Common use of Conditions Precedent to Amendment Clause in Contracts

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed and delivered by the parties hereto. (b) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereof. (e) After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (f) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction of each This Amendment shall become effective as of the date on which the following shall constitute conditions precedent to the effectiveness of this Amendment are satisfied (such date upon which such conditions are all satisfieddate, being the “Sixth Amendment Effective Date”): (a) The Administrative Agent shall have received from the Borrower, each other Loan Party, and each Lender a counterpart of this Amendment, Amendment duly executed and delivered by the parties heretoon behalf of such party. (b) If required by Administrative Agent, the Administrative Agent shall have received a certificate from favorable written opinion (addressed to the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Administrative Agent and the Lenders and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, ) of counsel for the Loan Parties in form and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting substance reasonably satisfactory to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan PartyAdministrative Agent. (c) The Administrative Agent shall have received a certificate of statusBorrower, good standing dated the Amendment Effective Date and in form and substance reasonably satisfactory to the Administrative Agent, executed by any Responsible Officer of Borrower, including or other equivalentattaching (i) copies of resolutions of the board of directors and/or similar governing bodies of Borrower approving and authorizing the execution, delivery and performance of the Loan Documents to which it is a party, certified as of the Amendment Effective Date by a secretary, an assistant secretary or a Responsible Officer of Borrower as being in full force and effect without modification or amendment, and (ii) the documents or certifications, as applicable, referred to in paragraph (d) of this Section, or otherwise certifying such documents provided to Administrative Agent in connection with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer closing of the jurisdiction of incorporation Credit Agreement or organization of such Loan Partysubsequent Subsidiary Guarantees by Subsidiary Guarantors (as applicable) remain in full force and effect, which certificate shall indicate that such Loan Party is in good standing in such jurisdictionand without amendment or modification. (d) The Administrative Agent shall have received (i) copies as to each Loan Party, either (x) a copy of each certificate or articles of incorporation or organization or other applicable constitutive documents of such Loan Party certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s certificate or articles of incorporation or organization or other applicable constitutive documents most recently certified and delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain in full force and effect on the Amendment Effective Date without modification or amendment since such original delivery, (ii) as to each Loan Party, either (x) signature and incumbency certificates of the Responsible Officers of such Loan Party executing the Loan Documents to which it is a party or (y) written certification by such Loan Party’s secretary, assistant secretary or other Responsible Officer that such Loan Party’s signature and incumbency certificates most recently delivered to the Administrative Agent prior to the Amendment Effective Date pursuant to the Loan Documents remain true and correct as of the Amendment Effective Date, and (iii) a certificate of existence or good standing (to the extent such concept exists) from the applicable Governmental Authority of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documentsjurisdiction of incorporation, as amended, modified organization or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and formation as of the date hereofa reasonably recent date. (e) After giving effect to this Amendment, the representations The Administrative Agent shall have received all fees and warranties set forth herein other amounts due and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified payable on or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except prior to the extent that such representations Amendment Effective Date, including reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and warranties relate solely disbursements of counsel) required to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date)reimbursed or paid by any Loan Party. (f) After The Administrative Agent shall have received such other documents and agreements as required by Administrative Agent in connection with this Amendment. (g) Upon the effectiveness of this Amendment and both immediately before and immediately after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA)exist. (h) The representations and warranties in Section 4 of this Amendment shall be true and correct in all material respects. The Administrative Agent shall have received a joinder agreement duly executed notify the Borrower and delivered by ▇▇▇▇▇▇▇the Lenders of the Amendment Effective Date, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents such notice shall be in full force conclusive and effectbinding. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed and delivered by the parties hereto., and the same shall be in full force and effect; (b) Agent shall have received UCC, tax lien, judgment lien, litigation, bankruptcy and intellectual property searches with respect to New Holdco, and the same shall be satisfactory to Agent. (c) Agent shall have received each of the following documents, each in form and substance satisfactory to Agent, each duly executed and delivered by the parties thereto, and each such document shall be in full force and effect: i. Joinder to the Credit Agreement; ii. Joinder to the Guaranty and Security Agreement; iii. a certificate from Pledged Interests Addendum provided by Borrower to Agent with respect to the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary pledge of each Loan Party the Equity Interests of New Holdco (other than ▇▇▇▇▇▇▇the “GH Group Pledged Interest Addendum”), ; iv. a Pledged Interests Addendum provided by New Holdco to Agent with respect to the pledge of the Equity Interests of [REDACTED – SUBSIDIARY GUARANTORS] (the “New Holdco Pledged Interest Addendum”); v. that certain Contribution and Assignment Agreement dated as of the date hereofhereof (the “Contribution and Assignment Agreement”); and vi. Joinder to the Intercompany Subordination Agreement. (d) Agent shall have received an opinion of New Holdco’s counsel, in form and substance satisfactory to Agent, with respect to such matters as Agent may reasonably request. (e) Agent shall have received appropriate UCC financing statements to be filed against New Holdco in such office or offices as may be necessary or, in the opinion of Agent, desirable to perfect Agent’s Liens in and to the Collateral owned by New Holdco. (f) Except as set forth in Exhibit A hereto, Agent shall have received certificates of insurance, together with the endorsements thereto, as are required by Section 5.6 of the Credit Agreement, the form and substance of which shall be satisfactory to Agent. (g) Agent shall have received a certificate from an authorized officer of New Holdco in such capacity (i) certifying attesting that the copies of New Holdco’s Governing Documents attached thereto are in effect as of the date thereof, and that there have been no amendments, restatements, supplements or other modifications to such Governing Documents as of the date thereof, (ii) attesting to the resolutions of such Loan PartyNew Holdco’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s authorizing its execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party it is a party, (iii) authorizing specific officers of New Holdco to execute the same, and (ii) either (Aiv) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan PartyNew Holdco. (ch) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, status with respect to each Loan Party New Holdco, which certificate shall (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to i) be issued by the appropriate officer of the jurisdiction of incorporation or organization of New Holdco within fifteen days of such Loan Partydelivery, which certificate shall (ii) indicate that such Loan Party New Holdco is in good standing in such jurisdiction, and (iii) be in form and substance satisfactory to Agent. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereof. (e) After giving effect to this Amendment, the representations and warranties set forth herein contained herein, in the Credit Agreement, and in the Credit Agreement and the other Loan Documents Documents, in each case shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). Notwithstanding anything herein to the contrary, none of the Element Entities are making any of the representations in Section 4.5, 4.7, 4.15 or 4.26 of the Credit Agreement on the Amendment Effective Date. (fj) After giving effect to this AmendmentNo injunction, no writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, Agent, any other member of the Lender Group. (k) No Default or Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (gl) Agent Borrower shall have receivedpay concurrently with the closing of the transactions evidenced by this Amendment, in immediately available fundsall fees, costs, expenses and taxes then payable pursuant to the Amendment Fee referred to in Credit Agreement and Section 9 hereof (which Amendment Fee shall be for the ratable benefit 6 of WFCF and BofA)this Amendment. (hm) Agent All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have received a joinder agreement duly executed been delivered, executed, or recorded and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being shall be in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent (at the direction of the Required Lenders) or the Required Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment No. 2 (such the date upon on which all such conditions precedent are all satisfiedeither satisfied or waived, being the “Sixth Second Amendment Effective Date”): (a) The Agent and the Lenders shall have received this AmendmentAmendment No. 2, duly executed and delivered by the parties hereto.; (b) Agent shall have received a Evidence of the insurance coverage for each of the New Subsidiary Guarantors as required by Section 6.8 of the Loan Agreement; (c) A duly executed officer’s certificate from of each Loan Party containing the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary following documents: (i) the Organization Documents of each Loan Party (other than ▇▇▇▇▇▇▇)which, dated to the extent filed with a Governmental Authority, shall be certified as of a recent date by such Governmental Authority) or to the extent applicable, certifying no change thereto as of the date hereofSecond Amendment Effective Date, (iii) resolutions authorizing the Loan Documents, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Second Amendment Effective Date; (d) All necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of the Loan Documents by the Loan Parties; (e) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercreditor Agreement; (f) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercompany Subordination Agreement; (g) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Collateral Pledge Agreement; (h) A Solvency Certificate from the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the transactions contemplated by this Amendment No. 2) certifying that the resolutions Loan Parties, individually and collectively, are not Insolvent; (i) Such documents, instruments and agreements, including certificates evidencing Collateral consisting of such Loan Party’s board Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements, as the Lenders shall reasonably request to evidence the perfection and priority of directors (or similar governing body) attached to a certificate previously delivered the security interests granted to Agent and dated as pursuant to Article 4 of the Closing Date Loan Agreement; (j) Subject to Section 6.19 of the Loan Agreement, the Agent shall have received, all documents, agreements and instruments required to create and perfect the Agent’s security interest in the Collateral. The New Subsidiary Guarantors shall have filed or any other applicable date shall have provided all UCC-1 financing statements in form for filing by the Required Lenders or their counsel and shall have delivered all certificated pledged equity and documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Second Amendment Effective Date; (k) The New Subsidiary Guarantors shall have provided no less than three (3) Business Days prior to the date hereofSecond Amendment Effective Date the documentation and other information to the Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Second Amendment Effective Date under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT ACT, the USA FREEDOM Act, IRS Form W-9 (if applicable) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party.applicable tax forms; (cl) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate Confirmation that such Loan Party is in good standing in such jurisdiction. (d) Agent shall have received (i) copies the representations and warranties contained in Section 5 of each the Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent Agreement and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) Section 4 hereof shall be true and correct on and as of the date hereof. (e) After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects Second Amendment Effective Date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that for such representations and warranties relate solely to an earlier made as of a specific date, in which case such representations and warranties shall be true, true and correct and complete in all material respects as of such earlier specific date). (f) After , after giving effect in all cases to this Amendmentany standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 4 hereof as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred and be continuing continuing, or shall result from would exist after giving effect to the consummation of the transactions contemplated herein.Milestone Extension; and (gm) Such other documents, and completion of such other matters, as Agent shall have receivedor Lenders may reasonably deem necessary or appropriate. For purposes of determining compliance with the conditions specified in this Section 3, in immediately available funds, the each Lender that has signed this Amendment Fee referred to in Section 9 hereof (which Amendment Fee No. 2 shall be for deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party notice from such Lender prior to the proposed Second Amendment Effective Date specifying its objection thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction of each This Agreement shall become effective on and as of the following shall constitute conditions precedent to the effectiveness of this Amendment Business Day (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”) occurring on which the following conditions precedent have been satisfied (unless a condition shall have been waived in accordance with Section 9.02 of the Existing Credit Agreement): (a) the Administrative Agent shall have received this Amendment, duly executed and delivered by the parties hereto. (b) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, following documents: (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance counterparts of this AmendmentAgreement, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party.by each party hereto; (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered customary favorable written opinion (addressed to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereof. (e) After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement Administrative and the other Loan Documents shall be trueLenders and dated the Effective Date) of Dechert LLP, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (f) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be counsel for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇Borrower, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to the Administrative Agent and covering such matters as the Administrative Agent may reasonably request (and the Borrower hereby instructs such counsel to deliver such opinion to the Administrative Agent and the Lenders); and (iii) a certificate of the secretary or assistant secretary of the Borrower, dated the Effective Date, certifying that attached thereto are (1) true and complete copies of the organizational documents of the Borrower certified as of a recent date by the appropriate governmental official (or that the organizational documents of the Borrower have not changed since previously delivered to the Administrative Agent), which documents shall be (2) signature and incumbency certificates of the officers of the Borrower executing this Agreement, (3) true and complete resolutions of the Board of Directors of the Borrower approving and authorizing the execution, delivery and performance of this Agreement and the Credit Agreement, as applicable, and that such resolutions are in full force and effect.effect without modification or amendment, (4) a good standing certificate from the applicable Governmental Authority of the Borrower’s jurisdiction of incorporation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Effective Date, and (5) such other documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Borrower, and the authorization of the transactions contemplated by this Agreement, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; (ib) Agent the Borrower shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-paid, or substantially concurrently with the Effective Date is paying, ▇▇▇▇▇ ▇▇ , ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bankruptcy Court & ▇▇▇▇▇▇▇▇ LLP, counsel for the District Administrative Agent, for its reasonable and documented fees, charges and disbursements related to this Agreement invoiced at least one (1) Business Day prior to the Effective Date; and (c) prior to or substantially concurrently with the Effective Date, the Administrative Agent shall have received, pursuant to and to the extent required under Section 9.03 of Delaware have been closedthe Existing Credit Agreement, all other reasonable and documented out- of-pocket fees and expenses related to this Agreement due and owing on the Effective Date.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment (such date upon which such conditions are all satisfied, being the “Sixth Fourth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed by each of the Loan Parties and delivered by the parties heretoeach Lender. (b) Agent shall have received a certificate from the SecretaryFee Letter, Assistant Secretary, Company Secretary or Corporate Secretary duly executed by each of each Loan Party Borrowers and Agent. (other than c) Agent shall have received an opinion of ▇▇▇▇▇▇▇)▇▇ ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the U.S. Loan Parties, dated as of the date hereof, in form and substance reasonably satisfactory to the Agent. (id) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to Agent shall have received a certificate setting forth any modifications to the most recent Perfection Certificate previously delivered to Agent and required to make such Perfection Certificate accurate as of the date hereof, dated as of the Closing Date (or any other applicable date prior to hereto, and the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain same shall be in full force and effect as effect. (e) Agent shall have received certificates from the Secretary of each Borrower (i) attesting to no change with respect to the Sixth Amendment Effective DateGoverning Documents of Borrowers since last delivered to Agent, and (Bii) authorize such Loan Party’s attesting to the resolutions of ▇▇▇▇▇▇▇▇'s board of directors or managers authorizing its execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party it is a party, (iii) authorizing specific officers of each Borrower to execute the same, and (ii) either (Aiv) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Partyeach Borrower. (cf) Agents shall have received amendments to the intellectual property security agreements, duly executed and delivered by the Loan Parties who own the intellectual property set forth therein, with respect to any registered intellectual property owned by any Loan Party as of the date hereof and not subject to an intellectual property security agreement. (g) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, status with respect to each Loan Party (other than ▇▇▇▇▇▇▇), Borrower dated as within 30 days of a recent datethe date hereof, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, each Borrower which certificate shall indicate that such Loan Party each Borrower is in good standing in such jurisdiction. (dh) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing DocumentsUCC, as amendedtax lien, modified or supplemented judgment lien, litigation, bankruptcy and intellectual property searches with respect to the date hereofLoan Parties, certified by and the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached same shall be satisfactory to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereofAgent. (ei) After giving effect to this Amendment, the representations and warranties set forth herein contained herein, in the Credit Agreement, and in the Credit Agreement and the other Loan Documents Documents, in each case shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). (fj) After giving effect to this AmendmentNo injunction, no Default writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, Agent, any other member of the Lender Group, or any Bank Product Provider. (k) No Event of Default shall have occurred and be continuing or as of the Fourth Amendment Effective Date, nor shall any Event of Default result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction of This Amendment No. 3 shall become effective on the date (the “Amendment No. 3 Effective Date”) when each of the following shall constitute conditions precedent to in this Section have been satisfied (or waived) by the effectiveness of this Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”):Lender: (a) Agent The Lender shall have received this Amendmenton or before the Amendment No. 3 Effective Date the following, duly executed each in form and delivered by substance reasonably satisfactory to the parties hereto. (b) Administrative Agent shall have received a certificate from the Secretaryand, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇)unless indicated otherwise, dated as of the date hereofAmendment No. 3 Effective Date and, if applicable, duly executed by the Persons party thereto: (i) certifying that the resolutions An executed copy of such this Amendment No. 3. (ii) A certificate of an Authorized Officer of each Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party certifying (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as to copies of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Governing Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which together with all amendments thereto (including, without limitation, a true and complete copy of the charter, certificate shall indicate that of formation, certificate of limited partnership, certificate of incorporation, articles of association, memorandum of association, or other publicly filed organizational document of each Loan Party certified as of a recent date not more than 30 days prior to the Amendment No. 3 Effective Date by an appropriate official of the jurisdiction of organization or formation, as applicable, of such Loan Party which shall set forth the same complete name of such Loan Party as is in good standing in such jurisdiction. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to set forth herein and the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary organizational number of such Loan Party, if an organizational number is issued in such jurisdiction), (B) as to a copy of the resolutions or written consents of the board of directors, shareholders and/or any similar governing body of such Loan Party authorizing (i) the transactions contemplated by this Amendment No. 3 and (ii) a certificate the execution, delivery and performance by such Loan Party of this Amendment No. 3 and the execution and delivery of the other documents to be delivered by such Person in connection herewith and therewith, (C) the names and true signatures of the representatives of such SecretaryLoan Party authorized to sign this Amendment No. 3 and other documents to be executed and delivered by such Loan Party in connection herewith and therewith, Assistant Secretary, Company Secretary or Corporate Secretary that together with evidence of the incumbency of such authorized officers, (D) a copy of the Governing Documents of such Loan Party previously attached to a certificate previously delivered (including bylaws, operating agreement, partnership or other applicable organization document of each Loan Party), including all amendments thereto, and (E) such certificates of good standing or existence (to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary extent such concept exists in the applicable jurisdiction) from the applicable secretary of state of the state of organization of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereofParty. (e) After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (f) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction or waiver of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized official of each Guarantor. (c) Agent shall have received the Amended and Restated Fee Letter, in form and substance satisfactory to Agent, duly executed by the parties thereto, and the same shall be in full force and effect. (d) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇)Party, dated as of the date hereofAmendment Effective Date, (i) certifying that attesting to the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s authorizing its execution, delivery, and performance of this Amendment, and approve approving the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party. (e) Agent shall have received copies of each Loan Party’s Governing Documents, and (ii) either (A) attesting as amended, modified, or supplemented, on or prior to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that Amendment Effective Date, certified by the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf Secretary of such Loan Party. (cf) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, status with respect to each Loan Party (other than ▇▇▇▇▇▇▇)Party, dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (dg) Agent shall have received (i) copies certificates of status with respect to each Loan Party’s , dated as of a recent date, such certificates to be issued by the appropriate officer of the jurisdictions (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary jurisdiction of organization of such Loan Party), in which the failure to be duly qualified or (ii) licensed would constitute a certificate of such SecretaryMaterial Adverse Change, Assistant Secretary, Company Secretary or Corporate Secretary which certificates shall indicate that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of is in good standing in such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereofjurisdictions. (eh) After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (fi) No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, Agent, or any Lender. (j) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment (such date upon which such conditions are all satisfied, being the “Sixth Fourth Amendment Conditions Precedent” and such date being the “Fourth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary other Authorized Person of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, (i) certifying that attesting to the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s authorizing its execution, delivery, and performance of this the Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which (ii) authorizing specific officers of such Loan Party is a partyto execute the same, and (ii) either (Aiii) attesting to the incumbency and signatures of such specific officers of such Loan Party Party. (i) Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented as of the Fourth Amendment Effective Date, which Governing Documents shall be (A) certified by the Secretary of such Loan Party, and (B) attesting with respect to Governing Documents that are charter documents, certified as of a recent date (not more than 30 days prior to the officers Fourth Amendment Effective Date) by the appropriate governmental official (or, alternatively, that true and complete copies of each Organizational Document of such Loan Credit Party for which incumbency and signatures were attached to a certificate previously certified to in such prior certificate delivered to Administrative Agent remain authorized to act on behalf of such Credit Party (a “Prior Certificate”) remain in full force and effect and have not been amended or modified since the date of such Prior Certificate) and (ii) each Loan Party’s Governing Documents shall have been amended to remove any prohibitions or transfer restrictions on its equity interests in a manner satisfactory to Agent and such Governing Documents shall be otherwise in form and substance reasonably satisfactory to Agent. (cd) Agent shall have received a certificate of status, status or certificate of good standing or other equivalentstanding, as applicable, applicable with respect to each Loan Party (other than ▇▇▇▇▇▇▇)Party, dated as within 30 days of a recent datethe Fourth Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) together with a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as verbal bring down letter dated within 1 day of the date hereofFourth Amendment Effective Date. (e) The payment of all fees and expenses required to be paid by Borrower on or about the Fourth Amendment Effective Date under the Loan Documents and all expenses to be paid or reimbursed to the Agent that have been invoiced prior to the Fourth Amendment Effective Date shall have been paid. (f) After giving effect to this Amendment, the representations and warranties set forth herein contained herein, in the Credit Agreement, and in the Credit Agreement and the other Loan Documents Documents, in each case shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). Notwithstanding anything herein to the contrary, none of the Element Entities are making any of the representations in Section 4.5, 4.7, 4.15 or 4.26 of the Credit Agreement on the Fourth Amendment Effective Date. (fg) After giving effect to this AmendmentNo injunction, no writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower, any Guarantor, Agent, any other member of the Lender Group. (h) No Default or Event of Default (other than the Specified Default) shall have occurred and be continuing or as of the Fourth Amendment Effective Date, nor shall either result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment (such the first date upon which all such conditions are all have been satisfied, being the “Sixth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Agent shall have received the reaffirmation and consent of each Guarantor attached hereto as Exhibit A, duly executed and delivered by an authorized officer of each Guarantor. (c) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, ACME (i) certifying that attesting to the resolutions of such Loan PartyACME’s board Board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s Directors authorizing its execution, delivery, delivery and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party ACME is a party, and (ii) either authorizing specific officers of ACME to execute the same, (Aiii) attesting to the incumbency and signatures of such specific officers of such Loan Party ACME, (iv) certifying as to the Governing Documents, as amended, modified, or (B) attesting that supplemented to the officers date of this Amendment of ACME, and attaching certified copies of such Loan Party for which incumbency and signatures were previously certified Governing Documents, (v) certifying as to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, status with respect to each Loan Party (other than ▇▇▇▇▇▇▇)ACME, dated as within 10 days of a recent datethe date of this Amendment, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan PartyACME, which certificate shall indicate that such Loan Party ACME is in good standing in such jurisdiction, and (vi) certifying as to certificates of status with respect to ACME, each dated within 30 days of the Closing Date, such certificates to be issued by the appropriate officer of the jurisdictions (other than the jurisdiction of organization of ACME) in which its failure to be duly qualified or licensed would constitute a Material Adverse Change, which certificates shall indicate that ACME is in good standing in such jurisdictions. (d) Agent shall have received (i) copies an opinion of each Loan Partycounsel from Borrower’s (other than ▇▇▇▇▇▇▇’▇) Governing Documentscounsel, as amendedincluding from counsel qualified to practice law in the state in which ACME is organized, modified or supplemented in form and substance satisfactory to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereof.Agent; (e) After giving effect Agent shall have received evidence that appropriate financing statements have been duly filed in such office or offices as may be necessary or, in the opinion of Agent, desirable to this Amendmentperfect the Agent’s Liens in and to the assets of ACME; (f) Agent shall have received a Pledged Interests Addendum (as defined in the Security Agreement) with respect to all of the shares of Stock issued by ACME, in form and substance satisfactory to Agent, duly executed and delivered by Parent and in full force and effect, together with all certificates representing all of the shares of Stock pledged thereunder, as well as Stock powers with respect thereto endorsed in blank; (g) Agent shall have received a Joinder (as defined in the Security Agreement), in form and substance satisfactory to Agent and in full force and effect, duly executed and delivered by ACME, together with supplements to the schedules to the Security Agreement in form and substance satisfactory to Agent; (h) Agent shall have received an amended and restated general continuing guaranty, in form and substance satisfactory to Agent and in full force and effect, duly executed and delivered by Parent and ACME; (i) Agent shall have received a joinder to the Intercompany Subordination Agreement, in form and substance satisfactory to Agent and in full force and effect, duly executed and delivered by ACME; (j) Agent shall have received a certificate from an officer of Borrower certifying that the Designated Prepayments are permitted under Section 6.7 of the Credit Agreement (other than the condition that Borrower provide Agent with 15 days prior written notice of any such Designated Prepayments described in clause (b) of the definition of Permitted Prepayment, only to the extent that any such prepayments are not being made in connection with Refinancing Indebtedness permitted by Section 6.1 of the Credit Agreement). (k) The representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, true and correct and complete in all material respects as of such earlier date). (fl) After giving effect to this Amendment, no No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated hereincontinuing. (gm) Borrower shall pay concurrently herewith all fees, costs, expenses and taxes then payable pursuant to Section 17.10 of the Credit Agreement, so long as Agent shall have received, in immediately available funds, has provided written notice to Borrower of the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for amount thereof on or before the ratable benefit date of WFCF and BofA)this Amendment. (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction of each This Amendment shall become effective as of the following shall constitute conditions precedent to the effectiveness of this Amendment (date first above written if, and only if on such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”):date: (a) The Administrative Agent has received duly executed copies of this Amendment from the Borrowers, each Extending Lender, the Required Lenders, the Issuing Bank, the Swing Line Bank and the Administrative Agent; provided, that the Administrative Agent shall have received this Amendment, duly executed and delivered be satisfied that the Revolving Loan Commitments of the Extending Lenders (after giving effect to the reduction of the Aggregate Revolving Loan Commitment contemplated by Section 2(b) above) shall equal at least $400,000,000 (or such other amount as may be agreed to by the parties heretoArrangers and the Company). (b) The Administrative Agent has received duly executed copies of the Reaffirmation in the form of Annex IX attached hereto from each Subsidiary Guarantor. (c) Except as otherwise agreed by the Administrative Agent, the Administrative Agent shall have received a secretary’s certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party Borrower and Subsidiary Guarantor (other than ▇▇▇▇▇▇▇)▇ Industries Foreign Sales Corporation) confirming or supplementing the matters set forth in the most recent secretary’s certificate delivered by such Borrower or Subsidiary Guarantor in connection with the Credit Agreement, dated as which certificate shall certify resolutions of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, Borrower or modified since their adoption and remain in full force and effect as of Subsidiary Guarantor authorizing the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, delivery and performance of this Amendment, and approve the terms of, Amendment and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting after giving effect to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party.Amendment); and (cd) Except as otherwise agreed by the Administrative Agent, the Administrative Agent shall have received a certificate legal opinions of status, good standing or other equivalent, as applicable, with respect outside counsel to each Loan Party of the Borrowers and Subsidiary Guarantors (other than ▇▇▇▇▇▇▇)▇ Industries Foreign Sales Corporation) with respect to general corporate and organizational matters, dated as of a recent datedue authorization, such certificate to be issued by the appropriate officer execution and delivery of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereof. (e) After giving effect to this Amendment, absence of conflicts with law and material agreements, no disturbance of prior security interest opinions, the representations enforceability of this Amendment and warranties set forth herein and in the Amended Credit Agreement and such other matters as the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (f) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Administrative Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA)reasonably request. (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction or waiver of each of the following shall constitute conditions precedent to the effectiveness of each of the amendments and modifications set forth in this Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”):Amendment: (a) Administrative Agent shall have received this Amendment, duly executed by all Lenders and delivered by the parties heretoLoan Parties, and the same shall be in full force and effect. (b) Administrative Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary Delayed Draw Term B Note in favor of each Delayed Draw Term B Loan Party Lender requesting a Delayed Draw Term B Note, duly executed by the Loan Parties, and the same shall be in full force and effect. (other than ▇▇▇▇▇▇▇), c) Administrative Agent shall have received that certain Administrative Agency Fee Letter dated as of April 15, 2020, duly executed and delivered by the date hereof, (i) certifying that Borrower and the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain same shall be in full force and effect and in form and substance satisfactory to Administrative Agent. (d) Administrative Agent shall have received resolutions of Borrower’s board of directors or other authorizing parties, as of applicable, approving and authorizing the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, delivery and performance of this Amendment, and approve the terms of, Amendment and the transactions contemplated hereinDelayed Draw Term B Notes, certified as of the Amendment Number One Effective Date by Borrower’s corporate secretary or other authorized individual as applicable, as being in full force and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party effect without any modification or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Partyamendment. (ce) Administrative Agent shall have received a certificate favorable written opinion of status, good standing or other equivalent, as applicable, counsel to Borrower and each Subsidiary with respect to each Loan Party (the execution, delivery and enforceability of this Amendment and including such other than ▇▇▇▇▇▇▇), dated opinions as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate Administrative Agent shall indicate that such Loan Party is in good standing in such jurisdictionrequire. (df) Agent The representations and warranties contained in the Loan Documents shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent be true and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain correct in effect (without any further amendment, modification or supplement since such prior certification) all material respects on and as of the date hereof. (e) After giving effect hereof to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) same extent as though made on and as of the date hereofthat date, as though made on such date (except to the extent that such representations and warranties specifically relate solely to an earlier date, in which case such representations and warranties shall be true, have been true and correct and complete in all material respects on and as of such earlier date). (f) After giving effect ; provided, that to this Amendmentthe extent any such representation or warranty is already qualified by materiality or material adverse effect, no Default such representation or Event of Default warranty shall have occurred be true and be continuing or shall result from the consummation of the transactions contemplated hereincorrect in all respects. (g) Such other matters as Administrative Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA)may require. (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”): (a) Agent Lender shall have received this Amendment, duly executed and delivered by the parties hereto, and the same shall be in full force and effect. (b) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (d) Agent Lender shall have received (i) copies that certain Credit Agreement dated as of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing DocumentsJune 8, 2012 by and among Borrower, ONEWEST BANK, FSB, as amendedAdministrative Agent (in such capacity, modified or supplemented to the date hereof“Junior Agent”), certified and the Junior Lenders party thereto (the “Junior Credit Agreement”), duly executed by the Secretaryparties thereto, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or in form and substance satisfactory to Lender and (ii) any and all security agreements, including any deed of trust, mortgage or similar security document, executed in favor of the Junior Agent in connection with the Junior Credit Agreement, each of which shall be in form and substance satisfactory to Lender. (c) Lender shall have received a certificate of such Secretarysubordination agreement by and among Lender, Assistant SecretaryBorrower and Junior Agent, Company Secretary or Corporate Secretary that duly executed and delivered by the parties thereto, which shall be in form and substance satisfactory to Lender. (d) Lender shall have received amendments to Borrower’s Governing Documents of or any other agreements evidencing Borrower’s Preferred Stock, which amendments shall extend the mandatory redemption date with respect to such Loan Party previously attached Preferred Stock to a certificate previously delivered date that is after December 31, 2014, and which amendments shall be otherwise in form and substance satisfactory to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereofLender. (e) After giving effect to this Amendment, the The representations and warranties set forth herein and in the Credit Loan Agreement and the other Loan Documents shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (f) After giving effect to this AmendmentNo injunction, no writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against Borrower or Lender. (g) No Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (gh) Agent All other documents and legal matters in connection with the transactions contemplated by this Amendment shall have receivedbeen delivered, in immediately available fundsexecuted, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee or recorded and shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effectLender. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction of each of the following shall constitute conditions precedent to the effectiveness of this Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”):and each and every provision hereof: (a) Collateral Agent shall have received this Amendment, duly executed and delivered by the parties hereto. (b) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereof. (e) After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects as of such earlier date). (f) After giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents same shall be in full force and effect. (ib) Collateral Agent shall have received the letter agreement dated of even date herewith, duly executed and delivered by Agent, Lenders, Borrower, the Guarantors, Subco, Solunet Holding Corp. and the agent and lenders under that certain Financing Agreement dated as of March 31, 2004 by and among Subco, the lenders from time to time party thereto, and Ableco, as collateral and administrative agent thereunder, and the same shall be in full force and effect. (c) Collateral Agent shall have received that certain Amendment Number One to Financing Agreement, dated of even date herewith, duly executed and delivered by Subco, the lenders from time to time party thereto, and Ableco, as collateral and administrative agent thereunder, and the same shall be in full force and effect. (d) Collateral Agent shall have received Amendment Number Two to the Subordinated Note, in form and substance satisfactory evidence to Agents, duly executed and delivered by the Borrower and Subco, and the same shall be in full force and effect. (including copies e) Collateral Agent shall have received that certain participation agreement dated as of orders closing October 18, 2004, duly executed and delivered by Ableco and SCSF Mattress Firm II, LLC, a Delaware limited liability company, and the same shall be in full force and effect. (f) Collateral Agent shall have received a copy of the unanimous written consent of the board of directors or board of managers (as applicable) of each Loan Party, certified as of the First Amendment Effective Date by an Authorized Officer thereof, (A) authorizing the borrowings hereunder and the transactions contemplated by this Amendment, (B) authorizing the execution, delivery and performance by such casesLoan Party of this Amendment and the execution and delivery of the other documents to be delivered by such Loan Party in connection herewith. (g) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for No injunction, writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the District consummation of Delaware the transactions contemplated herein shall have been closedissued and remain in force by any Governmental Authority against any Loan Party, either Agent, or any Lender.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent (at the direction of the Lenders) or the Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment No. 5 (such the date upon on which all such conditions precedent are all satisfiedeither satisfied or waived, being the “Sixth Fifth Amendment Effective Date”): (a) The Agent and the Lenders shall have received the following documents, each in form and substance satisfactory to the Lenders: i. this AmendmentAmendment No. 5, duly executed and delivered by the parties hereto.; (b) Agent shall have received ii. a certificate from the Secretaryduly executed amendment to that certain Mortgage, Assistant SecretaryAssignment of Leases And Rents, Company Secretary or Corporate Secretary Security Agreement And Fixture Filing, dated as of each Loan Party (other than April 1, 2022, by B▇▇▇▇▇▇▇), dated as of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicablemortgagor, with respect to each Loan Party Agent, as mortgage (other than the “Mortgage Amendment”); iii. customary legal opinions of (x) B▇▇▇▇▇▇▇)▇ LLP, in its capacity as special counsel to the Loan Parties and (y) local counsel to the Loan Parties and jurisdictions as reasonably agreed by the Borrower and the Lenders, in each case, dated as of the Fifth Amendment Effective Date and addressed to the Agent and the Lenders; iv. a duly executed officer’s certificate of each Loan Party containing the following documents: (i) the Organization Documents of each Loan Party (which, to the extent filed with a Governmental Authority, shall be certified as of a recent datedate by such Governmental Authority), certifying no change thereto as of the Fifth Amendment Effective Date, (ii) resolutions authorizing this Amendment and, in the case of Parent, the 2023 Warrant Agreement, the 2023 Warrants and the 2023 Registration Rights Agreement and amendments to the Warrant Agreement, the Warrants, the Additional Warrant Agreement and the Additional Warrants, (iii) a good standing certificate from (A) each Loan Party’s state of formation and (B) from any state where such certificate party is, or is required to be, qualified to do business to the extent failure to so qualified could reasonably be issued expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, or to the extent applicable, certifying no change thereto as of the Fifth Amendment Effective Date; v. all necessary consents of stockholders or members and other third parties with respect to the execution, delivery and performance of this Amendment No. 5 and the Loan Documents by the appropriate Loan Parties; vi. a Solvency Certificate duly executed by the chief financial officer, chief executive officer, president or similar senior officer of Parent (after giving effect to the jurisdiction transactions contemplated by this Amendment No. 5) certifying that the Loan Parties, individually and collectively, are not Insolvent; and vii. a duly executed Disclosure Letter, dated as of incorporation the Amendment No. 5 Effective Date. (b) The Lenders shall have received the following documents each in form and substance satisfactory to the Lenders: i. the Warrant Agreement Amendment, duly executed by the parties thereto; ii. the Additional Warrant Agreement Amendment, duly executed by the parties thereto; iii. the 2023 Warrant Agreement, duly executed by the Parent; and iv. the 2023 Registration Rights Agreement, duly executed by the Parent. (c) The issuance by Parent of the 2023 Warrants to the 2023 Term Loan Lenders or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdictiontheir Affiliates or Approved Funds. (d) Agent Borrower shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented paid all Lender Expenses and all fees due pursuant to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date Section 7 hereof. (e) After Delivery of an Officer’s Certificate reflecting confirmation that after giving effect to this Amendment, Amendment No. 5 and the waivers and consents contained herein (i) the representations and warranties set forth herein contained in Article 5 of the Loan Agreement and in the Credit Agreement and the other Loan Documents Section 4 hereof shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date Fifth Amendment Effective Date (except to the extent that for such representations and warranties relate solely to an earlier made as of a specific date, in which case such representations and warranties shall be true, true and correct and complete in all material respects as of such earlier specific date). (f) After , after giving effect in all cases to this Amendmentany standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 4 hereof as to such representations and warranties, and (ii) no Default or Event of Default shall have occurred exist and be continuing or shall result from would exist immediately after giving effect to this Amendment No. 5. For purposes of determining compliance with the consummation of the transactions contemplated herein. (g) Agent shall have receivedconditions specified in this Section 3, in immediately available funds, the each Lender that has signed this Amendment Fee referred to in Section 9 hereof (which Amendment Fee No. 5 shall be for deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party notice from such Lender prior to the proposed Fifth Amendment Effective Date specifying its objection thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent) of each of the following shall constitute conditions precedent to the effectiveness of this the Amendment (such date upon which such conditions are all satisfied, being the “Sixth Amendment Effective Date”): (a) Agent shall have received this Amendment, duly executed by each of the Loan Parties and delivered by the parties heretoeach Lender. (b) Agent shall have received that certain Reaffirmation Agreement, dated as of the Amendment Effective Date (the “Reaffirmation Agreement”), duly executed by each of the Loan Parties and each Lender. (c) Agent shall have received a completed Perfection Certificate covering each of the Loan Parties. (d) Agent shall have received a certificate signed by an Authorized Person of each Loan Party, dated as of the Amendment Effective Date, certifying as of the Amendment Effective date to the matters set forth in Section 4(i), Section 4(j), and Section 4(k) of this Amendment. LEGAL_US_W # 114934041.4 (e) Agent shall have received a certificate from the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary other duly authorized officer of each Loan Party (other than ▇▇▇▇▇▇▇), dated as of the date hereof, (i) certifying that attesting to the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Amendment Effective Date, and (B) authorize such Loan Party’s authorizing its execution, delivery, and performance of this Amendment, and approve the terms of, Amendment and the transactions contemplated hereinReaffirmation Agreement, and the other Loan Documents executed concurrently herewith to which (ii) authorizing specific officers of such Loan Party is a partyto execute the same, and (ii) either (Aiii) attesting to the incumbency and signatures of such specific officers of such Loan Party Party. (f) Agent shall have received copies of each Loan Party’s Governing Documents, as amended, modified, or supplemented to the Amendment Effective Date, which Governing Documents shall be (Bi) attesting in form and substance reasonably satisfactory to Agent, (ii) certified by the Secretary or Assistant Secretary of such Loan Party, and (iii) with respect to Governing Documents that are charter documents, certified as of a recent date (not more than 30 days prior to the officers Amendment Effective Date) by the appropriate governmental official (or, alternatively, that true and complete copies of each Governing Document of such Loan Party for which incumbency and signatures were attached to a certificate previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan PartyParty (a “Prior Certificate”) remain in full force and effect and have not been amended or modified since the date of such Prior Certificate). (cg) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, status with respect to each Loan Party (other than ▇▇▇▇▇▇▇)Party, dated as within 30 days of a recent datethe Amendment Effective Date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction (or, if such jurisdiction does not provide certificates of good standing, the equivalent (if any) provided in such jurisdiction). (dh) Agent shall have received an opinion of the Loan Parties’ counsel in form and substance satisfactory to Agent (i) copies which such opinions shall expressly permit reliance by permitted successors and assigns of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered to the Agent and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party remain in effect (without any further amendment, modification or supplement since such prior certification) on and as of the date hereofLenders). (ei) After giving effect to this Amendment, the representations and warranties set forth herein contained herein, in the Credit Agreement, and in the Credit Agreement and the other Loan Documents Documents, in each case shall be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall continue to be true, true and correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) as of such earlier date). (fj) After giving effect to this AmendmentNo injunction, no Default writ, restraining order, or other order of any nature prohibiting, directly or indirectly, the consummation of the transactions contemplated herein shall have been issued and remain in force by any Governmental Authority against any Loan Party, Agent, any other member of the Lender Group, or any Bank Product Provider. (k) No Event of Default shall have occurred and be continuing or as of the Amendment Effective Date, nor shall any Event of Default result from the consummation of the transactions contemplated herein. (g) Agent shall have received, in immediately available funds, the Amendment Fee referred to in Section 9 hereof (which Amendment Fee shall be for the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.

Conditions Precedent to Amendment. The satisfaction (or waiver in writing by Agent (at the direction of the Required Lenders) or the Required Lenders) of each of the following shall constitute conditions precedent to the effectiveness of this Amendment No. 3 (such the date upon on which all such conditions precedent are all satisfiedeither satisfied or waived, being the “Sixth Third Amendment Effective Date”): (a) The Agent and the Lenders shall have received this AmendmentAmendment No. 3, duly executed and delivered by the parties hereto.; (b) Agent [Reserved]; (c) A duly executed officer’s certificate of each New Subsidiary Guarantor containing the following documents: (i) the Organization Documents of each New Subsidiary Guarantor (which, to the extent filed with a Governmental Authority, shall have received be certified as of a recent date by such Governmental Authority) or to the extent applicable, certifying no change thereto as of the Third Amendment Effective Date, (ii) resolutions authorizing the Loan Documents, (iii) a good standing certificate from (A) each New Subsidiary Guarantor’s state of formation and (B) from any state where such party is, or is required to be, qualified to do business to the Secretaryextent failure to so qualified could reasonably be expected to have a Material Adverse Effect and (iv) incumbency and representative signatures, Assistant Secretaryor to the extent applicable, Company Secretary certifying no change thereto as of the Third Amendment Effective Date; (d) All necessary consents of stockholders or Corporate Secretary members and other third parties with respect to the execution, delivery and performance of each the Loan Party Documents by the New Subsidiary Guarantors; (other than e) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Loan Agreement; (f) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercreditor Agreement; (g) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Intercompany Subordination Agreement; (h) The execution and delivery by the New Subsidiary Guarantors of a Joinder to Collateral Pledge Agreement (collectively the documents in clauses (e) through (h) referred to herein as the “Joinder Documents”); (i) [Reserved]; (j) Customary legal opinion of S▇▇▇▇▇▇ & S▇▇)▇▇▇▇ & L▇▇▇▇ LLP, in its capacity as special counsel to the New Subsidiary Guarantors, dated as of the date hereof, (i) certifying that the resolutions of such Loan Party’s board of directors (or similar governing body) attached to a certificate previously delivered to Agent and dated as of the Closing Date (or any other applicable date prior to the date hereof) and certified by a Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party (A) have not been amended, rescinded, or modified since their adoption and remain in full force and effect as of the Sixth Third Amendment Effective Date, Date and (B) authorize such Loan Party’s execution, delivery, and performance of this Amendment, and approve the terms of, and the transactions contemplated herein, and the other Loan Documents executed concurrently herewith to which such Loan Party is a party, and (ii) either (A) attesting to the incumbency and signatures of such specific officers of such Loan Party or (B) attesting that the officers of such Loan Party for which incumbency and signatures were previously certified to in such prior certificate delivered to Agent remain authorized to act on behalf of such Loan Party. (c) Agent shall have received a certificate of status, good standing or other equivalent, as applicable, with respect to each Loan Party (other than ▇▇▇▇▇▇▇), dated as of a recent date, such certificate to be issued by the appropriate officer of the jurisdiction of incorporation or organization of such Loan Party, which certificate shall indicate that such Loan Party is in good standing in such jurisdiction. (d) Agent shall have received (i) copies of each Loan Party’s (other than ▇▇▇▇▇▇▇’▇) Governing Documents, as amended, modified or supplemented to the date hereof, certified by the Secretary, Assistant Secretary, Company Secretary or Corporate Secretary of such Loan Party, or (ii) a certificate of such Secretary, Assistant Secretary, Company Secretary or Corporate Secretary that the Governing Documents of such Loan Party previously attached to a certificate previously delivered addressed to the Agent and certified the Lenders; (k) Such documents, instruments and agreements, including certificates evidencing Collateral consisting of Equity Interests, Uniform Commercial Code financing statements or amendments to Uniform Commercial Code financing statements, as the Lenders shall reasonably request to evidence the perfection and priority of the security interests granted to Agent pursuant to Article 4 of the Loan Agreement; (l) Subject to Section 6.12 of the Loan Agreement, the Agent shall have received, all documents, agreements and instruments required to create and perfect the Agent’s security interest in the Collateral. The New Subsidiary Guarantors shall have filed or shall have provided all UCC-1 financing statements in form for filing by a Secretarythe Required Lenders or their counsel and shall have delivered all certificated pledged equity and documented pledged debt (if any) with appropriate transfer powers and/or allonges by the Third Amendment Effective Date; (m) The New Subsidiary Guarantors shall have provided no less than three (3) Business Days prior to the Third Amendment Effective Date the documentation and other information to the Lenders that are reasonably requested by the Lenders no later than 10 days prior to the Third Amendment Effective Date under applicable “know your customer” and anti-money laundering rules and regulations, Assistant Secretaryincluding the USA PATRIOT ACT, Company Secretary or Corporate Secretary the USA FREEDOM Act, IRS Form W-9 (if applicable) and other applicable tax forms; (n) Confirmation that (i) the representations and warranties contained in Section 5 of such the Loan Party remain Agreement and in effect (without any further amendment, modification or supplement since such prior certification) Section 5 hereof shall be true and correct on and as of the date hereof. (e) After giving effect to this Amendment, the representations and warranties set forth herein and in the Credit Agreement and the other Loan Documents shall be true, correct and complete in all material respects Third Amendment Effective Date (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that for such representations and warranties relate solely to an earlier made as of a specific date, in which case such representations and warranties shall be true, true and correct and complete in all material respects as of such earlier specific date). , after giving effect in all cases to any standard(s) of materiality contained in Article 5 of the Loan Agreement and Section 5 hereof as to such representations and warranties, and (fii) After after giving effect to this Amendmentthe waiver in Section 2 hereof, no Default or Event of Default shall have occurred and be continuing or shall result from the consummation of the transactions contemplated herein.continuing; and (go) Such other documents, and completion of such other matters, as Agent shall have receivedor Lenders may reasonably deem necessary or appropriate. For purposes of determining compliance with the conditions specified in this Section 4, in immediately available funds, the each Lender that has signed this Amendment Fee referred to in Section 9 hereof (which Amendment Fee No. 3 shall be for deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the ratable benefit of WFCF and BofA). (h) Agent shall have received a joinder agreement duly executed and delivered by ▇▇▇▇▇▇▇, and each other party notice from such Lender prior to the proposed Third Amendment Effective Date specifying its objection thereto, along with the other documents, instruments and agreements required thereby (collectively, the “Joinder Documents”), each being in form and substance reasonably satisfactory to Agent, which documents shall be in full force and effect. (i) Agent shall have received satisfactory evidence (including copies of orders closing such cases) that Case No. 09-11554 and Case ▇▇. ▇▇-▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Court for the District of Delaware have been closed.