Common use of Certain Affiliate Transactions Clause in Contracts

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of Note C Compliance Certificate D Assignment Agreement E Certificate re Non-Bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Security Agreement I Mortgage J Landlord Waiver and Personal Property Collateral Access Agreement K Intercompany Note L Form of Administrative Questionnaire This CREDIT AND GUARANTY AGREEMENT, dated as of May 25, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 11, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISES, INC., a Delaware corporation (the “Borrower”), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the Borrower, as Guarantors, the Lenders party hereto from time to time and ACQUIOM AGENCY SERVICES LLC, as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its permitted successor in such capacity, the “Collateral Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D Assignment Agreement E Certificate re Re Non-Bank bank Status F-1 F Closing Date Certificate F-2 Solvency Certificate G Counterpart Agreement H Pledge and Security Agreement I Mortgage J Landlord Waiver and Personal Property Collateral Access Consent Agreement K Intercompany Note L Form of Administrative Questionnaire Interim DIP Order This SECURED SUPER-PRIORITY DEBTOR IN POSSESSION CREDIT AND GUARANTY AGREEMENT, dated as of May 25October 16, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 112007, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISESMOVIE GALLERY, INC., a Delaware corporation and a debtor and debtor in possession under Chapter 11 of the Bankruptcy Code (the as defined below) (“Borrower”), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the Borrower, CERTAIN SUBSIDIARIES OF BORROWER as Guarantors, the Lenders party hereto from time to time time, ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. (“GSCP”), as Syndication Agent (in such capacity, “Syndication Agent”) and ACQUIOM AGENCY SERVICES LLCas Documentation Agent (in such capacity, “Documentation Agent”), and THE BANK OF NEW YORK (“BNY”), as Administrative Agent (together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (together with its permitted successor successors in such capacity, the “Collateral Agent”).

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of B-1 Term Loan Note B-2 Revolving Loan Note C Compliance Certificate D D-1 Opinion of BRL Law Group LLC ▇-▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP D-2 Opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP E Assignment Agreement E F Certificate re Non-Regarding Non Bank Status F-1 G Closing Date Certificate F-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I Mortgage J Subordination Agreement K Landlord Waiver and Personal Property Collateral Access Consent Agreement K Intercompany Note L Form of Administrative Questionnaire Warrant Agreement M Severance Plan N Stock Incentive Plan CREDIT AND GUARANTY AGREEMENT This CREDIT AND GUARANTY AGREEMENT, dated as of May 25, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August April 11, 20212006, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISESNAVISITE, INC., a Delaware corporation (the “Borrower”), PLBY GROUP, INC., a Delaware corporation (“Holdings”"COMPANY"), and certain subsidiaries of the BorrowerCERTAIN SUBSIDIARIES OF COMPANY, as GuarantorsGuarantors ("GUARANTORS"), the Lenders party hereto from time to time and ACQUIOM AGENCY SERVICES LLCtime, SILVER POINT FINANCE, LLC ("SILVER POINT"), as Administrative Agent (together with its permitted successors successors, in such capacity, the “Administrative Agent”"ADMINISTRATIVE AGENT") and as the Collateral Agent (together with its permitted successor successors, in such capacity, the “Collateral Agent”"COLLATERAL AGENT").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D Opinions of Counsel E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 G-1 Closing Date Certificate F-2 G-2 Solvency Certificate G H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Waiver and Personal Property Collateral Access Consent Agreement K Intercompany Note L Form of Administrative Questionnaire Borrowing Base Certificate SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT This SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT, dated as of May 25December 20, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 112002, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISESAMSCAN HOLDINGS, INC., a Delaware corporation (the “Borrower”"Company"), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the BorrowerCERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time time, GOLDMAN SACHS CREDIT PARTNERS L.P. ("GSCP"), as Sole Lead Arranger, ▇▇▇▇ ▇▇ok▇▇▇▇▇r and ACQUIOM AGENCY SERVICES LLCSyndication Agent (in such capacities, "Syndication Agent"), GENERAL ELECTRIC CAPITAL CORPORATION ("GECC") as Administrative Agent (together with its permitted successors in such capacity, the “"Administrative Agent”") and as the Collateral Agent (together with its permitted successor in such capacity, the “"Collateral Agent”"), and FLEET NATIONAL BANK ("Fleet"), as Documentation Agent (in such capacity, "Documentation Agent").

Certain Affiliate Transactions. EXHIBITS: A-1 Funding Notice A-2 Conversion/Continuation Notice B Form of A-3 Issuance Notice B-1 Term Loan Note B-2 Revolving Loan Note B-3 Swing Line Note C Compliance Certificate D [Reserved] E Assignment Agreement E F Certificate re Re Non-Bank bank Status F-1 Closing Date Certificate F-2 Solvency Certificate G [Reserved] H Counterpart Agreement H I Pledge and Security Agreement I J Mortgage J K Landlord Waiver and Personal Property Collateral Access Consent Agreement K Intercompany Note L Form of Administrative Questionnaire Intercreditor Agreement This AMENDED AND RESTATED FIRST LIEN CREDIT AND GUARANTY AGREEMENT, dated as of May 25June 30, 2021 (as amended by Amendment No. 1 to Credit and Guaranty Agreement dated August 112006, 2021, Amendment No. 2 to Credit and Guaranty Agreement dated as of August 8, 2022, and Amendment No. 3 to Credit and Guaranty Agreement dated as of December 6, 2022) is entered into by and among PLAYBOY ENTERPRISESX-RITE, INC.INCORPORATED, a Delaware Michigan corporation (the “Borrower” or “Company”), PLBY GROUP, INC., a Delaware corporation (“Holdings”), and certain subsidiaries of the BorrowerCERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time and ACQUIOM AGENCY SERVICES LLCtime, ▇▇▇▇▇▇▇ ▇▇▇▇▇ CREDIT PARTNERS L.P. (“GSCP”), as Lead Arranger, Bookrunner and Administrative Agent (in such capacity, together with its permitted successors in such capacity, the “Administrative Agent”) and as the Collateral Agent (in such capacity, together with its permitted successor in such capacity, the “Collateral Agent”) and ▇▇▇▇▇▇▇ ▇▇▇▇▇ CAPITAL, A DIVISION OF ▇▇▇▇▇▇▇ ▇▇▇▇▇ BUSINESS FINANCIAL SERVICES INC. (in such capacity, “Syndication Agent”).