders all agreements, instruments and corporate or other
restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates
or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the
negotiation of this Agreement or any other Loan Document (as modified or 



    	 	54 	 



     


    

supplemented by other information so furnished) contains
any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading in any material respect; provided that, with respect to projected
financial information, the Loan Parties each represent only that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time delivered and, if such projected financial information was delivered prior to the Effective
Date, as of the Effective Date.


SECTION
3.12.     Material Agreements. No Loan Party is in default in the performance, observance or fulfillment of any of
the obligations, covenants or conditions contained in any agreement or contract listed on Schedule 3.12.


SECTION
3.13.     Solvency. (a) Immediately after the consummation of the Transactions to occur on the Effective Date, (i) the
fair value of the assets of each Loan Party, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent
or otherwise; (ii) the present fair saleable value of the property of each Loan Party will be greater than the amount that
will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such
debts and other liabilities become absolute and matured; (iii) each Loan Party will be able to pay its debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) no Loan Party will
have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and
is proposed to be conducted after the Effective Date.


(b)       No
Loan Party intends to, or will permit any Subsidiary to, and no Loan Party believes that it or any Subsidiary will, incur debts
beyond its ability to pay such debts as they mature, taking into account the timing of and amounts of cash to be received by it
or any such Subsidiary and the timing of the amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness
of any such Subsidiary.


SECTION
3.14.     Insurance. As of the Effective Date, Schedule 3.14 sets forth a description of all insurance
maintained by or on behalf of the Loan Parties and the Subsidiaries, and all premiums due and owing in respect of such insurance
have been paid. The Borrowers and Holdings believe that the insurance maintained by or on behalf of Holdings and its Subsidiaries
is accurate.


SECTION
3.15.     Capitalization and Subsidiaries. Schedule 3.15 sets forth (a) a true and complete listing
of each class of each Loan Party’s and Subsidiary’s authorized Equity Interests and the holders thereof; provided
that with respect to Holdings, Schedule 3.15 only lists those holders owning at least 5% of the Equity Interests of
Holdings as of the Effective Date, and (b) the type of entity and jurisdiction of organization of Holdings and each of its
Subsidiaries. All of the issued and outstanding Equity Interests of each Loan Party and the Subsidiaries have been duly authorized
and issued and are fully paid and non-assessable and, except as set forth on Schedule 3.15, no holder of such Equity
Interest is entitled to any preemptive, first refusal or other similar rights.


SECTION
3.16.     Security Interest in Collateral. The provisions of this Agreement and the other Loan Documents create legal
and valid Liens on all the Collateral in favor of the Collateral Agent, for the benefit of the Collateral Agent and the Secured
Parties, and such Liens constitute perfected and continuing Liens on the Collateral, securing the Secured Obligations, enforceable
against the applicable Loan Party and all third parties, and having priority over all other Liens on the Collateral except in the
case of (a) Liens permitted by Section 6.02, to the extent any such Liens (to the extent permitted by Section 6.02)
would have priority over the Liens in favor of the Collateral Agent pursuant to any applicable law or agreement, (b) Liens
perfected only by possession (including possession of any certificate of title) to the extent the Collateral Agent has not obtained
or does not maintain possession of such Collateral, (c) Liens 



    	 	55 	 



     


    

on intellectual property perfected only by making filings with
the applicable Governmental Authority to the extent such filings have not been made, (d) assets subject to certificates of
title, (e) Excluded Assets, (f) letter-of-credit rights with respect to letters of credit in an amount, in each case, of less than
$1,000,000 and (g) commercial tort claims having a value, in each case, of less than $1,000,000.


SECTION
3.17.     Employment Matters. As of the Effective Date, there are no strikes, lockouts or slowdowns against any Loan
Party or any Subsidiary pending or, to the knowledge of the Borrowers, threatened. The hours worked by and payments made to employees
of the Loan Parties and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Federal,
state, local or foreign law dealing with such matters, except to the extent the failure to so comply with such acts and laws could
not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. All payments due from any
Loan Party or any Subsidiary, or for which any claim may be made against any Loan Party or any Subsidiary, on account of wages
and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of the Loan
Party or such Subsidiary.


SECTION
3.18.     Nature of Business; Permits and Licenses; Tradenames. (a) No Loan Party or Subsidiary is engaged in any
business other than those engaged in on the Effective Date and those reasonably related, complementary or ancillary thereto or
a logical extension thereof (including, without limitation, food and beverage service, distribution, wholesale and retail).


(b)       Each
Loan Party has, and is in compliance with, all Governmental Permits and all permits, licenses, authorizations, approvals, entitlements
and accreditations required for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently owned,
leased, managed or operated, or to be acquired, by such Person, except to the extent that the failure to have or be in compliance
with all such Governmental Permits, permits, licenses, authorizations, approvals, entitlements and accreditations could not reasonably
be expected to result in a Material Adverse Effect. No condition exists or event has occurred which, in itself or with the giving
of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such
permit, license, authorization, approval, entitlement or accreditation, except that could not reasonably be expected to result
in a Material Adverse Effect, and there is no claim that any thereof is not in full force and effect.


(c)       As
of the Effective Date, Schedule 3.18 hereto sets forth a complete and accurate list of all trade names, business names
or similar appellations used by each Loan Party or Subsidiary or any of their divisions or other business units during the past
five years.


SECTION
3.19.     Location of Bank Accounts. As of the Effective Date, Schedule 3.19 sets forth a complete and
accurate list of all deposit, checking and other bank accounts, all securities and other accounts maintained with any broker dealer
and all other similar accounts maintained by or for the benefit of each Loan Party and Subsidiary, together with a description
thereof (i.e., the bank or broker dealer at which such deposit or other account is maintained and the account number and the purpose
thereof).


SECTION
3.20.     [Intentionally Omitted].


SECTION
3.21.     Customers and Suppliers. There exists no actual or, to the knowledge of any Loan Party, threatened termination,
cancellation or limitation of, or modification to or change in, the business relationship between (1) any Loan Party, on the
one hand, and any customer or any group thereof, on the other hand, whose agreements with any Loan Party are individually or in
the aggregate material to the business or operations of such Loan Party, or (2) any Loan Party, on the one hand, and any material
supplier thereof, on the other hand, except, under clauses (i) or (ii), as could not reasonably be expected
to have a Material Adverse Effect; and, to the knowledge of each Loan Party, there exists no present state of 



    	 	56 	 



     


    

facts or circumstances
that could give rise to or result in any such termination, cancellation, limitation, modification or change, except, in each case,
as could not reasonably be expected to have a Material Adverse Effect.


SECTION
3.22.     Affiliate Transactions. Except as set forth on Schedule 3.22, as of the Effective Date, there
are no existing or proposed agreements, arrangements, understandings, or transactions between any Loan Party and any of the officers,
members, managers, directors, stockholders, parents, other interest holders, employees, or Affiliates (other than Subsidiaries)
of any Loan Party or any members of their respective immediate families, and none of the foregoing Persons are directly or indirectly
indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of any Loan Party or any
Person with which any Loan Party has a business relationship or which competes with any Loan Party (except that any such Persons
may own stock in (but not exceeding 2.0% of the outstanding Equity Interests of) any publicly traded company that may compete with
a Loan Party.


SECTION
3.23.     Common Enterprise. The successful operation and condition of each of the Loan Parties is dependent on the
continued successful performance of the functions of the group of the Loan Parties as a whole and the successful operation of each
of the Loan Parties is dependent on the successful performance and operation of each other Loan Party. Each Loan Party expects
to derive benefit (and its board of directors or other governing body has determined that it may reasonably be expected to derive
benefit), directly and indirectly, from (i) successful operations of each of the other Loan Parties and (ii) the credit
extended by the Lenders to the Borrowers hereunder, both in their separate capacities and as members of the group of companies.
Each Loan Party has determined that execution, delivery, and performance of this Agreement and any other Loan Documents to be executed
by such Loan Party is within its purpose, in furtherance of its direct and/or indirect business interests, will be of direct and/or
indirect benefit to such Loan Party, and is in its best interest.


SECTION
3.24.     Foreign Assets Control Regulations and Anti-Money Laundering. Each Loan Party and Subsidiary is and will
remain in compliance in all material respects with all U.S. economic sanctions laws, executive orders and implementing regulations
as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all
applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued
pursuant to it. No Loan Party and no Subsidiary or Affiliate of a Loan Party (i) is a Person designated by the U.S. government
on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person
cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic
sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is
controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or
acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target
of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document
would be prohibited under U.S. law.


SECTION
3.25.     Patriot Act and Beneficial Ownership Regulation.
The Loan Parties, the Subsidiaries and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act,
and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V,
as amended) and any other enabling legislation or executive order relating thereto, (b) the Act and (c) other federal
or state laws relating to “know your customer” and anti-money laundering rules and regulations,
including the Patriot Act and the Beneficial Ownership Regulation. No part of the proceeds of any Loan will be used
directly or indirectly for any payments to any government official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or
obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977.






    	 	57 	 



     


    

SECTION
3.26.     FDA Matters.


(a)       Except
as noted in paragraph (b), Borrowers, their Subsidiaries and the operation of their respective food facilities in the
United States are in compliance with and are not in violation of all applicable Requirements of Law (including the FDC Act), regulations,
rules, standards, guidelines, policies, and orders administered or issued by the FDA or any comparable Governmental Authority (including,
without limitation, as applicable, the Bioterrorism Act (21 CFR 1.326-1.368), prohibited cattle materials (21 CFR 189.5), import
notification requirements (21 CFR 1.276-1.285)), except for failures to comply or violations that, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect.


(b)       Since
December 25, 2015, no Governmental Authority has served notice on any Loan Party or its Subsidiaries that the business or
the assets of the Loan Parties or their Subsidiaries, may be, or are in material violation of any Requirement of Law or the subject
of any material investigation, except for violations or investigations that, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.


(c)       Since
December 25, 2015, no Loan Party or its Subsidiaries has received notice from any Governmental Authority nor does any Loan
Party have any knowledge that there are any circumstances currently existing which would be reasonably likely to lead to any loss
of or refusal to renew any material governmental licenses, permits, registrations, product registrations, Governmental Permits,
approvals, authorizations related to the business and that the terms of all such licenses, permits, registrations, product registrations,
governmental permits, approvals, and authorizations currently in force, except for any notice or circumstance that, individually
or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


(d)       The
Loan Parties have no knowledge of any acts with respect to their food business or products that furnish a reasonable basis for
a warning letter, untitled letter, Section 305 notice, or other similar communication from FDA or any Governmental Authority,
except for any acts that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.


(e)       The
Loan Parties have no knowledge of any existing obligation of a Loan Party arising under any administrative or regulatory action,
FDA inspection, FDA warning letter, FDA notice of violation letter, or other notice, response or commitment made to or with FDA
or any Governmental Authority with respect to their food and food product business, except for any acts that, individually or in
the aggregate, could not reasonably be expected to result a Material Adverse Effect.


Article
IV



Conditions


SECTION
4.01.     Effective Date. The obligations of the Lenders to make Loans hereunder shall not become effective until
the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):


(a)       The
Administrative Agent (or its counsel) shall have received (i) from each party hereto either (A) a counterpart of this
Agreement signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include
telecopy or electronic transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement and (ii) duly executed copies of the other Loan Documents and such other legal opinions, certificates, documents,
instruments and agreements as the Administrative Agent shall reasonably request in connection with the 



    	 	58 	 



     


    

Transactions, all in form
and substance satisfactory to the Administrative Agent and its counsel and as further described in the list of closing documents
attached as Exhibit D.


(b)       The
Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent and the Lenders and
dated the Effective Date) of Shearman & Sterling LLP and other applicable local counsel for the Loan Parties in form and substance
reasonably acceptable to the Administrative Agent. The Borrowers hereby request such counsel to deliver such opinion.


(c)       The
Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the initial Loan Parties, the authorization of the Transactions
and any other legal matters relating to such Loan Parties, the Loan Documents or the Transactions, all in form and substance satisfactory
to the Administrative Agent and its counsel and as further described in the list of closing documents attached as Exhibit D.


(d)       The
Administrative Agent shall have received a certificate, dated the Effective Date and signed by the President, a Vice President
or a Financial Officer of the Borrower Representative, certifying (i) that the representations and warranties contained in the
Loan Documents are true and correct in all material respects (provided that any representation or warranty that is qualified by
materiality or Material Adverse Effect shall be true and correct in all respects) as of such date except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects
(or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, in all respects) as of
such earlier date; and (ii) that no Default or Event of Default has occurred and is continuing as of such date.


(e)       The
Administrative Agent shall have (i) entered into the Intercreditor Agreement with the ABL Agent and the Loan Parties and (ii) received
evidence reasonably satisfactory to it that (x) each of the conditions precedent (other than the effectiveness of this Agreement)
for the effectiveness of the ABL Loan Documents has been satisfied and (y) the lenders under the ABL Loan Documents have committed
to provide Holdings and/or its Subsidiaries with loans in an aggregate gross principal amount equal to $75,000,000 pursuant to
the asset-based lending facility evidenced by the ABL Loan Documents. Each such ABL Loan Document shall be in form and substance
reasonably satisfactory to the Administrative Agent.


(f)       The
Administrative Agent shall have received pay-off letters in form and substance reasonably satisfactory to the Administrative Agent
in respect of (i) the Amended and Restated Credit Agreement dated as of April 17, 2013, by and among Dairyland USA Corporation,
The Chefs’ Warehouse Mid-Atlantic, LLC, Bel Canto Foods, LLC, The Chefs’ Warehouse West Coast, LLC, and The Chefs’
Warehouse of Florida, LLC, as borrowers, the other loan parties thereto, the lenders party thereto, and JPMorgan Chase Bank, N.A.,
as Administrative Agent and Collateral Agent, as amended, and (ii) that certain Note Purchase and Guarantee Agreement dated as
of April 17, 2013 by and among the Loan Parties party thereto and the purchasers named therein, in each case, confirming that all
Liens upon any of the property of the Loan Parties constituting Collateral will be terminated concurrently with the payment of
existing Indebtedness thereunder from the proceeds of the initial Borrowing and the initial borrowing under the ABL Facility on
the Effective Date.


(g)       The
Administrative Agent shall have received all fees and other amounts due and payable on or prior to the Effective Date, including,
to the extent invoiced at least one (1) Business Day prior to the Effective Date, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrowers hereunder.






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The Administrative Agent shall notify
the Borrower Representative and the Lenders of the Effective Date, and such notice shall be conclusive and binding.


SECTION
4.02.      Each Credit Event. The obligation of each Lender to make a Loan on the occasion of any Borrowing is subject
to the satisfaction of the following conditions (unless waived or otherwise agreed by each such Lender):


(a)       Except
as otherwise expressly contemplated by Sections 1.04(c) and 2.20, the representations and warranties of the Loan
Parties contained in the Loan Documents are true and correct in all material respects (provided that any representation
or warranty that is qualified by materiality or Material Adverse Effect shall be true and correct in all respects) on and as of
the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date,
in which case they are true and correct in all material respects (or, in the case of any representation or warranty qualified by
materiality or Material Adverse Effect, in all respects) as of such earlier date.


(b)       Except
as otherwise expressly contemplated by Sections 1.04(c) and 2.20, at the time of and immediately after giving effect
to such Borrowing, no Default shall have occurred and be continuing.


The request for and acceptance of each
Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof as to the matters specified
in paragraphs (a) and (b) of this Section.


SECTION
4.03.     Delayed Draw Term Loans. The obligation of each DDTL Lender to make a Delayed Draw Term Loan is subject
to the satisfaction of the following conditions (in addition to those set forth in Section 4.02 above) (unless waived by
the Required DDTL Lenders and the Required Lenders):


(a)       (i)
the Total Leverage Ratio would not exceed 4.90:1.00 calculated on a pro forma basis (including the application of the proceeds
of any Delayed Draw Term Loans) as of the last day of the most recent Fiscal Quarter for which financial statements shall have
been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements,
as of the last Fiscal Quarter included in the financial statements referred to in Section 3.04(a)) and (ii) the Borrower
Representative shall have delivered to the Administrative Agent a certificate of a Financial Officer of Holdings, setting forth
reasonably detailed calculations demonstrating the satisfaction of the condition appearing in clause (i) above; and


(b)       the
Administrative Agent shall have received a certificate, dated the date of the applicable Borrowing and signed by the President,
a Vice President or a Financial Officer of the Borrower Representative, certifying (i) that, except as otherwise expressly contemplated
by Sections 1.04(c), the representations and warranties contained in the Loan Documents are true and correct in all material
respects (provided that any representation or warranty that is qualified by materiality or Material Adverse Effect shall
be true and correct in all respects) as of such date except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct in all material respects (or, in the case of any representation
or warranty qualified by materiality or Material Adverse Effect, in all respects) as of such earlier date, (ii) that, except as
otherwise expressly contemplated by Sections 1.04(c), no Default or Event of Default has occurred and is continuing as of
such date, (iii) that the proceeds from the applicable Borrowing shall be used in accordance with the terms of Section 5.08
and (iv) if applicable, as to the name of the target of, or the seller of the assets that are being acquired in connection with,
the Permitted Acquisition being funded by such Delayed Draw Term Loans; and






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The request for and acceptance of each
Delayed Draw Term Loan Borrowing shall be deemed to constitute a representation and warranty by the Borrowers on the date thereof
as to the matters specified in this Section.


Article
V



Affirmative Covenants


Until the DDTL Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder have been paid in
full (other than contingent indemnification obligations for which no claim has been made), in any case, in a manner acceptable
to Administrative Agent in its sole discretion, each Loan Party executing this Agreement covenants and agrees, jointly and severally
with all of the other Loan Parties, with the Lenders that:


SECTION
5.01.     Financial Statements and Other Information. The Borrowers will furnish to the Administrative Agent and each
Lender:


(a)       within
ninety (90) days after the end of each Fiscal Year of Holdings and its Subsidiaries, its audited consolidated balance sheet and
related statements of operations, stockholders’ equity and cash flows as of the end of and for Fiscal Year, setting forth
in each case in comparative form the figures for the previous Fiscal Year, all reported on by independent public accountants of
recognized national standing selected by Holdings and reasonably satisfactory to the Administrative Agent (without a “going
concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to
the effect that such consolidated financial statements present fairly in all material respects the financial condition and results
of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, accompanied
by any management letter prepared by said accountants;


(b)       within
forty-five (45) days after the end of each of the first three Fiscal Quarters of each Fiscal Year, its consolidated balance sheet
and related statements of operations and consolidated statements of cash flows as of the end of and for such Fiscal Quarter and
the then elapsed portion of such Fiscal Year, setting forth in comparative form the actual figures for the corresponding period
or periods of (or, in the case of the balance sheet, as of the end of) the previous Fiscal Year;


(c)       concurrently
with any delivery of financial statements under clause (a) or (b) above, a Financials Certificate (i) certifying,
in the case of the financial statements delivered under clause (b), as presenting fairly in all material respects the
financial condition and results of operations of Holdings and its consolidated Subsidiaries on a consolidated basis in accordance
with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, (ii) certifying
as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, (iii) stating whether any change in GAAP or in the application thereof has occurred since
the date of the audited financial statements referred to in Section 3.04 and, if any such change has occurred, specifying
the effect of such change on the financial statements accompanying such certificate and (iv) that is accompanied by updated versions
of the Schedules to the Security Agreement, as required under Section 4.16 of the Security Agreement; provided that,
if there have been no changes to any such Schedules since the previous updating thereof, it shall be indicated that there has been
“no change” to the applicable Schedule(s);


(d)       with
respect to each Fiscal Month that ends on or after the First Amendment Date and prior to the Closing Date Leverage Restoration
Date, within thirty (30) days after the end of each of the first two Fiscal Months of each Fiscal Quarter, Holdings’ consolidated
balance sheet and related statements of operations and consolidated statements of cash flows in the form prepared by management
of Holdings 



    	 	61 	 



     


    

as of the end of and for such Fiscal Month and the then elapsed portion of such Fiscal Year, setting forth in comparative
form the actual figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the
previous Fiscal Year;


(e)       as
soon as available but in any event no later than 30 days after the commencement of each Fiscal Year of Holdings, a copy of the
plan and forecast (including a projected consolidated balance sheet, income statement and funds flow statement) of Holdings and
its Subsidiaries for each Fiscal Quarter of such Fiscal Year (the “Projections”) in form reasonably satisfactory
to the Administrative Agent (including the Fiscal Month end dates for such Fiscal Year);


(f)
[Intentionally Omitted];


(f)       on
the first Business Day after the end of each Fiscal Quarter of Holdings and its Subsidiaries (commencing with the Fiscal Quarter
ending June 30, 2020), the Borrower Representative will deliver a report of Liquidity to the Administrative Agent (which report
shall be promptly distributed by the Administrative Agent to the Lenders) consisting of a compliance certificate as to Liquidity,
attaching reasonably detailed calculations with respect thereto, as of the last day of such Fiscal Quarter (each such date, a “Testing
Date”); provided, however, if (i) Availability (as defined in the ABL Facility) on such Testing Date shall equal or exceed
the Minimum Liquidity Requirement Amount or (ii) EBITDA for the Fiscal Quarter ending on such Testing Date shall equal or exceed
$10,000,000, a compliance certificate shall not be required to be delivered for such Fiscal Quarter;


(g)       (i)
promptly after the same become publicly available (but in no event later than one (1) Business Day after filing any quarterly reports),
notice that any periodic and other reports, proxy statements and other materials have been filed by any Loan Party or any Subsidiary
with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities
exchange, or copies of any materials otherwise distributed by any Loan Party to its shareholders generally, as the case may be
and (ii) promptly after the sending thereof, a copy of each financial statement, report, notice or proxy statement sent by any
Loan Party or any Subsidiary to the ABL Agent under the ABL Facility;


(h)       promptly
after submission to any Governmental Authority, all documents and information furnished to such Governmental Authority in connection
with any investigation of any Loan Party other than routine inquiries by such Governmental Authority, except to the extent any
such documents or information are subject to attorney-client privilege or attorney work-product privilege; provided, however,
for the sake of clarity, it is the intent of the Loan Parties that the disclosure of such documents or information to the Administrative
Agent or any Lender shall not, to the fullest extent permitted by law, be deemed to waive any attorney-client privilege, attorney
work-product or other applicable legal privilege or immunity that could otherwise be asserted against any third parties that are
not parties to this Agreement;


(i)       promptly
upon receipt thereof, copies of all financial reports (including, without limitation, management letters), if any, submitted to
any Loan Party by its auditors in connection with any annual or interim audit of the books thereof;


(j)       promptly
following any reasonable request therefor, such other information regarding the operations, business affairs and financial condition
of the Loan Parties or any Subsidiary, or compliance with the terms of this Agreement, as the Administrative Agent or any Lender
may reasonably request; and






    	 	62 	 



     


    

(k)       promptly
following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for
purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership
Regulation or other applicable anti-money laundering laws.


Documents required to be delivered pursuant
to clauses (a), (b) and (g) of this Section 5.01 may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date on which such documents are filed for public availability on the
SEC’s Electronic Data Gathering and Retrieval System; provided that the Borrower Representative shall notify (which
may be by facsimile or electronic mail) the Administrative Agent of the filing of any such documents and provide to the Administrative
Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein,
in every instance the Borrower Representative shall be required to provide paper copies of the Financials Certificates required
by clause (c) of this Section 5.01 to the Administrative Agent.


SECTION
5.02.     Notices of Material Events. The Loan Parties will furnish to the Administrative Agent and each Lender prompt
(but in any event within any time period that may be specified below) written notice of the following:


(a)       within
three (3) Business Days after any Authorized Officer of a Loan Party knows of the occurrence of a Default, the occurrence of any
Default;


(b)       the
filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or affecting
any Loan Party or any Affiliate thereof in which the amount involved (not covered by an unaffiliated insurance carrier that has
not denied coverage) is greater than $5,000,000 and that, if adversely determined, could reasonably be expected to result in a
Material Adverse Effect;


(c)       any
Lien (other than Liens permitted by Section 6.02) or claim made or asserted against any of the Collateral;


(d)       the
occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, could reasonably be expected
to result in a Material Adverse Effect;


(e)       within
ten (10) days after receipt thereof, copies of any Form FDA-483 and all responses to Form FDA-483 observations; and


(f)       any
other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.


Each notice delivered under this Section
shall be accompanied by a statement of a Financial Officer or other executive officer of the Borrower Representative setting forth
the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.


SECTION
5.03.     Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, (a) do or
cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights,
qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits
material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which
its business is conducted, in each case, except where the failure to do so could not reasonably be expected to result in a Material
Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted
under Section 6.03, and (b) carry on and conduct its business in substantially the same manner and in 



    	 	63 	 



     


    

substantially
the same fields of enterprise (including, without limitation, food and beverage service, distribution, wholesale or retail) as
it is on the Effective Date.


SECTION
5.04.     Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge all Material
Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in
default, except (a) where (i) the validity or amount thereof is being contested in good faith by appropriate proceedings,
(ii) such Loan Party or Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP
and (iii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse
Effect or (b) with respect to Restricted Payments.


SECTION
5.05.     Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to, keep and maintain all
tangible property material to the conduct of its business in good working order and condition, ordinary wear and tear and casualty
excepted.


SECTION
5.06.     Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to, (a) keep
proper books of record and account in which full, true and correct entries are made of all dealings and transactions in relation
to its business and activities and (b) permit any representatives designated by either Agent or any Lender (including employees
of either Agent, any Lender or any consultants, accountants, lawyers and appraisers retained by either Agent), upon reasonable
prior notice and without unreasonable disruption to the business of the Loan Parties, to visit and inspect its properties, to examine
and make extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably requested; provided that, notwithstanding anything
herein to the contrary, unless an Event of Default has occurred and is continuing, the Loan Parties shall not be required to reimburse
the Agents for more than two (2) such visits and inspections per calendar year. Each Loan Party acknowledges that either Agent,
after exercising its rights of inspection, may prepare and distribute to the Lenders certain reports pertaining to Holdings and
its Subsidiaries’ assets for internal use by the Agents and the Lenders.


SECTION
5.07.     Compliance with Laws. Each Loan Party will, and will cause each Subsidiary to, comply with all Requirements
of Law applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably
be expected to result in a Material Adverse Effect.


SECTION
5.08.     Use of Proceeds. The proceeds of the initial Term Loans will be used only to repay existing Indebtedness,
pay transaction costs, fees and expenses associated with this Agreement and the Transactions, to pay for Capital Expenditures and
Permitted Acquisitions and to fund the working capital needs, and for general corporate purposes of the Borrowers and their Subsidiaries
in the ordinary course of business. The proceeds of the Delayed Draw Term Loans will be used to pay for Permitted Acquisitions
(including to repay existing Indebtedness in connection therewith). The proceeds of the Incremental Term Loans will be used to
pay for Permitted Acquisitions (including to repay existing Indebtedness in connection therewith) and for general corporate purposes
of the Borrowers and their Subsidiaries in the ordinary course of business. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations
T, U and X.


SECTION
5.09.      Insurance. Each Loan Party will, and will cause each Subsidiary to, maintain with financially sound and
reputable third-party carriers having a financial strength rating of at least A- by A.M. Best Company (a) insurance in
such amounts and against such risks (including loss or damage by fire and loss in transit; theft, burglary, pilferage, larceny,
embezzlement, and other criminal activities; business interruption; and general liability) and such other hazards, in each case,
after giving 



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effect to any self-insurance programs, as is customarily maintained by companies of established repute engaged in
the same or similar businesses operating in the same or similar locations and (b) all insurance required pursuant to the Collateral
Documents; provided that Holdings, the Borrowers and their Subsidiaries may self-insure to the extent consistent with prudent business
practice. The Borrowers will furnish to the Lenders, upon request of either Agent, information in reasonable detail as to the insurance
so maintained and, on or prior to the Effective Date, certificates of insurance summarizing the insurance policies of the Loan
Parties. Each such policy of insurance shall (i) in the case of each liability policy, name Collateral Agent on behalf of the Secured
Parties as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy
contain a loss payable clause or endorsement that names Collateral Agent, on behalf of the Secured Parties, as the loss payee thereunder
and, to the extent available, provide for at least thirty (30) days’ prior written notice to Administrative Agent of any
cancellation of such policy (or ten (10) days’ prior written notice in the case of cancellation for the failure to pay any
premiums thereunder) provided that to the extent that the requirements of this sentence are not satisfied on the Effective
Date, the Loan Parties may satisfy such requirements within ninety (90) days of the Effective Date (or such later date as the Administrative
Agent may agree in its sole discretion). The Borrower Representative will furnish to the Administrative Agent and the Lenders prompt
written notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action
or proceeding for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by
condemnation or similar proceeding.


SECTION
5.10.     Casualty and Condemnation. The Borrowers will (a) furnish to the Agents and the Lenders prompt written
notice of any casualty or other insured damage to any material portion of the Collateral or the commencement of any action or proceeding
for the taking of any material portion of the Collateral or interest therein under power of eminent domain or by condemnation or
similar proceeding and (b) ensure that the Net Proceeds of any such event (whether in the form of insurance proceeds, condemnation
awards or otherwise) are collected and applied in accordance with the applicable provisions of this Agreement and the Collateral
Documents.


SECTION 5.11.     [Intentionally
Omitted]


SECTION 5.12.     [Intentionally
Omitted]


SECTION
5.13.     Additional Collateral; Further Assurances. (a) Each Borrower and each Subsidiary that is a Loan Party will
cause each of its Domestic Subsidiaries that is not a FSHCO formed or acquired after the Effective Date and any Excluded Subsidiary
at such time as it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within
thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion, but
in no event later than the date such Domestic Subsidiary becomes an obligor or guarantor in respect of the ABL Facility) of such
formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence
as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational
and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Agents. Upon execution
and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of
the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Collateral
Agent, for the benefit of the Collateral Agent and the other Secured Parties, in any property of such Loan Party which constitutes
Collateral, including any real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.13
shall be construed as a consent to form or acquire any Subsidiary after the Effective Date that is not otherwise expressly permitted
herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required
to become a Loan Party.






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(b)       Without
limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will (i) cause 100% of the issued
and outstanding non-voting Equity Interests and the Applicable Pledge Percentage of the issued and outstanding Equity Interests
of each Pledge Subsidiary to be subject at all times to a first priority, perfected Lien in favor of the Collateral Agent for the
benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral
Documents or such other security documents as the Collateral Agent shall reasonably request and (ii) deliver Mortgages and
Mortgage Instruments with respect to real property owned by such Loan Party with a fair market value in excess of $5,000,000 (other
than with respect to Excluded Assets) to the extent reasonably required by the Collateral Agent, (x) with respect to such real
property owned on the Effective Date, within ninety (90) days after the Effective Date and (y) with respect to such real property
acquired after the Effective Date, within ninety (90) days after the date such real property is acquired by a Loan Party.


(c)       Without
limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and
delivered, to the Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further
actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents
and such other actions or deliveries which may be required by any Requirement of Law or which the Collateral Agent may, from time
to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure
perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form reasonably satisfactory
to the Administrative Agent and at the expense of the Loan Parties.


(d)       If
any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting
Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof),
the Borrower Representative will take, and cause each Subsidiary that is a Loan Party to take, such actions as shall be necessary
or reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in paragraph (c)
of this Section, all at the expense of the Loan Parties.


(e)       If,
at any time after the Effective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or
grant a Lien on any assets (other than Excluded Assets) to secure, the ABL Obligations, any Subordinated Indebtedness or any other
Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower Representative shall promptly notify the Administrative
Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Collateral Agent) cause such Subsidiary
to comply with Section 5.13(a) and (b) (but without giving effect to the 30-day grace period provided in Section
5.13(a) and provided, that the grace period in Section 5.13(b)(ii) shall apply).


(f)       Notwithstanding
anything to the contrary in this Agreement or any other Loan Document, the Collateral Agent may grant extensions of time for, or
waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and
surveys with respect to, particular assets (including extensions beyond the Effective Date for the perfection of security interests
in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost,
burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to
the Lenders thereby.


SECTION
5.14.     Compliance with Certain Laws. Each Loan Party shall, and each Loan Party shall cause each of its Subsidiaries
to, comply with the laws, regulations and executive orders referred to in Section 3.24 and 3.25.






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Article
VI


Negative Covenants


Until the DDTL Commitments
have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable
under any Loan Document have been paid in full (other than contingent indemnification obligations for which no claim has been made),
in any case, in a manner acceptable to Administrative Agent in its sole discretion, each Loan Party executing this Agreement covenants
and agrees, jointly and severally with all of the other Loan Parties, with the Lenders that:


SECTION
6.01.     Indebtedness. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or suffer
to exist any Indebtedness, except:


(a)       the
Secured Obligations;


(b)       Indebtedness
existing on the Effective Date and set forth in Schedule 6.01 and extensions, renewals and replacements of any such
Indebtedness in accordance with clause (f) hereof;


(c)       Indebtedness
of any Loan Party owing to any Subsidiary and of any Subsidiary owing to any Loan Party; provided that, (i) if such Indebtedness
is owing by any Subsidiary to any Loan Party, such Indebtedness shall be evidenced by promissory notes or other instruments and
such promissory notes or other instruments shall be pledged to the Collateral Agent, for the benefit of the Secured Parties, and
have subordination terms satisfactory to the Collateral Agent and (ii) Indebtedness owing by any Subsidiary that is not a Loan
Party to any Loan Party shall be subject to the limitations set forth in Section 6.04(d);


(d)       Guarantees
by any Loan Party (other than Holdings) of Indebtedness of any other Loan Party (other than Holdings); provided that (i) the
Indebtedness so Guaranteed is permitted by this Section 6.01, and (ii) Guarantees permitted under this clause (d)
shall be subordinated to the Secured Obligations on the same terms as, and to the extent that, the Indebtedness so Guaranteed is
subordinated to the Secured Obligations;


(e)       Indebtedness
of any Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets
(whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in
connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and
extensions, renewals and replacements of any such Indebtedness in accordance with clause (f) hereof; provided
that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such
construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e)
shall not exceed $10,000,000 at any time outstanding;


(f)       Indebtedness
which represents an extension, refinancing or renewal (such Indebtedness being referred to herein as the “Refinancing
Indebtedness”) of any of the Indebtedness described in clauses (b), (e) and (j) hereof
(such Indebtedness being so extended, refinanced or renewed being referred to herein as the “Refinanced Indebtedness”);
provided that (i) such Refinancing Indebtedness does not increase the principal amount or interest rate of the Refinanced
Indebtedness, (ii) any Liens securing such Refinanced Indebtedness are not extended to any additional property of any Loan
Party, (iii) no Loan Party that is not obligated with respect to repayment of such Refinanced Indebtedness is required to
become obligated with respect to such Refinancing Indebtedness, (iv) such Refinancing Indebtedness does not result in a shortening
of the average weighted maturity of such Refinanced 



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Indebtedness, (v) the maturity date of such Refinancing Indebtedness is no
earlier than the maturity date of such Refinanced Indebtedness, (vi) the terms of such Refinancing Indebtedness are not less
favorable to the obligor thereunder than the original terms of such Refinanced Indebtedness and (vii) if such Refinanced Indebtedness
was subordinated in right of payment to the Secured Obligations, then the terms and conditions of such Refinancing Indebtedness
must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those
that were applicable to such Refinanced Indebtedness;


(g)       Indebtedness
(i) 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, and (ii) consisting of the financing
of insurance premiums, in each case incurred in the ordinary course of business;


(h)       Indebtedness
of any Borrower or any Subsidiary in respect of performance bonds, bid bonds, statutory bonds, appeal bonds, surety bonds and similar
obligations, in each case provided in the ordinary course of business;


(i)       Indebtedness
of any Borrower or any Subsidiary in respect of netting services, overdraft protections and otherwise in connection with deposit
accounts, so long as such Indebtedness is incurred in the ordinary course of business and is not outstanding for more than
three (3) Business Days;


(j)       (i)
unsecured Subordinated Indebtedness under any Permitted Convertible Seller Notes in an aggregate principal amount not to exceed
$36,750,000 at any time outstanding and (ii) other unsecured or Subordinated Indebtedness of the Borrowers or Holdings in an aggregate
principal amount not exceeding (A) $30,000,000 at any time outstanding plus (B) an unlimited amount so long as (x) the Total
Leverage Ratio would not exceed 4.90:1.00 calculated on a pro forma basis (including the application of the proceeds of any such
Indebtedness) as of the last day of the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant
to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, as of the last Fiscal
Quarter included in the financial statements referred to in Section 3.04(a)) and (y) the Borrower Representative shall have
delivered to the Administrative Agent a certificate of a Financial Officer of Holdings, setting forth reasonably detailed calculations
demonstrating the satisfaction of the condition appearing in clause (x) above; provided that such Indebtedness shall satisfy each
of the following requirements: (1) such Indebtedness matures after, and does not require any scheduled amortization or other scheduled
payments of principal prior to, (A) with respect to such Indebtedness
incurred prior to the Sixth Amendment Date, the date that is 91 days after June 22, 2022 and (B) with respect to such Indebtedness
incurred on or after the Sixth Amendment Date, the date that is 91 days after the Latest
Maturity Date (it being understood that neither (x) any provision requiring an offer to purchase such Indebtedness as a result
of change of control or asset sale or other fundamental change nor (y) any early conversion of any Permitted Convertible Notes
in accordance with the terms thereof shall violate the foregoing restriction), (2) such Indebtedness is not guaranteed by any Subsidiary
of Holdings other than the Loan Guarantors (which guarantees, if such Indebtedness is subordinated, shall be expressly subordinated
to the Secured Obligations on terms not less favorable to the Lenders than the subordination terms of such Subordinated Indebtedness),
(3) to the extent any such Indebtedness constitutes Subordinated Indebtedness, such Indebtedness shall be subject to the terms
of a customary subordination agreement (and if such Indebtedness is secured, an intercreditor agreement) in form and substance
reasonably acceptable to the Administrative Agent, and (4) to the extent any such Subordinated Indebtedness is secured by the Collateral,
the Liens securing such Subordinated Indebtedness shall rank junior to the Liens securing the Secured Obligations; provided further
that, for the avoidance of doubt, the amount available to the Borrowers or Holdings pursuant to clause (A) above shall be available
at all times and shall not be subject to the ratio test described in clause (B) above and the 



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Borrowers or Holdings may incur such
Indebtedness under either clause (A) or (B) above in such order as they may elect in their sole discretion;


(k)       the
Dairyland HP Indebtedness;


(l)       Indebtedness
consisting of ABL Obligations to the extent such Indebtedness is in compliance with the Intercreditor Agreement; provided that
in no event shall any obligor with respect to such Indebtedness not be a Loan Party hereunder;


(m)       Subordinated
Indebtedness under Permitted Convertible Notes (other than Permitted Convertible Seller Notes) in an aggregate principal amount
not exceeding $150,000,000 at any time outstanding;


(n)       Indebtedness
incurred to finance Permitted Acquisitions after the Effective Date in an aggregate principal amount not exceeding at any time
outstanding the aggregate principal amount set forth under clause (a) of the Incremental Cap (less the aggregate principal
amount of any Incremental Term Loans incurred in reliance on clause (a) of the Incremental Cap); provided that (i)
no Event of Default exists (or would result therefrom), (ii) if such Indebtedness is borrowed or issued by any Loan Party, it shall
not be guaranteed by any Person that is not a Loan Party or secured by any assets other than the Collateral, (iii) such Indebtedness
shall not have a shorter Average Life than the remaining Average Life of the then-existing Loans or a maturity date earlier than
the(A) with
respect to such Indebtedness incurred prior to the Sixth Amendment Date, June 22, 2022 and (B) with respect to such Indebtedness
incurred on or after the Sixth Amendment Date, the Latest Maturity Date, (iv) such Indebtedness shall rank pari
passu in right of payment with the Secured Obligations, (v) in the case of such Indebtedness of the Loan Parties that is secured
on a pari passu basis with or junior basis to the Secured Obligations, (x) such Indebtedness shall be subject to an intercreditor
agreement reasonably acceptable to the Administrative Agent and (y) in the case of such Indebtedness that is in the form of
loans that are secured on a pari passu basis with the Secured Obligations, the All-in-Yield for such loans shall be subject
to the “most favored nation” requirements set forth in Section 2.22(b)(iii), as applicable; provided,
further, that in the case of any such Indebtedness of the Loan Parties that is secured on a junior basis to the Secured
Obligations, (i) such Indebtedness shall not have a shorter Average Life than the remaining Average Life of the Loans or a maturity
date prior to, (A) with respect to such Indebtedness incurred prior
to the Sixth Amendment Date, the date that is 91 days after June 22, 2022 and (B) with respect to such Indebtedness incurred on
or after the Sixth Amendment Date, the date that is 91 days after the Latest
Maturity Date and (ii) such Indebtedness shall not be guaranteed by any Person that is not a Loan Party and shall not be secured
by any assets other than the Collateral unless, in each case, such Indebtedness was incurred in order to finance the acquisition
of (x) a target that becomes a Subsidiary but not a Loan Party hereunder (in which case such target may guarantee such Indebtedness
but not the Secured Obligations) or (y) assets that are “Excluded Assets” (in which case such assets may secure such
Indebtedness but not the Secured Obligations); provided, further, that if such Indebtedness is unsecured, such Indebtedness
shall not mature or require any scheduled amortization or scheduled payments of principal or be subject to any mandatory redemption,
repurchase, repayment or sinking fund obligation (other than (x) payments as part of an “applicable high yield discount obligation”
catch up payment, (y) customary offers to repurchase in connection with any change of control, asset disposition or casualty event
and (z) customary acceleration rights after an event of default), in each case, prior to,
(A) with respect to such Indebtedness incurred prior to the Sixth Amendment Date, the date that is 91 days after June 22, 2022
and (B) with respect to such Indebtedness incurred on or after the Sixth Amendment Date, the date that is 91 days
after the Latest Maturity Date;


(o)       Indebtedness
of any Person that becomes a Subsidiary, or is merged into or consolidated with a Subsidiary or Indebtedness assumed in connection
with a Permitted Acquisition after 



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the Effective Date, but only to the extent that (A) such Indebtedness existed at the time
such Person became a Subsidiary or the assets subject to such Indebtedness were acquired, (B) such Indebtedness was not incurred
in contemplation thereof and (C)(i) no Event of Default exists or would result from the consummation of such acquisition and (ii)
(x) the Total Leverage Ratio would not exceed 4.90:1.00 calculated on a pro forma basis (as if such acquisition and related incurrence
of Indebtedness had occurred on the first day of the relevant period and being deemed to be amortized over the applicable testing
period in accordance with its terms) as of the last day of the most recent Fiscal Quarter for which financial statements shall
have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements,
as of the last Fiscal Quarter included in the financial statements referred to in Section 3.04(a)) and (y) with respect
to any Permitted Acquisition for which the Acquisition Consideration is at least $25,000,000, the Borrower Representative shall
have delivered to the Administrative Agent a certificate of a Financial Officer of Holdings, setting forth reasonably detailed
calculations demonstrating the satisfaction of the condition appearing in clause (x) above;


(p)       Guarantees
entered into in the ordinary course of business of a Loan Party and not in respect of Indebtedness for borrowed money;


(q)       Indebtedness
representing deferred compensation to employees, directors or consultants incurred in the ordinary course of business;


(r)       to
the extent constituting Indebtedness, Indebtedness of any Loan Party or any Subsidiary in respect of any Swap Agreements permitted
under Section 6.07; and


(s)       other
Indebtedness in an aggregate principal amount not exceeding $20,000,000 at any time outstanding.


SECTION
6.02.     Liens. No Loan Party will, nor will it permit any Subsidiary to, create, incur, assume or permit to exist
any Lien on any property or asset now owned or hereafter acquired by it, except:


(a)       Liens
created pursuant to any Loan Document;


(b)       Permitted
Encumbrances;


(c)       any
Lien on any property or asset of any Borrower or any Subsidiary existing on the Effective Date and set forth in Schedule 6.02
(including any extensions of any such Liens to the extent the Indebtedness is extended in accordance with Section 6.01);
provided that (i) such Lien shall not apply to any other property or asset of such Borrower or Subsidiary and (ii) such
Lien shall secure only those obligations which it secures on the Effective Date;


(d)       Liens
on fixed or capital assets acquired, constructed or improved by any Borrower or any Subsidiary; provided that (i) such
security interests secure Indebtedness permitted by Section 6.01(e), (ii) such security interests and the Indebtedness
secured thereby are incurred prior to or within ninety (90) days after such acquisition or the completion of such construction
or improvement, (iii) the Indebtedness secured thereby does not exceed 100% of the cost of acquiring, constructing or improving
such fixed or capital assets and (iv) such security interests shall not apply to any other property or assets of such Borrower
or Subsidiary or any other Borrower or Subsidiary;


(e)       any
Lien existing on any property or asset (other than Accounts and Inventory) prior to the acquisition thereof by any Borrower or
any Subsidiary or existing on any property or asset (other than Accounts and Inventory) of any Person that becomes a Loan Party
after the Effective Date prior 



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to the time such Person becomes a Loan Party; provided that (i) such Lien is not created
in contemplation of or in connection with such acquisition or such Person becoming a Loan Party, as the case may be, (ii) such
Lien shall not apply to any other property or assets of the Loan Party and (iii) the obligation secured by such Lien is permitted
by Section 6.01 and such Lien shall secure only those obligations which it secures on the date of such acquisition
(including any extensions or modifications of any such obligations permitted by Section 6.01) or the date such Person
becomes a Loan Party, as the case may be;


(f)       Liens
of a collecting bank arising in the ordinary course of business under Section 4-208 of the Uniform Commercial Code in effect
in the relevant jurisdiction covering only the items being collected upon;


(g)       Liens
arising out of Sale and Leaseback Transactions permitted by Section 6.06;


(h)       Liens
granted by a Subsidiary that is not a Loan Party in favor of any Borrower or another Loan Party in respect of Indebtedness owed
by such Subsidiary;


(i)       precautionary
UCC financing statements filed in connection with operating leases or consignments;


(j)       non-exclusive
licenses and sublicenses of intellectual property or leases or subleases of real property, in each case, granted to third parties
in the ordinary course of business not interfering with or adversely affecting the business of the Loan Parties or their Subsidiaries;


(k)       Liens
attaching solely to cash earnest money deposits in connection with any letter of intent or purchase agreement in connection with
a Permitted Investment or Permitted Acquisition;


(l)       Liens
in favor of customs and revenue authorities which secure payments of customs duties in connection with the importation of goods;


(m)       Liens
(including the right of set-off) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;


(n)       Liens
on property with an aggregate value not exceeding $5,000,000 that is subject to conditional sale, title retention, consignment
or similar arrangements;


(o)       Liens
on the Dairyland HP Facility and any other assets of Dairyland HP that secure the Dairyland
HP Indebtedness and related obligations under the New Markets Tax Credit Financing;


(p)       the
Liens created pursuant to the ABL Loan Documents securing the ABL Obligations, so long as such Liens are subject to the Intercreditor
Agreement and that any grantor of such Liens is a Loan Party hereunder;


(q)       Liens
representing any interest of a sublessee arising by virtue of being granted a sublease permitted by Section 6.05(i);


(r)       Liens
securing Indebtedness permitted by Section 6.01(n) or any Indebtedness incurred in connection with a permitted refinancing
thereof, in each case so long as such Liens do not have priority to the corresponding Liens that secure the Secured Obligations;


(s)       Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and






    	 	71 	 



     


    

(t)       other
Liens securing obligations in an aggregate principal amount at any time outstanding not to exceed $5,000,000; provided that
in each case, if such Liens secure Indebtedness for borrowed money that is to be secured by the Collateral on a pari passu basis
with, or junior basis to, the Liens that secure the Secured Obligations, the agent or other representative for the lenders or holders
of any Indebtedness secured under this clause shall have become a party to the Intercreditor Agreement and/or another intercreditor
agreement reasonably acceptable to the Administrative Agent.


SECTION
6.03.     Fundamental Changes. (a) No Loan Party will, 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 liquidate or dissolve, except that,
if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred or be continuing, (i)
any Loan Party (other than Holdings) or Subsidiary thereof may merge into or consolidate with a Loan Party (other than Holdings)
(so long as in the case of a merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity of such
merger or consolidation); (ii) any Loan Party (other than Holdings or any Borrower) or Subsidiary of the Borrowers may liquidate
or dissolve into a Loan Party; (iii) any Subsidiary of a Loan Party may merge into or consolidate with a Person that is not a Loan
Party (so long as in the case of a merger or consolidation involving a Loan Party, a Loan Party shall be the surviving entity of
such merger or consolidation); and (iv) any Subsidiary that is not a Loan Party may liquidate or dissolve if the Loan Party which
owns such Subsidiary determines in good faith that such liquidation or dissolution is in the best interest of the Loan Party and
is not materially disadvantageous to the Lenders; provided, that (x) any such merger or consolidation hereunder involving
a Person that is not a wholly owned Subsidiary immediately prior to such merger or consolidation shall not be permitted unless
also permitted by Section 6.04, (y) any such merger or consolidation hereunder involving a Borrower in respect of which
such Borrower is not the surviving entity shall not be permitted unless (1) the surviving entity is another Borrower or (2) the
surviving entity shall have (A) executed and delivered to the Administrative Agent its assumption of the due and punctual performance
and observance of each covenant and condition of this Agreement and each other Loan Document to which any Borrower not surviving
such transaction was a party and (B) caused to be delivered to the Administrative Agent an opinion of nationally recognized independent
counsel, or other independent counsel reasonably satisfactory to the Administrative Agent, to the effect that all agreements or
instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof, and (z)
immediately after giving effect to any such merger, consolidation or other transaction hereunder, at least one (1) Borrower shall
continue to remain in existence.


(b)       No
Loan Party will, nor will it permit any Subsidiary to, engage in any business other than businesses of the type conducted by the
Borrowers and their Subsidiaries on the Effective Date and businesses reasonably related thereto and logical extensions thereof.


(c)       The
Loan Parties will not change the method of determining the Fiscal Year of Holdings and its Subsidiaries, unless Borrower Representative
shall have given Administrative Agent at least 180 days’ prior notice thereof and the parties hereto shall have made
appropriate changes to this Agreement (it being acknowledged and agreed that the date of the Fiscal Year end may change by up to
ten (10) days from year to year).


(d)       Holdings
shall not engage in any business activities or own any property other than (i) ownership of the Equity Interests of the Borrowers,
(ii) activities and contractual rights incidental to maintenance of its corporate or organizational existence and status as a public
company, (iii) undertaking any activities, exercising any of its contractual rights and performing any of its contractual obligations
in connection with the incurrence by Holdings of Indebtedness that is permitted under this Agreement, and (iv) activities relating
to the performance of its obligations under the Loan Documents and ABL Loan Documents to which it is a party.






    	 	72 	 



     


    

SECTION
6.04.     Investments, Loans, Advances, Guarantees and Acquisitions. No Loan Party will form any subsidiary after
the Effective Date, or purchase, hold or acquire (including pursuant to any merger with any Person that was not a Loan Party and
a wholly owned Subsidiary prior to such merger) any evidences of indebtedness or Equity Interest of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other
Person, or purchase or otherwise acquire (in one transaction or a series of transactions) any assets of any other Person constituting
a business unit (whether through purchase of assets, merger or otherwise), or permit any Subsidiary to do any of the foregoing,
except:


(a)       Permitted
Investments, subject, to the extent required by the Security Agreement, to control agreements in favor of the Administrative Agent
or otherwise subject to a perfected security interest in favor of the Administrative Agent for the benefit of the Lenders and the
other Secured Parties (subject to any grace periods in the Security Agreement for delivering such control agreements or otherwise
perfecting such security interest);


(b)       investments
in existence on the Effective Date and described in Schedule 6.04;


(c)       investments
by Holdings in the Borrowers and investments by the Borrowers and the Subsidiaries in Equity Interests in their respective Subsidiaries
that are Loan Parties; provided that any such Equity Interests shall be pledged in accordance with the Security Agreement
(subject to any grace periods therein for perfecting such security interest);


(d)       loans
or advances made by any Loan Party to any Subsidiary and made by any Subsidiary to any Loan Party; provided that, not more
than an aggregate principal amount of $6,000,000 in loans and advances may be made and remain outstanding, at any time, by Loan
Parties to Subsidiaries which are not Loan Parties;


(e)       Guarantees
constituting Indebtedness permitted by Section 6.01;


(f)       loans
or advances made by a Loan Party to its employees on an arms-length basis in the ordinary course of business consistent with past
practices for travel and entertainment expenses, relocation costs and similar purposes up to a maximum of $2,500,000 in the aggregate
at any one time outstanding;


(g)       subject
to Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or other securities issued by
Account Debtors to a Loan Party pursuant to negotiated agreements with respect to settlement of such Account Debtor’s Accounts
in the ordinary course of business, consistent with past practices;


(h)       investments
in the form of Swap Agreements permitted by Section 6.07;


(i)       investments
of any Person existing at the time such Person becomes a Subsidiary of a Borrower or consolidates or merges with a Borrower or
any of the Subsidiaries, in either case, in accordance with the terms hereof (including in connection with a Permitted Acquisition)
so long as such investments were not made in contemplation of such Person becoming a Subsidiary or of such merger;


(j)       investments
received in connection with the dispositions of assets permitted by Section 6.05;


(k)       investments
constituting deposits described in clauses (c) and (d) of the definition of the term “Permitted Encumbrances”;






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(l)       Permitted
Acquisitions;


(m)       Indebtedness
permitted pursuant to Section 6.01 or any Restricted Payment permitted pursuant to Section 6.08, in each
case, to the extent such Indebtedness or Restricted Payment constitutes an investment;


(n)       any
investments received in compromise or resolution of (x) obligations of trade creditors or customers incurred in the ordinary
course of business of the Borrowers, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy
or insolvency of any trade creditor or customer or (y) litigation, arbitration or other disputes with persons who are not
Affiliates; provided, that any such investments shall be pledged in accordance with the Security Agreement (subject to any
grace periods therein for perfecting such security interest);


(o)       receivables
owing to the Borrowers or any of their respective Subsidiaries created in the ordinary course of business and payable or in accordance
with customary trade terms;


(p)       to
the extent the same constitute investments, inventory of non-Loan Parties held by the Borrowers for sale subject to consignment
or similar arrangements;


(q)       investments
in wholly-owned Domestic Subsidiaries that become Loan Parties in accordance with Section 5.13;


(r)       other
investments and other acquisitions; provided that at the time any such investment or other acquisition is made, the aggregate outstanding
amount of all investments made in reliance on this clause (r) together with the aggregate amount of all consideration paid
in connection with all other acquisitions made in reliance on this clause (r) (including the aggregate principal amount
of all Indebtedness assumed in connection with any such other acquisition), shall not exceed the sum of $5,000,000, plus the Cumulative
Retained Excess Cash Flow Amount that is in effect immediately prior to the time of making of such investment or acquisition (provided
that the use of the Cumulative Retained Excess Cash Flow Amount to make investments and acquisitions under this clause (r)
shall be subject to (i) no Default or Event of Default has occurred and is continuing or would be caused by the making of such
investment and (ii) (x) both prior to and after giving effect to such investment or acquisition, the Senior Secured Leverage Ratio
shall not exceed 4.20:1.00 as of the last day of the most recent Fiscal Quarter for which financial statements shall have been
delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, as
of the last Fiscal Quarter included in the financial statements referred to in Section 3.04(a)) and (y) the Borrower Representative
shall have delivered to the Administrative Agent a certificate of a Financial Officer of Holdings, setting forth reasonably detailed
calculations demonstrating the satisfaction of the condition appearing in clause (x) above);


(s)       (i)
any investment in fixed income or other assets by any Subsidiary that is a so-called “captive” insurance company (each,
an “Insurance Subsidiary”) in connection with its provision of insurance to Holdings, the Borrowers or any of
their Subsidiaries, which investment is made in the ordinary course of business or consistent with industry practice of such Insurance
Subsidiary or by reason of applicable law, rule, regulation or order, or that is required or approved by any regulatory authority
having jurisdiction over such Insurance Subsidiary or its business, as applicable (including, without limitation, any such investments
held by a trust established by such Insurance Subsidiary as grantor pursuant to applicable insurance regulations), (ii) to the
extent the same constitutes investments, insurance arrangements provided by any Insurance Subsidiary (including any trust established
by any such Insurance Subsidiary as grantor pursuant to applicable insurance regulations) to Holdings or any of its Subsidiaries
and (iii) investments by any Insurance Subsidiary in any trust established by such Insurance Subsidiary as grantor pursuant to
applicable insurance regulations; and






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(t)       (i)
investments in Insurance Subsidiaries in an aggregate amount not to exceed $11,750,000 (as valued at cost at the time each such
investment is made) and (ii) additional investments in Insurance Subsidiaries to the extent (x) reasonably necessary (as determined
in good faith by the Borrower Representative) in connection with the Insurance Subsidiaries’ providing self-insurance to
the Borrowers and their Subsidiaries or (y) required by Requirements of Law in connection with the provision of such insurance;
provided that the aggregate amount of any investments described in clause (ii) of this Section 6.04(t) that shall
have been made in any applicable fiscal period shall be disclosed in the Financials Certificate delivered pursuant to Section
5.01(c) in respect of such fiscal period.


SECTION
6.05.     Asset Sales. No Loan Party will, nor will it permit any Subsidiary to, sell, transfer, lease or otherwise
dispose of any asset, including any Equity Interest owned by it or income or revenues (including accounts receivable) or rights
in respect of any thereof, nor will any Borrower or any Subsidiary issue any additional Equity Interest (other than to another
Borrower or another Subsidiary in compliance with Section 6.04), except:


(a)       sales,
transfers and dispositions of (i) inventory in the ordinary course of business (including inventory held for sale pursuant
to Section 6.04(p)), (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of
business, (iii) securities of trade creditors or customers received pursuant to any dispute settlement, plan of reorganization
or similar arrangement following the bankruptcy or insolvency of such trade creditor or customer and (iv) intellectual property
that is no longer material to the conduct of the business of the Loan Parties;


(b)       sales,
transfers and dispositions of assets to any Borrower or any other Loan Party;


(c)       sales,
transfers and dispositions of accounts receivable in connection with the compromise, settlement or collection thereof;


(d)       sales,
transfers and dispositions of Permitted Investments and other investments permitted by clauses (i) and (k) of
Section 6.04;


(e)       Sale
and Leaseback Transactions permitted by Section 6.06;


(f)       dispositions
resulting from any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar
proceeding of, any property or asset of any Borrower or any Subsidiary;


(g)       licenses
and sublicenses of intellectual property granted in the ordinary course of business;


(h)       sales,
transfers and other dispositions of assets (other than Equity Interests in a Subsidiary unless all Equity Interests in such Subsidiary
are sold) that are not permitted by any other paragraph of this Section; and


(i)       subleases
entered into in the ordinary course of business, to the extent that they do not materially interfere with the business of Holdings
and its Subsidiaries taken as a whole;


provided that all sales, transfers,
leases and other dispositions permitted hereby (other than those permitted by paragraphs (b) and (f) above
and abandonment of intellectual property no longer material to the business of the Loan Parties) shall be made for fair value and
for all cash consideration.






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SECTION
6.06.     Sale and Leaseback Transactions. No Loan Party will, nor will it permit any Subsidiary to, enter into any
arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business,
whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for
substantially the same purpose or purposes as the property sold or transferred (a “Sale and Leaseback Transaction”),
except for any such sale of any fixed or capital assets by the Borrowers or any Subsidiary that is approved by the Required Lenders,
made for cash consideration in an amount not less than the fair value of such fixed or capital asset and consummated within ninety
(90) days after the Borrowers or such Subsidiary acquire or complete the construction of such fixed or capital asset.


SECTION
6.07.     Swap Agreements. No Loan Party will, nor will it permit any Subsidiary to, enter into any Swap Agreement,
except (a) Swap Agreements entered into to hedge or mitigate risks to which any Borrower or any Subsidiary has actual exposure
(other than those in respect of Equity Interests of any Borrower or any of its Subsidiaries), (b) Swap Agreements entered
into in order to effectively cap, collar or exchange interest rates (from floating to fixed rates, from one floating rate to another
floating rate or otherwise) with respect to any interest-bearing liability or investment of any Borrower or any Subsidiary and
(c) Permitted Call Spread Swap Agreements.


SECTION
6.08.     Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary
to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent
or otherwise) to do so, except, (x) any Loan Party may make a Permitted Holdings Dividend and (y) so long as no Event
of Default shall have occurred and be continuing or would result therefrom (including after giving effect thereto on a pro forma
basis), (i) each of Holdings and the Borrowers may declare and pay dividends with respect to its common stock payable solely
in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such
preferred stock or in shares of its common stock, (ii) Subsidiaries may declare and pay dividends to the Borrowers, (iii)
the Loan Parties and their Subsidiaries may make Restricted Payments payable solely in the form of their Equity Interests pursuant
to and in accordance with employment agreements, bonus plans, stock option plans, or other benefit plans for existing, new and
former management, directors, employees and consultants of the Loan Parties and their Subsidiaries, (iv) Holdings and its Subsidiaries
may make any other Restricted Payment, so long as the aggregate amount of all such Restricted Payments made pursuant to this clause
(iv) during any Fiscal Year does not exceed the sum of $5,000,000 plus the Cumulative Retained Excess Cash Flow Amount that
is in effect immediately prior to the time of making of such Restricted Payment (provided that the use of the Cumulative
Retained Excess Cash Flow Amount to make Restricted Payments shall be subject to (A) no Default or Event of Default has occurred
and is continuing or would be caused by the making of such Restricted Payment and (B) (x) both prior to and after giving effect
to such Restricted Payment, the Senior Secured Leverage Ratio shall not exceed 3.25:1.00 as of the last day of the most recent
Fiscal Quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or,
prior to the delivery of any such financial statements, as of the last Fiscal Quarter included in the financial statements referred
to in Section 3.04(a)) and (y) the Borrower Representative shall have delivered to the Administrative Agent a certificate
of a Financial Officer of Holdings, setting forth reasonably detailed calculations demonstrating the satisfaction of the condition
appearing in clause (x) above) and (v) Holdings may enter into, exercise its rights and perform its obligations under, Permitted
Call Spread Swap Agreements.


(b)       No
Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness,
or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, except:






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(i)       payment
of Indebtedness created under the Loan Documents;


(ii)       payment
of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under this Agreement,
other than payments in respect of the Subordinated Indebtedness prohibited by the subordination provisions thereof;


(iii)       payment
of intercompany Indebtedness incurred in accordance with Section 6.01;


(iv)       refinancings
of Indebtedness to the extent permitted by Section 6.01;


(v)       payment
of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such
Indebtedness so long as the proceeds of such sale are sufficient to repay such Indebtedness in full;


(vi)       payments
made in respect of the sinking fund requirement under the New Markets Tax Credit Financing, so long as (i) after giving effect
to such payment, the aggregate amount of all such payments does not exceed the then outstanding principal amount of the Dairyland
HP Indebtedness, and (ii) no Default or Event of Default has occurred and is continuing or would be caused by such payment;


(vii)       prepayments
or repayments with respect to the Dairyland HP Indebtedness, so long as no Default or Event of Default has occurred and is continuing
or would be caused by such payment;


(viii)       mandatory
prepayments and voluntary repayments of Indebtedness under the ABL Facility to the extent not prohibited by the Intercreditor Agreement;


(ix)       issuance
of Equity Interests, or making cash payments (in the case of any cash payments in respect of Permitted Convertible Seller Notes,
so long as no Default or Event of Default has occurred and is continuing or would be caused by such payment), in connection with
or as part of the conversion, redemption, retirement, prepayment or cancellation of any Permitted Convertible Notes;


(x)       payment
of regularly scheduled interest payments in respect of Permitted Convertible Seller Notes permitted pursuant to clause (i)
of Section 6.01(j) hereof, so long as no Default or Event of Default has occurred and is continuing or would be caused by
such payment; and


(xi)       any
other payments in respect of Subordinated Indebtedness, so long as (i) the aggregate amount of all payments made pursuant to this
clause (xi) does not exceed the Cumulative Retained Excess Cash Flow Amount that is in effect immediately prior to the time
of making such payment, (ii) no Default or Event of Default has occurred and is continuing or would be caused by such payment and
(iii) (x) both prior to and after giving effect to such payment, the Senior Secured Leverage Ratio shall not exceed 3.25:1.00 as
of the last day of the most recent Fiscal Quarter for which financial statements shall have been delivered pursuant to Section
5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, as of the last Fiscal Quarter included
in the financial statements referred to in Section 3.04(a)) and (y) the Borrower Representative shall have delivered to
the Administrative Agent a certificate of a Financial Officer of Holdings, setting forth reasonably detailed calculations demonstrating
the satisfaction of the condition appearing in clause (x) above;






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provided, however, that no such
payment or distribution shall be made in respect of the ABL Obligations in violation of the Intercreditor Agreement or in respect
of any Subordinated Indebtedness in violation of the subordination provisions applicable thereto.


(c)       No
Loan Party will, nor will it permit any Subsidiary to, make, directly or indirectly, any Specified Earn-Out Payment, unless no
Default or Event of Default has occurred and is continuing or would be caused by such Specified Earn-Out Payment.


(d)       Notwithstanding
the foregoing provisions of this Section 6.08, from the First Amendment Date through the Closing Date Leverage Restoration Date,


(i)       no
Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted
Payment, or incur any obligation (contingent or otherwise) to do so, that otherwise would be permitted under clauses (x) (solely
in respect of Permitted Holdings Dividends described in clause (ii) of the definition thereof) or (y)(iv) of Section 6.08(a); and


(ii)        no
Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other
distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness,
or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Indebtedness, that otherwise
would be permitted under clauses (iv) (other than with respect to any refinancing of the NMTC Financing), (vii) (with respect to
prepayments only), (ix) (other than with respect to the issuance of Equity Interests or the making of cash payments, in each case,
upon conversion of the Permitted Convertible Seller Notes), and (xi) of Section 6.08(b).


SECTION
6.09.     Transactions with Affiliates. No Loan Party will, nor will it permit any Subsidiary to, sell, lease or otherwise
transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in
any other transactions with, any of its Affiliates, except (a) transactions that (i) are in the ordinary course of business
and (ii) are at prices and on terms and conditions not less favorable to such Loan Party or such Subsidiary than could be
obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among any Borrower and any
Subsidiary that is a Loan Party not involving any other Affiliate, (c) (i) transactions involving Insurance Subsidiaries and/or
trusts established by Insurance Subsidiaries, including, without limitation, investments in Insurance Subsidiaries and/or trusts
established by Insurance Subsidiaries, that are not prohibited by the terms of this Agreement and the other Loan Documents and
(ii) other transactions that are expressly permitted by the terms of this Agreement and the other Loan Documents, (d) transactions
set forth on Schedule 3.22; provided that any renewal or extension of the leases set forth on such schedule
shall be, in the Borrower Representative’s reasonable discretion, on terms no less favorable to the Loan Parties than could
be obtained on an arm’s-length basis from unrelated parties and (e) the Master Operating Sublease, dated on April 26, 2012,
between Dairyland and Dairyland HP, relating to the Dairyland HP Facility, as the same may be amended from time to time.


SECTION
6.10.     Restrictive Agreements. No Loan Party will, nor will it permit any Subsidiary to, directly or indirectly,
enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon
(a) the ability of such Loan Party or Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets,
or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to any Equity Interests or to make or
repay loans or advances to any other Loan Party or Subsidiary or to Guarantee Indebtedness of any other Loan Party or Subsidiary;
provided that (i) the foregoing shall not apply to restrictions and conditions imposed by law or 



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by any Loan Document,
(ii) the foregoing shall not apply to restrictions and conditions existing on the Effective Date identified on Schedule 6.10
(but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction
or condition), (iii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that
is to be sold and such sale is permitted hereunder, (iv) clause (a) of the foregoing shall not apply to restrictions
or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness as permitted by this Agreement, (v) clause (a)
of the foregoing shall not apply to Excluded Assets and customary provisions in leases or licenses restricting the assignment thereof
or the grant of a security interest therein, in each case, to the extent such provisions are required by the parties thereto and
not bargained for by any Loan Party or Subsidiary, (vi) the foregoing shall not apply to restrictions and conditions contained
in agreements relating to Permitted Convertible Notes (excluding Permitted Convertible Seller Notes), and (vii) the foregoing shall
not apply to the ABL Loan Documents.


SECTION
6.11.     Amendment of Material Documents. No Loan Party will, nor will it permit any Subsidiary to, amend, modify
or waive any of its rights under (a) any agreement relating to any Subordinated Indebtedness, except as not prohibited by
the intercreditor agreement between the Administrative Agent and the holders of such Indebtedness, (b) its charter, articles or
certificate of incorporation or organization, by-laws, operating, management or partnership agreement or other organizational or
governing documents, in each case, to the extent any such amendment, modification or waiver would be adverse to the Lenders or
(c) any ABL Loan Document, except to the extent not prohibited by the Intercreditor Agreement.


SECTION
6.12.     Compliance with Certain Laws. No Loan Party shall, and no Loan Party shall permit any of its Subsidiaries
to fail to, comply with the laws, regulations and executive orders referred to in Section 3.24 and 3.25.


SECTION
6.13.     Minimum Liquidity. No Loan Party will permit Liquidity to be less than $35,000,000 (the “Minimum Liquidity Requirement
Amount”) as of the last day of any Fiscal Quarter ending after the Sixth Amendment Date for which EBITDA is less than $10,000,000
(the “Minimum Liquidity Requirement”).


Article
VII



Events of Default


If any of the following
events (collectively, “Events of Default,” and, each, an “Event of Default”) shall occur:


(a)       the
Borrowers shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or otherwise;


(b)       the
Borrowers shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount referred to in clause (a)
of this Article) payable under this Agreement, when and as the same shall become due and payable, and such failure shall continue
unremedied for a period of three (3) Business Days;


(c)       any
representation or warranty made or deemed made by or on behalf of any Loan Party or any Subsidiary in, or in connection with, this
Agreement or any other Loan Document or any 



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amendment or modification hereof or thereof or waiver hereunder or thereunder, or in
any report, certificate, financial statement or other document furnished pursuant to or in connection with this Agreement or any
other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been
incorrect in any material respect when made or deemed made;


(d)       any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.02(a),
5.03 (with respect to a Loan Party’s existence), or in Article VI of this Agreement or (ii) Article
IV or VII of the Security Agreement; provided that a failure
to comply with any Minimum Liquidity Requirement in Section 6.13 shall be subject to cure pursuant to the last paragraph of this
Article VII;


(e)       any
Loan Party shall fail to observe or perform any covenant, condition or agreement contained (i) in Section 5.08
or 5.10 of this Agreement, and such failure, if capable of being remedied, shall continue unremedied for a period of five
(5) days, (ii) in Section 5.02 (other than clause (a)) of this Agreement, and such failure, if capable of being remedied,
shall continue unremedied for a period of ten (10) days or (iii) in this Agreement (other than those specified in clause (a),
(b), (d) or (e)(i) of this Article) or in the Security Agreement (other than those specified in clause
(d) of this Article), and such failure in either case shall continue unremedied for a period of 30 days after the earlier of
(x) an Authorized Officer of any Loan Party obtaining actual knowledge of such default and (y) notice thereof from the Administrative
Agent to the Borrower Representative;


(f)       any
Loan Party or any Subsidiary shall fail to make any payment (whether of principal, or interest, fees or any other amount and regardless
of amount) in respect of the ABL Facility or any other Material Indebtedness, when and as the same shall become due and payable
(after giving effect to any applicable grace periods);


(g)       after
giving effect to any applicable grace periods with respect thereto, any event or condition occurs that results in the ABL Facility
or any other Material Indebtedness becoming due prior to its scheduled maturity or that enables or permits the holder or holders
of the ABL Facility or any Material Indebtedness or any trustee or agent on its or their behalf to cause any of the ABL Obligations
or any Material Indebtedness, as applicable, to become due, or to require the prepayment, repurchase, redemption or defeasance
thereof, prior to its scheduled maturity; provided that this clause (g) shall not apply to (x) secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness in accordance
with the terms hereof so long as the proceeds of such sale are sufficient to repay such Indebtedness in full, (y) any redemption,
repurchase, conversion or settlement with respect to any Permitted Convertible Notes pursuant to their terms unless such redemption,
repurchase, conversion or settlement results from a default thereunder or an event of the type that constitutes an Event of Default
or (z) any early payment requirement or unwinding or termination with respect to any Permitted Call Spread Swap Agreement;


(h)       (A)
an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of a Loan Party or any Subsidiary of any Loan Party or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for any Loan Party or any Subsidiary
of any Loan Party or for a substantial part of its assets, and, in any such case, such proceeding or petition shall continue undismissed
for sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered or (B) the occurrence of
the event described in clause (h) of Article VIII of the ABL Facility (as in effect on the date hereof);






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(i)       (A)
any Loan Party or any Subsidiary of any Loan Party shall (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment
of a receiver, trustee, custodian, sequestrator, conservator or similar official for such Loan Party or Subsidiary of any Loan
Party or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing or (B) the occurrence of the event described in clause (i) of Article VIII of
the ABL Facility (as in effect on the date hereof);


(j)       any
Loan Party or any Subsidiary of any Loan Party shall become unable, admit in writing its inability or fail generally to pay its
debts as they become due;


(k)       (i) one
or more judgments for the payment of money in an aggregate amount in excess of $25,000,000, including, without limitation, any
such final order enforcing a binding arbitration decision, shall be rendered against any Loan Party, any Subsidiary of any Loan
Party or any combination thereof and the same shall remain undischarged for a period of forty-five (45) consecutive days during
which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to attach or levy
upon any assets of any Loan Party or any Subsidiary of any Loan Party to enforce any such judgment; or (ii) any Loan Party or Subsidiary
shall fail within forty-five (45) days to discharge one or more non-monetary judgments or orders which, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect, which judgments or orders, in any such case, are not
stayed on appeal or otherwise being appropriately contested in good faith by proper proceedings diligently pursued; provided,
however, that no Event of Default shall occur under this clause (k) if and for so long as (i) the full
amount of such judgment, order or award is covered by a valid and binding policy of insurance and (ii) such insurer has been
notified of such judgment, and the amount thereof, and has not disputed or contested the claim made for payment of the full amount
of such judgment, order or award under such policy;


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


(m)       a
Change in Control shall occur;


(n)       the
Loan Guaranty shall fail to remain in full force or effect or any action shall be taken to discontinue or to assert the invalidity
or unenforceability of the Loan Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or provisions of the
Loan Guaranty to which it is a party, or any Loan Guarantor shall deny that it has any further liability under the Loan Guaranty
to which it is a party, or shall give notice to such effect;


(o)       except
as permitted by the terms of any Collateral Document, the Intercreditor Agreement or this Agreement, (i) any Collateral Document
shall for any reason fail to create or keep created a valid security interest in any material portion of the Collateral purported
to be covered thereby, or (ii) other than as a result of the failure of any Agent to take any action within its control to maintain
perfection of the Liens created in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents
(excluding any action based on facts or circumstances for which the applicable Agent has not been notified in accordance with the
provisions of the Loan Documents), any Lien securing any material portion of the Secured Obligations shall cease to be a perfected
Lien having the priority required by the Loan Documents;






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(p)       except
as permitted by the terms of any Collateral Document, any action shall be taken to discontinue or to assert the invalidity or unenforceability
of any Collateral Document; or


(q)       (i) any
material provision of any Loan Document for any reason ceases to be valid, binding and enforceable in accordance with its terms
or (ii) any Loan Party shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in any
action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise is
not valid, binding and enforceable in accordance with its terms;


then, and in every such event (other
than an event with respect to the Loan Parties described in clause (h) or (i) of this Article), and at
any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower Representative, take either or both of the following actions, at the same or different times:
(i) terminate the DDTL Commitments, whereupon the DDTL Commitments shall terminate immediately, and (ii) declare the
Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable
may thereafter be declared to be due and payable), whereupon the principal of the Loans so declared to be due and payable, together
with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrowers;
and in case of any event with respect to the Loan Parties described in clause (h) or (i) of this Article,
the DDTL Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest
thereon and all fees and other obligations of the Loan Parties accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Loan Parties. Upon the occurrence
and the continuance of an Event of Default, any Agent may, in accordance with and subject to the terms of the Intercreditor Agreement,
and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Collateral Agent under the Loan
Documents or at law or equity, including all remedies provided under the UCC.


Notwithstanding
anything to the contrary contained herein (including in the immediately preceding paragraph), if the Loan Parties shall fail to
be in compliance with the Minimum Liquidity Requirement as of any Testing Date pursuant to Section 6.13, Holdings shall have the
right (the “Liquidity Cure Right”) at any time on or prior to the fifteenth day after the applicable Testing Date (the
“Liquidity Cure Deadline”) to issue Equity Interests (in the form of common stock of Holdings) for cash (any such cash
amount so received, a “Liquidity Cure Amount”) and to distribute such Liquidity Cure Amount to the Borrowers in exchange
for common stock of the Borrowers, and thereupon (a) the sum of all unrestricted (other than Liens granted under the ABL Loan Documents
and the Loan Documents) cash and cash equivalents of the Loan Parties as of the applicable Testing Date shall be recalculated to
reflect and include the Liquidity Cure Amount solely for purposes of determining compliance with the Minimum Liquidity Requirement
pursuant to Section 6.13 and (b) Liquidity as of such Testing Date shall be recalculated giving effect to such increased amount.
If after giving effect to the foregoing recalculation the Minimum Liquidity Requirement as of the applicable Testing Date pursuant
to Section 6.13 would be satisfied, the Minimum Liquidity Requirement shall be deemed satisfied as of the applicable Testing Date
with the same effect as though there had been no failure to comply therewith as of such date, and the applicable breach thereof
(and purported or actual Event of Default or Default as a result of such breach) shall be deemed automatically waived and cured
for such Testing Date. Notwithstanding anything herein to the contrary, (x) neither the Administrative Agent nor any Lender may
exercise any rights or remedies on the basis of any actual or purported Event of Default under Section 6.13 (or any other Default
as a result thereof) unless and until the Liquidity Cure Deadline has occurred without the Liquidity Cure Right having been exercised
in accordance with the terms of this paragraph and (y) (i) the cash represented by the Liquidity Cure Amount must otherwise constitute
unrestricted (other 



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than Liens granted under the ABL Loan Documents and the Loan Documents) cash and cash equivalents of the Loan
Parties and (ii) Holdings shall not exercise the Liquidity Cure Right more than five (5) times after the Sixth Amendment Date.


Article
VIII



The Administrative Agent AND THE COLLATERAL AGENT


Each of the Lenders
hereby irrevocably appoints Jefferies Finance LLC as Administrative Agent and Collateral Agent hereunder and under each other Loan
Document, and each of the Lenders authorizes each of the Agents to enter into the Intercreditor Agreement, on behalf of such Lender
(each Lender hereby agreeing to be bound by the terms of the Intercreditor Agreement, as if it were a party thereto) and to take
such actions on its behalf, including execution of the other Loan Documents, and on behalf of the Secured Parties and to exercise
such powers as are delegated to the Agents by the terms hereof and the terms of the other Loan Documents, together with such actions
and powers as are reasonably incidental thereto.


The financial institution
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 such institution and its Affiliates may accept deposits
from, lend money to and generally engage in any kind of business with the Loan Parties or any Subsidiary or other Affiliate thereof
as if it were not the Administrative Agent hereunder.


No Agent shall have
any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) no
Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing,
(b) no Agent shall have any duty to take any discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated hereby that such Agent is required to exercise in writing as directed by the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)
or as otherwise set forth in the Intercreditor Agreement, and (c) except as expressly set forth herein, no Agent shall have
any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of
its Subsidiaries that is communicated to or obtained by the financial institution serving as either Agent or any of its Affiliates
in any capacity. No Agent shall be liable for any action taken or not taken by it with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02)
or in the absence of its own gross negligence or willful misconduct. No Agent shall be deemed to have knowledge of any Default
unless and until written notice thereof is given to such Agent by the Borrower Representative or a Lender, and neither Agent shall
be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or
in connection with this Agreement, (ii) the contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions
set forth herein, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document (other than the Intercreditor
Agreement) or other instrument or document, (v) the creation, perfection or priority of Liens on the Collateral or the existence
of the Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other
than to confirm receipt of items expressly required to be delivered to such Agent.


The Agents 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 believed by it to be genuine and to have been signed or sent by the proper Person. The Agents
also may rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person, and shall
not incur any liability for relying thereon. The Agents may consult with legal counsel (who may be counsel for the 



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Borrowers),
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.


Either Agent may
perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed by such Agent.
The Agents and any such sub-agent may perform any and all its duties and exercise its rights and powers through their respective
Related Parties. The exculpatory provisions of the preceding s shall apply to any such sub-agent and to the Related Parties of
the Agents and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as an Agent.


To the extent required
by any Requirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any withholding
tax applicable to such payment. If the IRS or any other Governmental Authority asserts a claim that the Administrative Agent did
not properly withhold tax from amounts paid to or for the account of any Lender for any reason, or the Administrative Agent has
paid over to the IRS or other Governmental Authority applicable withholding tax relating to a payment to a Lender but no deduction
has been made from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly,
by the Administrative Agent as a Tax or otherwise, including any penalties, additions to tax or interest and together with any
and all expenses incurred, unless such amounts have been indemnified by the Borrowers or another Loan Party. 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 set off and apply any and all amounts at any time owing to such
Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this Article VIII.
The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of
rights by, or the replacement of, a Lender, the repayment of the Loans, the expiration or termination of the DDTL Commitments or
the termination of this Agreement or any provision hereof.


The Administrative
Agent may resign at any time by notifying the Lenders and the Borrower Representative. Upon any such resignation, the Required
Lenders shall have the right, in consultation with the Borrowers, to appoint a successor. If no successor shall have been so appointed
by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent. Upon the acceptance of its appointment as Administrative Agent hereunder by a successor, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder. The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such
successor. After the Administrative Agent’s resignation hereunder, the provisions of this Article, Section 2.17(d)
and Section 9.03, as well as any exculpatory, reimbursement and indemnification provisions set forth in any other Loan
Document, shall continue in effect for the benefit of such retiring 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 it was acting as Administrative Agent. If no
successor Administrative Agent has been appointed by the 30th day after the date such notice of resignation was given by the Administrative
Agent, the Administrative Agent’s resignation shall become effective and the Required Lenders shall thereafter perform all
the duties of the Administrative Agent hereunder and/or under any other Loan Document until such time, if any, as the Required
Lenders appoint a successor Administrative Agent as provided above. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring (or retired) Administrative Agent shall be discharged from its duties and
obligations under the Loan Documents. The fees payable by any Loan Party to a successor Administrative Agent shall be the same
as those payable to its predecessor unless 



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otherwise agreed between such Loan Party and such successor. The retiring (or retired)
Administrative Agent shall remain indemnified to the extent provided in this Agreement and the other Loan Documents shall continue
in effect for the benefit of the retiring (or retired) Administrative Agent for all of its actions and inactions while serving
as the Administrative Agent.


Each Lender acknowledges
that it has, independently and without reliance upon either 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 Agreement. Each Lender also acknowledges
that it will, independently and without reliance upon either Agent or any other Lender 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 related agreement or any document furnished hereunder or thereunder.


The Lenders are
not partners or co-venturers, and no Lender shall be liable for the acts or omissions of, or (except as otherwise set forth herein
in case of the Agents) authorized to act for, any other Lender. The Administrative Agent shall have the exclusive right on behalf
of the Lenders to enforce the payment of the principal of and interest on any Loan after the date such principal or interest has
become due and payable pursuant to the terms of this Agreement; provided that, the foregoing shall not limit or otherwise
restrict the rights of the Lenders or any of their Affiliates pursuant to Section 9.08.


In its capacity,
the Collateral Agent is a “representative” of the Secured Parties within the meaning of the term “secured party”
as defined in the New York Uniform Commercial Code. Each Lender and the Administrative Agent authorizes the Collateral Agent to
enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such documents. Each
Lender agrees that no Secured Party (other than the Collateral Agent) shall have the right individually to seek to realize upon
the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may be exercised
solely by the Collateral Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the event
that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations, the Collateral Agent
is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any Loan
Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Collateral Agent on behalf of
the Secured Parties. The Lenders and the Administrative Agent hereby authorize the Collateral Agent to release any Lien granted
to or held by the Collateral Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted
by, but only in accordance with, the terms of the applicable Loan Document; or (iii) if approved, authorized or ratified in
writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by
the Collateral Agent at any time, the Lenders and the Administrative Agent will confirm in writing the Collateral Agent’s
authority to release particular types or items of Collateral pursuant hereto. Upon any sale or transfer of assets constituting
Collateral which is permitted pursuant to the terms of any Loan Document, or consented to in writing by the Required Lenders or
all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower Representative
to the Collateral Agent, the Collateral Agent shall (and is hereby irrevocably authorized by the Lenders and the Administrative
Agent to) execute such documents as may be necessary to evidence the release of the Liens granted to the Collateral Agent for the
benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold or transferred; provided, however, that
(i) the Collateral Agent shall not be required to execute any such document on terms which, in the Collateral Agent’s
opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release
of such Liens without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the
Secured Obligations or any Liens upon (or obligations of any Loan Party in respect of) all interests retained by any Loan Party,
including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral.






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Article
IX



Miscellaneous


SECTION
9.01.     Notices. (a) Except in the case of notices and other communications expressly permitted to be given by telephone
(and subject to 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 or
e-mail, as follows:


(i)       if
to any Loan Party, to the Borrower Representative at:


The Chefs’ Warehouse, Inc.

100 East Ridge Road

Ridgefield, CT 06877

Attention: Alexandros Aldous

Telephone: (203) 894-1345, Ext. 10211

Facsimile: (203) 894-9108

E-mail: aaldous@chefswarehouse.com


With a copy to:


Shearman & Sterling LLP

599 Lexington Avenue

New York, NY 10022

Attention: Gus Atiyah

Telephone: (212) 848-5227

Facsimile: (646) 848-5227

E-mail: Gus.Atiyah@Shearman.com


(ii)       if
to the Administrative Agent or the Collateral Agent, to Jefferies Finance LLC via e-mail to JFIN.Admin@Jefferies.com; and


(iii)       if
to any Lender, to it at its address or facsimile number set forth in its Administrative Questionnaire.


All such notices and other communications
(i) sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given
when received or (ii) sent by facsimile or e-mail shall be deemed to have been given when sent; provided 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.


(b)       Notices
and other communications to the Lenders hereunder may be delivered or furnished by electronic communications (including use of
a Platform, e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II or to compliance and no Default certificates delivered
pursuant to Section 5.01(c) unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative
Agent or the Borrower Representative (on behalf of the Loan Parties) 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. All such notices and other communications (a) 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 



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the “return receipt requested” function, as available, return e mail or other written acknowledgement); provided
that if not given during the normal business hours of the recipient, such notice or communication shall be deemed to have been
given at the opening of business on the next Business Day for the recipient, and (b) 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 (b)(i) of notification that such notice or communication is available and identifying the website address therefor.


(c)       The
Loan Parties and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required
to be delivered pursuant to Section 5.02 or otherwise are being distributed through a Platform, any document or notice that
the Borrower has indicated contains Non-Public Information shall not be posted on that portion of the Platform designated for Public
Lenders. The Borrower agrees to clearly designate all information provided to the Administrative Agent by or on behalf of the Loan
Parties which is suitable to make available to Public Lenders. If the Borrower has not indicated whether a document or notice delivered
pursuant to Section 5.02 or otherwise contains Non-Public Information, the Administrative Agent reserves the right to post
such document or notice solely on that portion of the Platform designated for Lenders who wish to receive material non-public information
with respect to Holdings, its Subsidiaries and their respective securities.


(d)       Public
Side Information Contacts. Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender
to have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform
in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and
applicable Requirements of Law, including the U.S. Federal and state securities laws, to make reference to electronic communications
that are not made available through the “Public Side Information” portion of the Platform and that may contain material
non-public information with respect to the Borrower or its securities for purposes of the U.S. Federal or state securities laws.
In the event that any Public Lender has elected for itself to not access any information disclosed through the Platform or otherwise,
such Public Lender acknowledges that (i) the Agents and other Lenders may have access to such information and (ii) neither
the Borrower nor any Agent or other Lender with access to such information shall have (x) any responsibility for such Public
Lender’s decision to limit the scope of information it has obtained in connection with this Agreement and the other Loan
Documents or (y) any duty to disclose such information to such electing Lender or to use such information on behalf of such
electing Lender, and shall not be liable for the failure to so disclose or use such information.


(e)       Any
party hereto may change its address or facsimile number for notices and other communications hereunder by notice to the other parties
hereto.


SECTION
9.02.     Waivers; Amendments. (a) No failure or delay by the Administrative Agent or any Lender in exercising any
right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise
of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The rights and remedies of the Administrative Agent and the
Lenders hereunder and under any other Loan Document are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or consent to any departure by any Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing,
the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender
may have had notice or knowledge of such Default at the time.






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(b)       Except
as provided in Section 2.22 with respect to an Incremental Term Loan Amendment, neither this Agreement nor any provision
hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrowers
and the Required Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender (including
any such Lender that is a Defaulting Lender), (ii) reduce or forgive the principal amount of any Loan or reduce the rate of
interest thereon (it being agreed that the waiver of the default interest margin referred to in Section 2.13(d) shall only
require the consent of Required Lenders), or reduce or forgive any interest or fees payable hereunder, without the written consent
of each Lender (including any such Lender that is a Defaulting Lender) directly affected thereby, (iii) postpone any scheduled
date of payment of the principal amount of any Loan (other than mandatory prepayments pursuant to Section 2.11), or any
date for the payment of any interest or fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date of expiration of any Commitment, without the written consent of each Lender (including any such Lender that
is a Defaulting Lender) directly affected thereby, (iv) change Section 2.18(b) or (d) in a manner
that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) change
any of the provisions of this Section or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders (or Lenders of any class) required to waive, amend or modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of each Lender, (vi) release all or substantially
all of the Loan Guarantors from their obligations under the Loan Guaranty without the written consent of each Lender, or (vii) except
as provided in clause (d) of this Section or in any Collateral Document, release all or substantially all of the Collateral,
without the written consent of each Lender; provided, further, that no such agreement shall amend, modify or otherwise
affect the rights or duties of the Administrative Agent or the Collateral Agent, hereunder without the prior written consent of
the Administrative Agent or the Collateral Agent, as the case may be.


(c)       Notwithstanding
the foregoing, this Agreement and any other Loan Document may be amended (or amended and restated) with the written consent of
the Required Lenders, the Administrative Agent and the Borrowers (x) to add one or more credit facilities (in addition to
the Incremental Term Loans pursuant to an Incremental Term Loan Amendment) to this Agreement and to permit extensions of credit
from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits
of this Agreement and the other Loan Documents with the initial2016
Term Loans, 2020 Extended Term Loans, Delayed Draw Term Loans, Incremental Term Loans and the accrued interest and
fees in respect thereof and (y) to include appropriately the Lenders holding such credit facilities in any determination of
the Required Lenders and Lenders.


(d)       The
Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its sole discretion, to release any Liens granted
to the Administrative Agent by the Loan Parties on any Collateral (i) upon the termination of the Commitments, payment and
satisfaction in full in cash of all Secured Obligations (other than Unliquidated Obligations), and the cash collateralization of
all Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii) constituting property being sold or disposed
of if the Loan Party disposing of such property certifies to the Administrative Agent that the sale or disposition is made in compliance
with the terms of this Agreement (and the Administrative Agent may rely conclusively on any such certificate, without further inquiry),
and to the extent that the property being sold or disposed of constitutes 100% of the Equity Interest of a Subsidiary, the Administrative
Agent is authorized to release any Loan Guaranty provided by such Subsidiary, (iii) constituting property leased to a Loan
Party under a lease which has expired or been terminated in a transaction permitted under this Agreement, or (iv) as required
to effect any sale or other disposition of such Collateral in connection with any exercise of remedies of the Administrative Agent
and the Lenders pursuant to Article VII. Except as provided in the preceding sentence, the Administrative Agent will
not release any Liens on Collateral without the prior written authorization of the Required Lenders. Any such 



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release shall not
in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations
of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which
shall continue to constitute part of the Collateral. If the Administrative Agent releases any Collateral in accordance with the
foregoing, Administrative Agent agrees, at Borrowers’ sole expense, to prepare and deliver such documents as Borrower Representative
may reasonably request to evidence such release.


(e)       If,
in connection with any proposed amendment, waiver or consent requiring the consent of “each Lender” or “each
Lender directly affected thereby,” the consent of the Required Lenders is obtained, but the consent of other necessary Lenders
is not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a “Non-Consenting
Lender”), then the Borrowers may elect to replace a Non-Consenting Lender as a Lender party to this Agreement; provided
that, concurrently with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrowers
and the Administrative Agent shall agree, as of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting
Lender pursuant to an Assignment and Assumption (or such other documentation reasonably acceptable to the Borrowers and the Administrative
Agent) and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting Lender
to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04 (provided that so long as the
other requirements of this Section 9.02(e) are satisfied, the failure of any Non-Consenting Lender to execute an Assignment and
Assumption (or such other documentation reasonably acceptable to the Borrowers and the Administrative Agent) shall not render such
assignment and assumption invalid and the assignment effected thereby shall be in full force and effect and shall be recorded in
the Register), and (ii) the Borrowers shall pay to such Non-Consenting Lender in same day funds on the day of such replacement
(1) all interest, fees and other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrowers hereunder
to and including the date of termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.15
and 2.17, and (2) an amount, if any, equal to the payment which would have been due to such Lender on the day of such
replacement under Section 2.16 had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold
to the replacement Lender.


(f)       Notwithstanding
anything to the contrary herein, the Administrative Agent may, with the consent of the Borrower Representative only, amend, modify
or supplement this Agreement or any of the other Loan Documents to cure any ambiguity, omission, mistake, defect or inconsistency.


SECTION
9.03.     Expenses; Indemnity; Damage Waiver. (a) The Borrowers shall pay (i) all reasonable documented out-of-pocket
expenses incurred by the Agents and their Affiliates, including the reasonable and documented fees, charges and disbursements of
one primary counsel and one additional counsel in each applicable jurisdiction for the Agents, in connection with the syndication
and distribution (including, without limitation, via the internet or through a service such as Intralinks) of the credit facilities
provided for herein, the preparation and administration of the Loan Documents or any amendments, modifications or waivers of the
provisions of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all
documented out-of-pocket expenses incurred by the Agents or any Lender, including the fees, charges and disbursements of (x) one
primary counsel and one additional counsel in each applicable jurisdiction for the Agents, (y) one additional counsel for all Lenders
(other than the Agents) and (z) additional counsel in light of actual or potential conflicts of interest or the availability of
different claims or defenses for the Administrative Agent or any Lender, in connection with the enforcement, collection or protection
of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans made
hereunder, including all such documented out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect
of such Loans.






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(b)       The
Borrowers shall, jointly and severally, indemnify the Agents, the Arrangers and each Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, penalties, incremental taxes, liabilities and related expenses, including the fees,
charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the negotiation, preparation, execution or delivery of the Loan Documents or any agreement
or instrument contemplated thereby, the performance by the parties hereto of their respective obligations thereunder or the consummation
of the Transactions or any other transactions contemplated hereby, (ii) any Loan or the use of the proceeds therefrom, (iii) any
actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Borrower or any of
their Subsidiaries, or any Environmental Liability related in any way to any Borrower or any of its Subsidiaries, (iv) the
failure of the Borrowers to deliver to the Administrative Agent the required receipts or other required documentary evidence with
respect to a payment made by the Borrowers for Taxes pursuant to Section 2.17, or (v) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory
and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee,
be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful
misconduct of such Indemnitee. This Section 9.03(b) shall not apply with respect to Taxes other than any Taxes that
represent losses or damages arising from any non-Tax claim.


(c)       To
the extent that the Borrowers fail to pay any amount required to be paid by it to any Agent under paragraph (a) or
(b) of this Section, each Lender severally agrees to pay to such Agent such Lender’s Applicable Percentage (determined
as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (it being understood
that the Borrowers’ failure to pay any such amount shall not relieve the Borrowers of any default in the payment thereof);
provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the
case may be, was incurred by or asserted against such Agent in its capacity as such.


(d)       To
the extent permitted by applicable law, no Loan Party shall assert, and each hereby waives, any claim against any Indemnitee (i)
for any damages arising from the use by others of information or other material obtained through telecommunications, electronic
or other information transmission systems (including the Internet), or (ii) 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 or thereby, the Transactions, any Loan
or the use of the proceeds thereof.


(e)       All
amounts due under this Section shall be payable not later than fifteen (15) days after the Borrower Representative’s receipt
of written demand therefor.


SECTION
9.04.     Successors and Assigns. (a) 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 (i) no Loan Party may assign
or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by any Loan Party without such consent shall be null and void) and (ii) no Lender may assign or otherwise
transfer its rights or obligations hereunder except in accordance with this Section. 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 (c) of this Section) and, to the extent expressly contemplated
hereby, the Related Parties of each 



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of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.


(b)       (i)
Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may 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 DDTL Commitment and the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed)
of:


(A)       the
Borrower Representative; provided that (x) the Borrower Representative shall be deemed to have consented to any such assignment
unless it shall object thereto by written notice to the Administrative Agent within ten (10) Business Days after having received
notice thereof, (y) it shall not be unreasonable for the Borrower Representative to withhold its consent for assignments to any
Person that is directly engaged in the primary business of distributing food products to business establishments, such as restaurants,
country clubs, hotels, caterers, culinary schools and specialty food stores and (z) no consent of the Borrower Representative shall
be required for an assignment to a Lender, an Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred and
is continuing, any other Person; and


(B)       the
Administrative Agent.


(ii)       Assignments
shall be subject to the following additional conditions:


(A)       except
in the case of an assignment to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning
Lender’s DDTL Commitment or Loans of any class, the amount of the DDTL Commitment or 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) shall not be less than $1,000,000 unless each of the Borrower Representative and the Administrative Agent
otherwise consent; provided that no such consent of the Borrower Representative shall be required if an Event of Default
has occurred and is continuing;


(B)       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; provided that this clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of its DDTL Commitment or a class of Loans;


(C)       the
parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (unless otherwise
provided in Section 9.02(e) with respect to the replacement of a Non-Consenting Lender), together with a processing and recordation
fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive or reduce such processing fee
in the case of any assignment; and


(D)       the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee
designates one or more credit contacts to whom all the syndicate-level information (which may contain material non-public information
about Loan Parties and their Related Parties or their respective securities) will be made available and who may receive such information
in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws;
and






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(E)       In
no event shall any Loan Party, any Affiliate of the Loan Parties or any natural person become a Lender hereunder.


For the purposes
of this Section 9.04(b), the term “Approved Fund” has the following meaning:


“Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and 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.


(iii)       Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and after the effective date
specified in each Assignment and Assumption the assignee thereunder shall be a party hereto and, to the extent of the interest
assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this Section 9.04 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 (c) of this Section.


(iv)       The
Administrative Agent, acting for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a
copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders,
and the DDTL Commitment of, and principal amount 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, and the Borrowers,
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, notwithstanding notice to the contrary. The Register shall be available
for inspection by the Borrowers and each Lender (with respect to any entry relating to such Lender’s Loans), at any reasonable
time and from time to time upon reasonable prior notice. Notwithstanding anything in this Agreement to the contrary, the Loans
are intended to be treated as registered obligations for tax purposes and the right, title and interest of the Lenders in and to
such Loans shall be transferable only in accordance with the terms hereof. This Section 9.04(b)(iv) shall be construed
so that the Loans are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2)
and 881(c)(2) of the Code.


(v)       Upon
its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s
completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation
fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b)
of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein
in the Register; provided that if either the assigning Lender or the assignee shall have failed to make any payment required
to be made by it pursuant to Sections 2.07, 2.18(d) or 9.03(c), the Administrative Agent shall have no obligation
to accept such Assignment and Assumption and record the information therein in the Register unless and until such payment shall
have been made in full, together with all accrued interest thereon. No assignment shall be effective for purposes of this Agreement
unless it has been recorded in the Register as provided in this paragraph.






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(c)       Any
Lender may, without the consent of the Borrowers, the Borrower Representative or the Administrative Agent, sell participations
to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its DDTL Commitment and the Loans owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged; (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations; (C) the Borrowers, the Administrative Agent
and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights
and obligations under this Agreement and (D) no Affiliate of any Loan Party shall become a Participant. 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 the first proviso to Section 9.02(b) that affects such Participant. The Borrowers agree that
each Participant shall be entitled to the benefits of Section 2.15, 2.16 and 2.17 (subject to the requirements
and limitations therein, including the requirements under Section 2.17(f) (it being understood that the documentation
required under Section 2.17(f) 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 2.18 and 2.19 as if it were an assignee
under paragraph (b) of this Section; and (B) shall not be entitled to receive any greater payment under Section 2.15
or 2.17, 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.


To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as though it were a Lender; provided such
Participant agrees to be subject to Section 2.18(c) 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 Borrowers, maintain a register on which it enters the name
and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest in the Loans
or other obligations under this Agreement (the “Participant Register”); provided that no Lender shall
have any obligation to disclose all or any portion of the Participant Register to any Person (including the identity of any Participant
or any information relating to a Participant’s interest in any DDTL Commitments, Loans or its other obligations under any
Loan Document) except to the extent that such disclosure is necessary to establish that such DDTL Commitment, Loan 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.


(d)       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,
and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.


SECTION
9.05.     Survival. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan
Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other
Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery
of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent or any Lender may have had notice or 



    	 	93 	 



     


    

knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal
of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and
so long as the DDTL Commitments have not expired or terminated. The provisions of Section 2.15, 2.16, 2.17
and 9.03 and Article VIII shall survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the DDTL Commitments or the
termination of this Agreement or any other Loan Document or any provision hereof or thereof.


SECTION
9.06.     Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Agreement, the other Loan Documents and any separate letter agreements with respect to fees
payable to the Administrative Agent 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. This Agreement
shall become effective on the Effective Date. Except as provided in Section 4.01, this Agreement shall become effective when it
shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof
which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature
page of this Agreement by telecopy, e-mailed .pdf or any other electronic means that reproduces an image of the actual executed
signature page shall be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,”
“signed,” “signature,” “delivery,” and words of like import in or relating to any document
to be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed to include Electronic Signatures,
deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability
as a manually executed signature, physical delivery thereof 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; provided that nothing herein shall require the Administrative Agent to accept electronic signatures in any form
or format without its prior written consent.


SECTION
9.07.     Severability. Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting
the validity, legality and enforceability of the remaining provisions thereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other jurisdiction.


SECTION
9.08.     Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any time held and other obligations at any time
owing by such Lender or Affiliate to or for the credit or the account of the Borrowers or any Loan Guarantor against any of and
all the Secured Obligations held by such Lender, irrespective of whether or not such Lender shall have made any demand under the
Loan Documents and although such obligations may be unmatured. No Lender shall exercise any such right of setoff without the prior
consent of the Administrative Agent or the Required Lenders. The applicable Lender shall notify the Borrower Representative and
the Administrative Agent of such set-off or application; provided that any failure to give or any delay in giving such notice
shall not affect the validity of any such set-off or application under this Section. The rights of each Lender under 



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this Section
are in addition to other rights and remedies (including other rights of setoff) which such Lender may have.


SECTION
9.09.     Governing Law; Jurisdiction; Consent to Service of Process. (a) This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York without regard to conflict of law principles (other than sections
5-1401 and 5-1402 of the New York General Obligations Law).


(b)       To
the fullest extent permitted by applicable law, each Loan Party hereby irrevocably submit to the exclusive jurisdiction of any
New York State court or federal court sitting in the County of New York and the Borough of Manhattan in respect of any claim, suit,
action or proceeding arising out of or relating to the provisions of this Agreement and the other Loan Documents and irrevocably
agree that all claims in respect of any such claim, suit, action or proceeding may be heard and determined in any such court and
that service of process therein may be made by certified mail, postage prepaid, to your address set forth above. Each Loan Party
hereby 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 such claim, suit, action or proceeding brought in any such court, and any claim that any such claim, suit, action
or proceeding brought in any such court has been brought in an inconvenient forum. Each of the parties hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative
Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document
against any Loan Party or its properties in the courts of any jurisdiction.


(c)       Each
Loan Party hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement 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 law, the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court.


(d)       Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01.
Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any
other manner permitted by law.


SECTION
9.10.     WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT,
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 PARTY HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.


SECTION
9.11.     Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting,
this Agreement.






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SECTION
9.12.     Confidentiality. Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ directors,
officers, employees and agents, including affiliates, accountants, legal counsel and other advisors (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 requested by any regulatory authority, (c) to the extent required by Requirement
of Law or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with
the exercise of any remedies under this Agreement or any other Loan Document or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (1) any assignee of or Participant in, or any prospective assignee
of or Participant in, any of its rights or obligations under this Agreement or (2) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) on a confidential
basis to (1) any rating agency in connection with rating Holdings or any of its Subsidiaries or the credit facility provided for
herein or (2) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with
respect to the credit facility provided for herein, (h) with the consent of the Borrower Representative or (i) to the extent
such Information becomes (1) publicly available other than as a result of a breach of this Section or (2) available to
the Administrative Agent or any Lender on a non-confidential basis from a source other than the Borrowers. For the purposes of
this Section, “Information” means all information received from the Borrowers relating to the Borrowers or their
business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis
prior to disclosure by the Borrowers and other than information pertaining to this Agreement routinely provided by arrangers to
data service providers, including league table providers, that serve the lending industry; provided that, in the case of
information received from the Borrowers after the Effective Date, such information is clearly identified at the time of delivery
as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality
of such Information as such Person would accord to its own confidential information.


EACH LENDER ACKNOWLEDGES
THAT INFORMATION (AS DEFINED IN SECTION 9.12) FURNISHED TO IT PURSUANT TO THIS AGREEMENT MAY INCLUDE MATERIAL NON-PUBLIC
INFORMATION CONCERNING THE LOAN PARTIES, AND THEIR AFFILIATES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES, AND CONFIRMS
THAT IT HAS DEVELOPED COMPLIANCE PROCEDURES REGARDING THE USE OF MATERIAL NON-PUBLIC INFORMATION AND THAT IT WILL HANDLE SUCH MATERIAL
NON-PUBLIC INFORMATION IN ACCORDANCE WITH THOSE PROCEDURES AND APPLICABLE LAW, INCLUDING FEDERAL AND STATE SECURITIES LAWS.


ALL INFORMATION,
INCLUDING REQUESTS FOR WAIVERS AND AMENDMENTS, FURNISHED BY THE BORROWERS OR THE ADMINISTRATIVE AGENT PURSUANT TO, OR IN THE COURSE
OF ADMINISTERING, THIS AGREEMENT WILL BE SYNDICATE-LEVEL INFORMATION, WHICH MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION ABOUT LOAN
PARTIES, THE LOAN PARTIES AND THEIR RELATED PARTIES OR THEIR RESPECTIVE SECURITIES. ACCORDINGLY, EACH LENDER REPRESENTS TO THE
BORROWERS AND THE ADMINISTRATIVE AGENT THAT IT HAS IDENTIFIED IN ITS ADMINISTRATIVE QUESTIONNAIRE A CREDIT CONTACT WHO MAY RECEIVE
INFORMATION THAT MAY CONTAIN MATERIAL NON-PUBLIC INFORMATION IN ACCORDANCE WITH ITS COMPLIANCE PROCEDURES AND APPLICABLE LAW, INCLUDING
FEDERAL AND STATE SECURITIES LAWS.






    	 	96 	 



     


    

SECTION
9.13.     Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders hereunder
are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall not
relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that it is not relying on or looking
to any margin stock (as defined in Regulation U of the Board) for the repayment of the Borrowings provided for herein. Anything
contained in this Agreement to the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrowers in
violation of any Requirement of Law.


SECTION
9.14.     USA PATRIOT Act and Beneficial Ownership Regulation.
Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107 56 (signed into law October 26,
2001)) (the “Act”) and the Beneficial Ownership
Regulation hereby notifies the Borrowers that pursuant to the requirements of the Act and
the Beneficial Ownership Regulation, it is required to obtain, verify and record information that identifies the
Borrowers, which information includes the names and addresses of the Borrowers and other information that will allow such Lender
to identify the Borrowers in accordance with the Act and the Beneficial
Ownership Regulation. The Borrowers agree to cooperate with each Lender and provide true, accurate and complete information to
such Lender in response to any such request.


SECTION
9.15.     Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Administrative Agent
and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the
Loan Parties and their respective Affiliates.


SECTION
9.16.     Appointment for Perfection. Each Lender (in its capacity as Lender and as a holder of any other Secured
Obligations) hereby appoints each other Lender as its agent for the purpose of perfecting Liens, for the benefit of the Collateral
Agent, the Administrative Agent, the Lenders and the other holders of Secured Obligations, in assets which, in accordance with
Article 9 of the UCC or any other applicable law can be perfected only by possession or control. Should any Lender (other
than the Collateral Agent) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof
and, promptly upon the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise
deal with such Collateral in accordance with the Collateral Agent’s instructions.


SECTION
9.17.     Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate
applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable
law (collectively the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”)
which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable
law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall
be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such
Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable
to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by
such Lender.


SECTION
9.18.     No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated
hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), each Loan
Party acknowledges and agrees that: (i) (A) the arranging and other services regarding this Agreement provided by the Lenders are
arm’s-length commercial transactions between the Loan Parties and their Affiliates, on the one hand, and the Lenders and
their Affiliates, on the other hand, (B) the Loan Parties have consulted their own legal, accounting, 



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regulatory and tax advisors
to the extent it has deemed appropriate and (C) the Loan Parties are capable of evaluating, and each understands and accepts, the
terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (ii) (A) each of the Lenders
and their Affiliates is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties,
has not been, is not, and will not be acting as an advisor, agent or fiduciary for the Loan Parties or any of their Affiliates,
or any other Person and (B) no Lender or any of its Affiliates has any obligation to the Loan Parties or any of their Affiliates
with respect to the transactions contemplated hereby except, in the case of a Lender, those obligations expressly set forth herein
and in the other Loan Documents; and (iii) each of the Lenders and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Loan Parties and their Affiliates, and no Lender or any of
its Affiliates has any obligation to disclose any of such interests to the Loan Parties or their Affiliates.  To the fullest
extent permitted by law, each Loan Party hereby waives and releases any claims that it may have against each of the Lenders and
their Affiliates with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.


SECTION
9.19.     Intercreditor Agreement. Each of the Lenders hereby acknowledges that it has received and reviewed the Intercreditor
Agreement and agrees to be bound by the terms thereof as if such Lender was a signatory thereto. Each Lender (and each Person that
becomes a Lender hereunder pursuant to Section 9.04) hereby (a) acknowledges that Jefferies Finance LLC is acting under the
Intercreditor Agreement as the Term Loan Representative and Jefferies Finance LLC and its Affiliates is or may be a Lender hereunder
and/or under the ABL Loan Documents and (b) waives any conflict of interest, now contemplated or arising hereafter, in connection
therewith and agrees not to assert against the Administrative Agent any claims, cause of action, damages or liabilities of whatever
kind or nature relating thereto. Each Lender (and each Person that becomes a Lender hereunder pursuant to Section 9.04) hereby
authorizes and directs the Administrative Agent to enter into the Intercreditor Agreement on behalf of such Lender and agrees that
the Administrative Agent may take such actions on its behalf as is contemplated by the terms of the Intercreditor Agreement.


SECTION
9.20.     Acknowledgement and Consent to Bail-In of EEAAffected
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 EEAAffected
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 EEAthe
applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


(a)       the
application of any Write-Down and Conversion Powers by an EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party
hereto that is an EEAAffected
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 EEAAffected
Financial Institution, its parent entityundertaking,
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
EEAthe applicable Resolution Authority.






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SECTION
9.21.     Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Swap Agreements or any other agreement or instrument that is a QFC (such support “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power
of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street
Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the
provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed
by the laws of the State of New York and/or of the United States or any other state of the United States):


In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


SECTION
9.22.     Certain ERISA Matters.


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


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


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






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


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


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


Article
X



Loan GuarantY


SECTION
10.01.     Guaranty. Each Loan Guarantor hereby agrees that it is jointly and severally liable for, and, as a primary
obligor and not merely as surety, absolutely and unconditionally guarantees to the Lenders, the prompt payment when due, whether
at stated maturity, upon acceleration or otherwise, and at all times thereafter, of the Obligations and all costs and expenses,
including, without limitation, all court costs and attorneys’ and paralegals’ fees (including allocated costs of in-house
counsel and paralegals) and expenses paid or incurred by the Administrative Agent and the Lenders in endeavoring to collect all
or any part of the Obligations from, or in prosecuting any action against, any Borrower, any Loan Guarantor or any other guarantor
of all or any part of the Obligations (such costs and expenses, together with the Obligations, collectively the “Guaranteed
Obligations”). Each Loan Guarantor further agrees that the Guaranteed Obligations may be extended or renewed in whole
or in part without notice to or further assent from it, and that it remains bound upon its guarantee notwithstanding any such extension
or renewal. All terms of this Loan Guaranty apply to and may be enforced by or on behalf of any domestic or foreign branch or Affiliate
of any Lender that extended any portion of the Guaranteed Obligations.


SECTION
10.02.     Guaranty of Payment. This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor
waives any right to require the Administrative Agent or any Lender to sue any Borrower, any Loan Guarantor, any other guarantor,
or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “Obligated Party”),
or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.






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SECTION
10.03.     No Discharge or Diminishment of Loan Guaranty. (a) Except as otherwise provided for herein, the obligations
of each Loan Guarantor hereunder are unconditional and absolute and not subject to any reduction, limitation, impairment or termination
for any reason (other than the indefeasible payment in full in cash of the Guaranteed Obligations), including: (i) any claim
of waiver, release, extension, renewal, settlement, surrender, alteration or compromise of any of the Guaranteed Obligations, by
operation of law or otherwise; (ii) any change in the corporate existence, structure or ownership of any Borrower or any other
Obligated Party liable for any of the Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or other similar
proceeding affecting any Obligated Party or their assets or any resulting release or discharge of any obligation of any Obligated
Party; or (iv) the existence of any claim, setoff or other rights which any Loan Guarantor may have at any time against any
Obligated Party, the Administrative Agent, any Lender or any other Person, whether in connection herewith or in any unrelated transactions.


(b)       The
obligations of each Loan Guarantor hereunder are not subject to any defense or setoff, counterclaim, recoupment or termination
whatsoever by reason of the invalidity, illegality or unenforceability of any of the Guaranteed Obligations or otherwise, or any
provision of applicable law or regulation purporting to prohibit payment by any Obligated Party, of the Guaranteed Obligations
or any part thereof.


(c)       Further,
the obligations of any Loan Guarantor hereunder are not discharged or impaired or otherwise affected by: (i) the failure of
the Administrative Agent, the Collateral Agent or any Lender to assert any claim or demand or to enforce any remedy with respect
to all or any part of the Guaranteed Obligations; (ii) any waiver or modification of or supplement to any provision of any
agreement relating to the Guaranteed Obligations; (iii) any release, non-perfection or invalidity of any indirect or direct
security for the obligations of any Borrower for all or any part of the Guaranteed Obligations or any obligations of any other
Obligated Party liable for any of the Guaranteed Obligations; (iv) any action or failure to act by the Administrative Agent,
the Collateral Agent or any Lender with respect to any collateral securing any part of the Guaranteed Obligations; or (v) any
default, failure or delay, willful or otherwise, in the payment or performance of any of the Guaranteed Obligations, or any other
circumstance, act, omission or delay that might in any manner or to any extent vary the risk of such Loan Guarantor or that would
otherwise operate as a discharge of any Loan Guarantor as a matter of law or equity (other than the indefeasible payment in full
in cash of the Guaranteed Obligations).


SECTION
10.04.     Defenses Waived. To the fullest extent permitted by applicable law, each Loan Guarantor hereby waives any
defense based on or arising out of any defense of any Borrower or any Loan Guarantor or the unenforceability of all or any part
of the Guaranteed Obligations from any cause, or the cessation from any cause of the liability of any Borrower or any Loan Guarantor,
other than the indefeasible payment in full in cash of the Guaranteed Obligations. Without limiting the generality of the foregoing,
each Loan Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and, to the fullest extent permitted by
law, any notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against
any Obligated Party, or any other Person. Each Loan Guarantor confirms that it is not a surety under any state law and shall not
raise any such law as a defense to its obligations hereunder. The Collateral Agent may, at its election, foreclose on any Collateral
held by it by one or more judicial or non-judicial sales, accept an assignment of any such Collateral in lieu of foreclosure or
otherwise act or fail to act with respect to any collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with any Obligated Party or exercise any other right
or remedy available to it against any Obligated Party, without affecting or impairing in any way the liability of such Loan Guarantor
under this Loan Guaranty except to the extent the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the
fullest extent permitted by applicable law, each Loan Guarantor waives any defense arising out of any such election even though
that election may operate, pursuant to applicable law, to impair or 



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extinguish any right of reimbursement or subrogation or other
right or remedy of any Loan Guarantor against any Obligated Party or any security.


SECTION
10.05.     Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action, including, without
limitation, a claim of subrogation, contribution or indemnification, that it has against any Obligated Party, or any collateral,
until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Administrative Agent, the Collateral
Agent and the Lenders.


SECTION
10.06.     Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed Obligations
(including a payment effected through exercise of a right of setoff) is rescinded or must otherwise be restored or returned upon
the insolvency, bankruptcy or reorganization of any Borrower or otherwise (including pursuant to any settlement entered into by
a Secured Party in its discretion), each Loan Guarantor’s obligations under this Loan Guaranty with respect to that payment
shall be reinstated at such time as though the payment had not been made and whether or not the Administrative Agent and the Lenders
are in possession of this Loan Guaranty. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed
upon the insolvency, bankruptcy or reorganization of any Borrower, all such amounts otherwise subject to acceleration under the
terms of any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on
demand by the Administrative Agent.


SECTION
10.07.     Information. Each Loan Guarantor assumes all responsibility for being and keeping itself informed of the
Borrowers’ financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan Guaranty,
and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise any Loan Guarantor of information
known to it regarding those circumstances or risks.


SECTION
10.08.     [Intentionally Omitted].


SECTION
10.09.     Taxes. Each payment of the Guaranteed Obligations will be made by each Loan Guarantor without withholding
for any Taxes, unless such withholding is required by law. If any Loan Guarantor determines, in its sole discretion exercised in
good faith, that it is so required to withhold Taxes, then such Loan Guarantor may so withhold and shall timely pay the full amount
of withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes,
then the amount payable by such Loan Guarantor shall be increased as necessary so that, net of such withholding (including such
withholding applicable to additional amounts payable under this Section), the Administrative Agent or applicable Lender (as the
case may be) receives the amount it would have received had no such withholding been made.


SECTION
10.10.     Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or proceeding
involving any state corporate law, or any state, federal or foreign bankruptcy, insolvency, reorganization or other law affecting
the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held or
determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor’s liability under this
Loan Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall,
without any further action by the Loan Guarantors or the Administrative Agent or any Lender, be automatically limited and reduced
to the highest amount that is valid and enforceable as determined in such action or proceeding (such highest amount determined
hereunder being the relevant Loan Guarantor’s “Maximum Liability”). This Section with respect to the Maximum
Liability of each Loan Guarantor is intended solely to preserve the rights of the Administrative Agent and the Lenders to the maximum
extent not subject to avoidance under applicable law, and no Loan Guarantor nor any other 



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Person shall have any right or claim
under this Section with respect to such Maximum Liability, except to the extent necessary so that the obligations of any Loan Guarantor
hereunder shall not be rendered voidable under applicable law. Each Loan Guarantor agrees that the Guaranteed Obligations may at
any time and from time to time exceed the Maximum Liability of each Loan Guarantor without impairing this Loan Guaranty or affecting
the rights and remedies of the Administrative Agent or the Lenders hereunder; provided that, nothing in this sentence shall
be construed to increase any Loan Guarantor’s obligations hereunder beyond its Maximum Liability.


SECTION
10.11.     Contribution. In the event any Loan Guarantor (a “Paying Guarantor”) shall make any
payment or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted
by it to secure its obligations under this Loan Guaranty, each other Loan Guarantor (each a “Non-Paying Guarantor”)
shall contribute to such Paying Guarantor an amount equal to such Non-Paying Guarantor’s “Contribution Percentage”
of such payment or payments made, or losses suffered, by such Paying Guarantor. For purposes of this Article X, each
Non-Paying Guarantor’s “Contribution Percentage” with respect to any such payment or loss by a Paying
Guarantor shall be determined as of the date on which such payment or loss was made by reference to the ratio of (i) such
Non-Paying Guarantor’s Maximum Liability as of such date (without giving effect to any right to receive, or obligation to
make, any contribution hereunder) or, if such Non-Paying Guarantor’s Maximum Liability has not been determined, the aggregate
amount of all monies received by such Non-Paying Guarantor from the Borrowers after the Effective Date (whether by loan, capital
infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder (including such Paying
Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any contribution hereunder),
or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate amount of all monies received
by such Loan Guarantors from the Borrowers after the Effective Date (whether by loan, capital infusion or by other means). Nothing
in this provision shall affect any Loan Guarantor’s several liability for the entire amount of the Guaranteed Obligations
(up to such Loan Guarantor’s Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to receive
any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment to the
payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of all of the Administrative Agent, the
Lenders and the Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.


SECTION
10.12.     Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X
is in addition to and shall be cumulative with all liabilities of each Loan Party to the Administrative Agent and the Lenders under
this Agreement and the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities
of the other Loan Parties, without any limitation as to amount, unless the instrument or agreement evidencing or creating such
other liability specifically provides to the contrary.


Article
XI



The Borrower Representative


SECTION
11.01.     Appointment; Nature of Relationship. Holdings is hereby appointed by each of the Borrowers as its contractual
representative (herein referred to as the “Borrower Representative” hereunder and under each other Loan Document,
and each of the Borrowers irrevocably authorizes the Borrower Representative to act as the contractual representative of such Borrower
with the rights and duties expressly set forth herein and in the other Loan Documents. The Borrower Representative agrees to act
as such contractual representative upon the express conditions contained in this Article XI. The Administrative Agent
and the Lenders, and their respective officers, directors, agents or employees, 



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shall not be liable to the Borrower Representative
or any Borrower for any action taken or omitted to be taken by the Borrower Representative or the Borrowers pursuant to this Section 11.01.


SECTION
11.02.     Powers. The Borrower Representative shall have and may exercise such powers under the Loan Documents as
are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably
incidental thereto. The Borrower Representative shall have no implied duties to the Borrowers, or any obligation to the Lenders
to take any action thereunder except any action specifically provided by the Loan Documents to be taken by the Borrower Representative.


SECTION
11.03.     Employment of Agents. The Borrower Representative may execute any of its duties as the Borrower Representative
hereunder and under any other Loan Document by or through authorized officers.


SECTION
11.04.     Notices. Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default
hereunder describing such Default and stating that such notice is a “notice of default”. In the event that the Borrower
Representative receives such a notice, the Borrower Representative shall give prompt notice thereof to the Administrative Agent
and the Lenders. Any notice provided to the Borrower Representative hereunder shall constitute notice to each Borrower on the date
received by the Borrower Representative.


SECTION
11.05.     Successor Borrower Representative. Upon the prior written consent of the Administrative Agent, the Borrower
Representative may resign at any time, such resignation to be effective upon the appointment of a successor Borrower Representative.
The Administrative Agent shall give prompt written notice of such resignation to the Lenders.


SECTION
11.06.     Execution of Loan Documents. The Borrowers hereby empower and authorize the Borrower Representative, on
behalf of the Borrowers, to execute and deliver to the Administrative Agent and the Lenders the Loan Documents and all related
agreements, certificates, documents, or instruments as shall be necessary or appropriate to effect the purposes of the Loan Documents,
including, without limitation, the Financials Certificates. Each Borrower agrees that any action taken by the Borrower Representative
or the Borrowers in accordance with the terms of this Agreement or the other Loan Documents, and the exercise by the Borrower Representative
of its powers set forth therein or herein, together with such other powers that are reasonably incidental thereto, shall be binding
upon all of the Borrowers.


 


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