FIRST LIEN GUARANTEE

Exhibit 10.6

Execution Version

FIRST LIEN GUARANTEE, dated as of October 22, 2018 (this “Guarantee”), made among GLOBE INTERMEDIATE CORP., a Delaware corporation (“Holdings”; as further defined in the Credit Agreement), GOBP HOLDINGS, INC., a Delaware corporation (the “Borrower” as further defined in the Credit Agreement), each of the subsidiaries of the Borrower listed on Annex A hereto or that becomes a party hereto pursuant to Section 21 hereof (each such subsidiary, individually, a “Subsidiary Guarantor” and, collectively, the “Subsidiary Guarantors”; and together with Holdings and, other than with respect to its own obligations, the Borrower, collectively, the “Guarantors”), and XXXXXX XXXXXXX SENIOR FUNDING, INC., as collateral agent for the First Lien Secured Parties (as defined below) (in such capacity, together with its successors, assigns, designees and sub-agents in such capacity, the “First Lien Collateral Agent”).

W I T N E S S E T H:

WHEREAS, (a) pursuant to the First Lien Credit Agreement, dated as of October 22, 2018 (the “Credit Agreement”), among Holdings, the Borrower, the banks, financial institutions and other investors from time to time party thereto (the “Lenders”), the Letter of Credit Issuers from time to time party thereto, XXXXXX XXXXXXX SENIOR FUNDING, INC., as Administrative Agent, Collateral Agent and Swingline Lender, and the other parties thereto, the Lenders have severally agreed to make Loans to the Borrower and the Letter of Credit Issuers have agreed to issue Letters of Credit for the account of the Borrower upon the terms and subject to the conditions set forth therein, (b) one or more Hedge Banks may from time to time enter into Secured Hedging Agreements with any Credit Party or any Restricted Subsidiary, (c) one or more Cash Management Banks may from time to time provide Cash Management Services pursuant to Secured Cash Management Agreements to any Credit Party or any Restricted Subsidiary and (d) the Credit Parties may incur Additional First Lien Obligations (as defined below) from time to time to the extent permitted by the Credit Agreement and each Additional First Lien Agreement (as defined below) (clauses (a), (b), (c) and (d), collectively, the “Extensions of Credit”);

WHEREAS, Holdings is an affiliate of the Borrower and each Subsidiary Guarantor is a Subsidiary of the Borrower;

WHEREAS, the proceeds of the Extensions of Credit will be used in part to finance the Existing Debt Refinancing, the 2018 Dividend and/or the Transaction Expenses and for other general corporate purposes of the Borrower and its subsidiaries;

WHEREAS, each Guarantor acknowledges that it will derive a substantial direct and indirect benefit from the making of the Extensions of Credit; and

WHEREAS, it is a condition precedent to the obligations of the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Credit Agreement that the Guarantors shall have executed and delivered this Guarantee to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties.

NOW, THEREFORE, in consideration of the premises and to induce the Agents, the Lenders and the Letter of Credit Issuers to enter into the Credit Agreement and to induce the Lenders and the Letter of Credit Issuers to make their respective Extensions of Credit to the Borrower under the Credit Agreement, to induce the holders of any Additional First Lien Obligations to make their advances thereunder, to induce one or more Hedge Banks to enter into Secured Hedging Agreements with any Credit Party or any Restricted Subsidiary and to induce one or more Cash Management Banks pursuant to Secured Cash Management Agreements to provide Cash Management Services to any Credit Party or any

Restricted Subsidiary and the Guarantors, as applicable, hereby agree with the First Lien Collateral Agent, for the benefit of the First Lien Secured Parties, as follows:

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein (including terms used in the preamble and recitals hereto) shall have the meanings given to them in the Credit Agreement. Furthermore, unless otherwise defined herein or in the Credit Agreement, terms defined in the Security Agreement and used herein shall have the meanings assigned to them in the Security Agreement.

(b) The rules of construction and other interpretative provisions specified in Sections 1.2, 1.5, 1.6, 1.7, 1.8, 1.10 and 1.11 of the Credit Agreement shall apply to this Guarantee, including terms defined in the preamble and recitals hereto.

(c) As used herein, the term “Additional First Lien Agreement” shall have the meaning assigned to the term “Additional First Lien Agreement” in the Security Agreement.

(d) As used herein, the term “Additional First Lien Obligations” shall have the meaning assigned to the term “Additional First Lien Obligations” in the Security Agreement.

(e) As used herein, the term “First Lien Obligations” shall have the meaning assigned to the term “First Lien Obligations” in the Security Agreement.

(f) As used herein, the term “First Lien Secured Parties” shall have the meaning assigned to the term “First Lien Secured Parties” in the Security Agreement.

(g) As used herein, the term “Security Agreement” shall have the meaning assigned to the term “Security Agreement” in the Credit Agreement.

(h) As used herein, the term “Termination Date” shall have the meaning assigned to the term “Termination Date” in the Security Agreement.

2. Guarantee.

(a) Subject to the provisions of Section 2(b), each of the Guarantors hereby, jointly and severally, unconditionally and irrevocably, guarantees, as primary obligor and not merely as surety, to the First Lien Collateral Agent for the benefit of the First Lien Secured Parties, the prompt and complete payment (and not of collection) and performance when due (whether at the stated maturity, by acceleration or otherwise) of the First Lien Obligations (other than, in the case of the Borrower, in respect of its own obligations), whether currently existing or hereafter incurred. In furtherance of the foregoing and not in limitation of any other right that the First Lien Collateral Agent or any other First Lien Secured Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Credit Party to pay any First Lien Obligation when and as the same shall become due (whether at the stated maturity, by acceleration or otherwise), each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the First Lien Collateral Agent for distribution to the applicable First Lien Secured Parties the amount of such unpaid First Lien Obligation. Upon payment by any Guarantor of any sums to the First Lien Collateral Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Sections 3 and 5 hereof.

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(b) Anything herein or in any other Credit Document or in any Additional First Lien Agreement to the contrary notwithstanding, the maximum liability of each Subsidiary Guarantor hereunder and under the other Credit Documents and any Additional First Lien Agreement shall in no event exceed the amount that can be guaranteed by such Subsidiary Guarantor under Applicable Laws relating to the insolvency of debtors.

(c) To the extent the Borrower would be required to do so pursuant to Section 13.5 of the Credit Agreement (whether or not then in effect) or any comparable provision of any Additional First Lien Agreement, each Guarantor further agrees to pay any and all reasonable and documented out-of-pocket costs and expenses (including all reasonable fees and disbursements of counsel) that may be paid or incurred by the First Lien Collateral Agent or any other First Lien Secured Party in enforcing or preserving any rights with respect to, or collecting, any or all of the First Lien Obligations and/or enforcing any rights with respect to, or collecting against, such Guarantor under this Guarantee.

(d) Each Guarantor agrees that the First Lien Obligations may at any time and from time to time exceed the amount of the liability of such Guarantor hereunder without impairing this Guarantee or affecting the rights and remedies of the First Lien Collateral Agent or any other First Lien Secured Party hereunder.

(e) No payment or payments made by the Borrower, any Guarantor, any other guarantor or any other Person or received or collected by the First Lien Collateral Agent or any other First Lien Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the First Lien Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder, which shall, notwithstanding any such payment or payments other than payments made by such Guarantor in respect of the First Lien Obligations or payments received or collected from such Guarantor in respect of the First Lien Obligations, remain liable for the First Lien Obligations up to the maximum liability of such Guarantor hereunder until the Termination Date.

(f) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the First Lien Collateral Agent or any other First Lien Secured Party on account of its liability hereunder, it will notify the First Lien Collateral Agent in writing that such payment is made under this Guarantee for such purpose.

(g) Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower’s and each other Credit Party’s financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the First Lien Collateral Agent or the other First Lien Secured Parties will have any duty to advise such Guarantor of information known to it or any of them regarding such circumstances or risks.

(h) The Borrower, unconditionally and irrevocably, with respect to each other Guarantor (other than with respect to any Guarantor, any Excluded Swap Obligations of such Guarantor), guarantees such Guarantor’s guarantee of any Hedging Agreement entered into by a Hedge Bank. The obligations of the Borrower under this Section 2(h) shall remain in full force and effect until the discharge of the First Lien Obligations in accordance with the Credit Documents. The Borrower intends that this Section 2(h) constitute, and this Section 2(h) shall be deemed to constitute, a guarantee or other agreement for the benefit of each other Guarantor for all purposes of section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

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3. Right of Contribution. Each Guarantor hereby agrees that to the extent a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder that has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 5 hereof. The provisions of this Section 3 shall in no respect limit the obligations and liabilities of any Guarantor to the First Lien Collateral Agent and the other First Lien Secured Parties, and each Guarantor shall remain liable to the First Lien Collateral Agent and the other First Lien Secured Parties for the full amount guaranteed by such Guarantor hereunder.

4. Right of Set-off. In addition to any rights and remedies of the First Lien Secured Parties provided by Applicable Law, each Guarantor hereby irrevocably authorizes each First Lien Secured Party at any time and from time to time following the occurrence and during the continuance of an Event of Default without notice to such Guarantor or any other Guarantor, any such notice being expressly waived by each Guarantor, upon any amount becoming due and payable by such Guarantor hereunder (whether at stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such First Lien Secured Party to or for the credit or the account of such Guarantor. Each First Lien Secured Party shall notify such Guarantor and the First Lien Collateral Agent promptly of any such set-off and the appropriation and application made by such First Lien Secured Party; provided that the failure to give such notice shall not affect the validity of such set-off and appropriation and application.

5. No Subrogation. Notwithstanding any payment or payments made by any of the Guarantors hereunder or any set-off or appropriation and application of funds of any of the Guarantors by the First Lien Collateral Agent or any other First Lien Secured Party, no Guarantor shall be entitled to be subrogated to any of the rights of the First Lien Collateral Agent or any other First Lien Secured Party against the Borrower or any other Guarantor or any collateral security or guarantee or right of offset held by the First Lien Collateral Agent or any other First Lien Secured Party for the payment of the First Lien Obligations, nor shall any Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments made by such Guarantor hereunder, until the Termination Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any time prior to the Termination Date, such amount shall be held by such Guarantor in trust for the First Lien Collateral Agent and the other First Lien Secured Parties, segregated from other funds of such Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned over to the First Lien Collateral Agent in the exact form received by such Guarantor (duly indorsed by such Guarantor to the First Lien Collateral Agent, if required), to be applied against the First Lien Obligations, whether due or to become due, in accordance with Section 5.4 of the Security Agreement.

6. Amendments, etc. with Respect to the First Lien Obligations; Waiver of Rights. Except for termination of a Guarantor’s obligations hereunder as expressly provided in Section 25, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, (a) any demand for payment of any of the First Lien Obligations made by the First Lien Collateral Agent or any other First Lien Secured Party may be rescinded by such party and any of the First Lien Obligations continued, (b) the First Lien Obligations, or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified, accelerated, compromised, waived, surrendered or released by the First Lien Collateral Agent or any other First Lien Secured Party, (c) the Credit Agreement, the other Credit Documents, any Additional First Lien Agreement and any other documents executed and delivered

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in connection therewith, the Secured Hedging Agreements and any other documents executed and delivered in connection therewith and the Secured Cash Management Agreements and any other documents executed and delivered in connection therewith, may be amended, waived, modified, supplemented or terminated, in whole or in part, in accordance with the terms of the applicable document and (d) any collateral security, guarantee or right of offset at any time held by the First Lien Collateral Agent or any other First Lien Secured Party for the payment of the First Lien Obligations may be sold, exchanged, waived, surrendered or released. Neither the First Lien Collateral Agent nor any other First Lien Secured Party shall have any obligation to protect, secure, perfect or insure any Lien at any time held by it as security for the First Lien Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against any Guarantor, the First Lien Collateral Agent or any other First Lien Secured Party may, but shall be under no obligation to, make a similar demand on the Borrower or any other Guarantor or other guarantor, and any failure by the First Lien Collateral Agent or any other First Lien Secured Party to make any such demand or to collect any payments from the Borrower or any other Guarantor or other guarantor or any release of the Borrower or any other Guarantor or other guarantor shall not relieve any Guarantor in respect of which a demand or collection is not made or any Guarantor not so released of its several obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the First Lien Collateral Agent or any other First Lien Secured Party against any Guarantor. For the purposes hereof, “demand” shall include the commencement and continuance of any legal proceedings.

7. Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, Incurrence, renewal, extension, amendment, waiver or accrual of any of the First Lien Obligations (including as a result of the Incurrence of Incremental Term Loans and/or the provision of any Incremental Revolving Credit Commitment Increase or Additional/Replacement Revolving Credit Commitments), and notice of or proof of reliance by the First Lien Collateral Agent or any other First Lien Secured Party upon this Guarantee or acceptance of this Guarantee, the First Lien Obligations or any of them, shall conclusively be deemed to have been created, contracted or Incurred, or renewed, extended, amended, waived or accrued, in reliance upon this Guarantee; and all dealings between the Borrower and any of the other Guarantors, on the one hand, and the First Lien Collateral Agent and the other First Lien Secured Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, notice of protest, demand for payment and notice of default, acceleration or nonpayment and any other notice to or upon the Borrower or any other Guarantor with respect to the First Lien Obligations. Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment (and not of collection) without regard to (a) the validity, regularity or enforceability of the Credit Agreement, any other Credit Document, any Additional First Lien Agreement, any Secured Hedging Agreement or any Secured Cash Management Agreement, any of the First Lien Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the First Lien Collateral Agent or any other First Lien Secured Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) that may at any time be available to or be asserted by the Borrower against the First Lien Collateral Agent or any other First Lien Secured Party, (c) any default, failure or delay, willful or otherwise, in the performance of the First Lien Obligations by the Guarantors or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower for the First Lien Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against any Guarantor, the First Lien Collateral Agent and any other First Lien Secured Party may elect, but shall be under no obligation, to pursue such rights and remedies as it may have against the Borrower or any other Person or against any collateral security or guarantee for the First Lien Obligations or any right of offset with respect thereto,

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and any failure by the First Lien Collateral Agent or any other First Lien Secured Party to pursue such other rights or remedies or to collect any payments from the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the First Lien Collateral Agent and the other First Lien Secured Parties against such Guarantor. To the fullest extent permitted by Applicable Law, each Guarantor waives any defense arising out of any such election even though such election operates, pursuant to Applicable Law, to impair or to extinguish any right of reimbursement, subrogation, exoneration, contribution or indemnification or other right or remedy of such Guarantor against the Borrower or any other Guarantor, as the case may be, or any security. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the First Lien Collateral Agent and the other First Lien Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Termination Date, notwithstanding that from time to time during the term of the Credit Agreement, any Additional First Lien Agreement and any Secured Hedging Agreement or Secured Cash Management Agreement the Credit Parties may be free from any First Lien Obligations.

8. Subordination. Each Guarantor hereby agrees that any Indebtedness of any Guarantor now or hereafter owing to any other Subsidiary, whether heretofore, now or hereafter created (the “Guarantor Subordinated Debt”), is hereby subordinated to all of the First Lien Obligations until the Termination Date and that the Guarantor Subordinated Debt shall not be paid in whole or in part during the continuance of any Event of Default after written notice from the First Lien Collateral Agent to the Borrower. In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relative to any Guarantor or to its property, and in the event of any proceedings for voluntary liquidation, dissolution or other winding up of such Guarantor (except as expressly permitted by the Credit Agreement and any Additional First Lien Agreement), whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, after written notice from the First Lien Collateral Agent to the Borrower (a) the Termination Date shall have occurred, before any payee is entitled to receive (whether directly or indirectly), or make any demands for, any payment on account of the Guarantor Subordinated Debt and (b) until the Termination Date shall have occurred, any payment or distribution to which such payee would otherwise be entitled (other than debt securities of such Guarantor that are subordinated, to at least the same extent as this Section 8, to the payment of all Guarantor Subordinated Debt then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall be made to the First Lien Collateral Agent. If any Event of Default occurs and is continuing, after written notice from the First Lien Collateral Agent to the Borrower, no payment or distribution of any kind or character shall be accepted by or on behalf of the Guarantor or any other Person on its behalf with respect to the Guarantor Subordinated Debt. If any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), in respect of the Guarantor Subordinated Debt shall be received by any payee in violation of this Section 8 before all First Lien Obligations shall have been paid irrevocably in full in cash in immediately available funds (other than Hedging Obligations under Secured Hedging Agreements, Cash Management Obligations under Secured Cash Management Agreements or contingent indemnification obligations), such payment or distribution shall be held in trust for the benefit of the First Lien Secured Parties, and shall be paid over the First Lien Collateral Agent.

9. Representations and Warranties; Covenants. Each Guarantor hereby (a) represents and warrants that the representations and warranties as to it made by the Borrower in Section 8 of the Credit Agreement are true and correct in all material respects on each date as required by Section 7.1 of the Credit Agreement (or any equivalent provision(s) of any Additional First Lien Agreement) (except where such representations and warranties expressly relate to an earlier date, in

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which case such representations and warranties shall have been true and correct in all material respects as of such earlier date, and except where such representations and warranties are qualified by materiality, “Material Adverse Effect” or similar language, in which case such representations and warranties shall be true and correct in all respects) and (b) agrees to take, or refrain from taking, as the case may be, each action necessary to be taken or not taken, as the case may be, so that no Default or Event of Default is caused by the failure to take such action or to refrain from taking such action by such Guarantor.

10. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the First Lien Obligations is rescinded or must otherwise be restored or returned by the First Lien Collateral Agent or any other First Lien Secured Party upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or any other Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.

11. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to the First Lien Collateral Agent without set-off or counterclaim in Dollars at the First Lien Collateral Agent’s office specified in Section 13.2 of the Credit Agreement.

12. Authority of Agent. Each Guarantor acknowledges that the rights and responsibilities of the First Lien Collateral Agent under this Guarantee with respect to any action taken by the First Lien Collateral Agent or the exercise or non-exercise by the First Lien Collateral Agent of any option, right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Guarantee shall, as between the First Lien Collateral Agent and the other First Lien Secured Parties, be governed by the Credit Agreement, any Additional First Lien Agreements and by such other agreements with respect thereto as may exist from time to time among them (including an intercreditor agreement), but, as between the First Lien Collateral Agent and such Guarantor, the First Lien Collateral Agent shall be conclusively presumed to be acting as agent for the First Lien Secured Parties with full and valid authority so to act or refrain from acting, and no Guarantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

13. Notices. All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the Credit Agreement. All communications and notices hereunder to each Guarantor shall be given to it in care of the Borrower at the Borrower’s address set forth in Section 13.2 of the Credit Agreement. All notices to any holder of Additional First Lien Obligations shall be given to it in care of the applicable Authorized Representative at such Authorized Representative’s address set forth in the applicable Additional First Lien Secured Party Consent or Additional First Lien Agreement, as the case may be, as such address may be changed by written notice to the First Lien Collateral Agent and the Borrower.

14. Counterparts. This Guarantee may be executed by one or more of the parties to this Guarantee on any number of separate counterparts (including by facsimile or other electronic transmission (i.e., a “PDF” or “TIF” file)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

15. Severability. Any provision of this Guarantee that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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16. Integration. This Guarantee represents the agreement of each Guarantor and the First Lien Collateral Agent with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the First Lien Collateral Agent or any other First Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Credit Documents or any Additional First Lien Agreement (and each other agreement or instrument executed or issued in connection therewith).

17. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Guarantor(s) and the First Lien Collateral Agent in accordance with Section 13.1 of the Credit Agreement or any comparable provision of any Additional First Lien Agreement.

(b) Neither the First Lien Collateral Agent nor any other First Lien Secured Party shall by any act (except by a written instrument pursuant to Section 17(a) hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising, on the part of the First Lien Collateral Agent or any other First Lien Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by the First Lien Collateral Agent or any other First Lien Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that the First Lien Collateral Agent or any First Lien Secured Party would otherwise have on any future occasion.

(c) The rights, remedies, powers and privileges herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any other rights or remedies provided by law.

18. Section Headings. The Section headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof.

19. Entire Agreement. This Guarantee, taken together with all of the other Credit Documents and any Additional First Lien Agreement executed and delivered by the Guarantors, represents the entire agreement and understanding of the parties hereto and supersedes all prior understandings, written and oral, relating to the subject matter hereof.

20. Successors and Assigns. This Guarantee shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit of the First Lien Collateral Agent and the other First Lien Secured Parties and their respective successors and permitted assigns, except that no Guarantor may assign, transfer or delegate any of its rights or obligations under this Guarantee without the prior written consent of the First Lien Collateral Agent unless otherwise permitted under each of the Credit Agreement and any Additional First Lien Agreement.

21. Additional Guarantors. Each Subsidiary of the Borrower that is required to become a party to this Guarantee pursuant to Section 9.10 of the Credit Agreement or any equivalent provision of any Additional First Lien Agreement shall become a Guarantor, with the same force and

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effect as if originally named as a Guarantor herein, for all purposes of this Guarantee upon execution and delivery by such Subsidiary of a Supplement in the form of Annex B hereto or in such other form reasonably satisfactory to the First Lien Collateral Agent. The execution and delivery of any instrument adding an additional Guarantor as a party to this Guarantee shall not require the consent of any other Guarantor hereunder. The rights and obligations of each Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Guarantee.

22. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

23. Submission to Jurisdiction; Waivers. Each Guarantor hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action or proceeding relating to this Guarantee, the other Credit Documents to which it is a party and any Additional First Lien Agreement to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York located in the County of New York, the courts of the United States of America for the Southern District of New York and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 13 hereof or at such other address of which the First Lien Collateral Agent shall have been notified pursuant thereto;

(d) agrees that nothing herein shall affect the right of the First Lien Collateral Agent or any other First Lien Secured Party to effect service of process in any other manner permitted by law or shall limit the right of the First Lien Collateral Agent or any other First Lien Secured Party to xxx in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 23 any special, exemplary, punitive or consequential damages.

24. GOVERNING LAW. THIS GUARANTEE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

25. Termination or Release.

(a) This Guarantee shall terminate on the Termination Date.

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(b) (i) A Subsidiary Guarantor shall automatically be released from its obligations hereunder upon the consummation of any transaction (x) with respect to the Obligations, permitted by the Credit Agreement as a result of which such Subsidiary Guarantor ceases to be a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary and (y) with respect to any Additional First Lien Obligations under any Additional First Lien Agreements, permitted by such Additional First Lien Agreement as a result of which such Subsidiary Guarantor ceases to be a guarantor thereunder; provided that (A) in the case of clause (x) above, the requisite lenders shall have consented to such transaction (to the extent required by the Credit Agreement) and the terms of such consent did not provide otherwise and (B) in case of clause (y) above the requisite holders or lenders of such Additional First Lien Obligations shall have consented to such transaction (to the extent required by the applicable Additional First Lien Agreement) and the terms of such consent did not provide otherwise, (ii) Holdings (or the previous New Holdings, as the case may be) shall automatically be released from its obligations hereunder upon the occurrence of a Holdings Termination Event and/or in accordance with the formation or acquisition of a New Holdings, in each case, that satisfies the conditions set forth in (x) with respect to the Obligations, the Credit Agreement and (y) with respect to any Additional First Lien Obligations under any Additional First Lien Agreement, such Additional First Lien Agreement and (iii) any Guarantee shall be automatically be released in accordance with Section 13.17 of the Credit Agreement.

(c) In connection with any termination or release, the First Lien Collateral Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section 25 shall be without recourse to or warranty by the First Lien Collateral Agent.

[Signature Pages Follow]

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IN WITNESS WHEREOF, each of the undersigned has caused this Guarantee to be duly executed and delivered by its duly authorized officer as of the day and year first above written.


GLOBE INTERMEDIATE CORP., as Guarantor

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Chief Financial Officer

GOBP HOLDINGS, INC., as Guarantor

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Chief Financial Officer

GOBP MIDCO, INC., as Guarantor,

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Chief Financial Officer

GROCERY OUTLET INC., as Guarantor

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Chief Financial Officer

AMELIA’S, LLC, as Guarantor

By:	/s/ Xxxxxxx Xxxxxxx
	Name:	Xxxxxxx Xxxxxxx
	Title:	Chief Financial Officer

[Signature Page to First Lien Guarantee]


XXXXXX XXXXXXX SENIOR FUNDING, INC., as First Lien Collateral Agent

By:	/s/ Xxxxxxx XxxXxxxx
	Name:	Xxxxxxx XxxXxxxx
	Title:	Authorized Signatory

[Signature Page to First Lien Guarantee]

ANNEX A

TO THE GUARANTEE

SUBSIDIARY GUARANTORS

1.	GOBP MidCo, Inc., a Delaware corporation

2.	Grocery Outlet Inc., a California corporation

3.	Amelia’s, LLC, a Delaware limited liability company

[Signature Page to First Lien Guarantee Supplement]

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FIRST LIEN GUARANTEE

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