Common use of Conditions of Initial Loans Clause in Contracts

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) below, each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders and their respective legal counsel: (i) executed counterparts of this Agreement and each of the Loan Documents; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes executed by the Borrowers in favor of each Lender requesting a Note; (v) a Secretary’s certificate for each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) certification from any applicable Governmental Authority as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (vii) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (x) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) have been satisfied and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder any initial Revolving Credit Extension or its portion of the Tranche A Term Loan or Tranche A-1 Term Loan on the Effective Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by a Responsible Officer of the applicable Loan Partyoriginals) unless otherwise specified, each dated as of the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Lenders and their respective legal counselAgent: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders sufficient in number for distribution to the Agent, each Lender and the Borrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the Agent may require evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which or formation, or a certification stating that such Organization Documents have not been changed since the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates date of good standing and qualification to engage in business in each applicable jurisdictionthe Existing Credit Agreement; (viiv) a favorable an opinion of ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇ Case LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders Agent may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) this Article IV have been satisfied satisfied, and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each Solvency of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries Loan Parties as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, Effective Date after giving effect to the entering into transactions contemplated hereby; (vii) a confirmation and ratification of the Security Documents executed by the applicable Loan Documents and Parties; (viii) results of searches or other evidence reasonably satisfactory to the consummation Agent (in each case dated as of all a date reasonably satisfactory to the Agent) indicating the absence of Liens on the Transactions, (A) each Borrower is Solvent and (B) assets of the Loan Parties, taken as a whole, except for Permitted Encumbrances and Liens for which termination statements satisfactory to the Agent are Solvent;being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; and (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law or reasonably requested by the Agent to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (b) At All accrued fees and expenses of the Agent (including the reasonable and documented fees and expenses of counsel (including any local counsel) for the Agent) invoiced at least five days one (1) Business Day prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers Effective Date shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Actbeen paid. (c) Administrative Agent and its counsel The Borrower shall have completed all legalmade the term loan amortization payment required under Section 2.06(a) of the Existing Credit Agreement for the Fiscal Quarter ending March 31, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion2015. (d) Any fees required to be paid on or before the Closing Date The Agent shall have been, or concurrently received and be reasonably satisfied with an updated appraisal with respect to the satisfaction Intellectual Property of the requirements in this Section 5.01Loan Parties, will be, paidDVS and With You. (e) The Borrowers Agent shall have paid all reasonable fees, charges received the Amended and disbursements of counsel Restated Second Lien Credit Agreement and an amendment to the Administrative Agent Second Lien Intercreditor Agreement in form and the Lenders substance reasonably satisfactory to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively)Agent. (f) [reservedReserved]. (g) [reserved]Since December 31, 2014, there shall not have been any event or effect that has had or would be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the Borrower and its Subsidiaries (other than With You). (h) [reserved]. (i) [reserved]. (j) The representations and warranties Each of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Acquisition Representations and the Specified Representations shall be true and correct in all material respects (respects, except that any Acquisition Representations or in the case of any representation or warranty Specified Representations subject to a “materiality”, “Material Adverse Effect” or similar materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they qualifiers shall be true and correct in all material respects respects. (i) Since the date of the S▇▇▇▇▇▇ Acquisition Agreement, no change, state of facts, circumstance, occurrence, development, event or effect that, individually or in the case of aggregate, has had or would reasonably be expected to have a “Material Adverse Effect” (as defined in the S▇▇▇▇▇▇ Acquisition Agreement, without giving effect to any representation amendment or warranty subject to a materiality qualifier, true and correct in all respects) as modification of such earlier datedefinition after the date of the S▇▇▇▇▇▇ Acquisition Agreement unless approved by the Agent in its reasonable discretion) shall have occurred. (j) The Borrower shall have delivered to the Agent an initial notice of borrowing. (k) No Default Prior to or Event of Default shall have occurred and be continuing, or would result from contemporaneously with the extension initial funding of the Loans Loans, the Borrower shall consummate the S▇▇▇▇▇▇ Acquisition substantially in accordance with the terms and conditions set forth in the S▇▇▇▇▇▇ Acquisition Agreement, without any amendment, modification or from the application waiver of any of the proceeds thereof. Without limiting terms or conditions thereof that would be materially adverse to the generality Agent and the Lenders without the consent of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or Agent (such consent not to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretounreasonably withheld).

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder is This Agreement shall be effective subject to satisfaction of the following conditions precedent: (a) The Administrative AgentLender’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders and their respective legal counselLender: (i) executed counterparts of (A) this Agreement (B) the Mortgages set forth on Schedule 4.01(a)(i), (C) the Guaranty and (D) the Subordination and Attornment Agreements required to be delivered in connection herewith, in each of case, sufficient in number for distribution to the Loan DocumentsLender, the Lender’s counsel and the Company; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes Master Note executed by the Borrowers in favor of each Lender requesting a Notethe Lender; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions specified in Schedule 4.01(a)(iv), which includes each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPDay, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, in the form attached as Exhibit F (vi) a favorable opinion of local counsel to the matters concerning the Loan Parties in Florida, Texas, Arkansas, Georgia and North Carolina, addressed to the Loan Documents as Lender in form and substance reasonably satisfactory to the Required Lenders may reasonably requestLender; (viiivii) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable each Loan Parties Party either (A) identifying attaching copies of all consents, licenses and approvals (including pursuant to any Franchise Agreement or Framework Agreement) required in connection with the execution, delivery and performance by each Borrower such Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xviii) a certificate signed by a Responsible Officer of the Borrower Agent Company certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied satisfied, and (B) as that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the matters described in Section 5.01(d)aggregate, a Material Adverse Effect; (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xiiix) a certificate signed by the Chief Financial Officer chief financial officer, treasurer or the Chief Accounting Officer chief accounting officer of the Borrower Agent Company, certifying thatthat the Company individually is Solvent and the Loan Parties taken as a whole are Solvent, in each case after giving effect to this Agreement and the entering into of the other Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent Indebtedness pursuant hereto and (B) the Loan Parties, taken as a whole, are Solventthereto; (xiiix) Intentionally Omitted; (xi) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Lender as an additional insured or lenders loss payee, as the case may be, on all insurance policies maintained with respect to properties of the Company of any Loan Party constituting part of the Collateral; (xivxii) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code UCC financing statements, suitable in form and substance statements for filing in all places required by applicable law to perfect the Liens of the Administrative Agent Lender under the Security Instruments as a first priority perfected Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xviixiii) Uniform Commercial Code UCC search results with respect to the Loan Parties showing only those Liens as are acceptable to the Lenders; Lender (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable or pursuant to the Required Lenders; (xix) evidence which arrangements reasonably satisfactory to the Required Lenders of Lender shall have been made to remove any unacceptable Liens promptly after the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]Closing Date); and (xxiixiv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Unless waived by the Lender, the Company shall have paid all reasonable accrued fees, charges and disbursements of counsel to the Administrative Agent and Lender (directly to such counsel if requested by the Lenders Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Company and the Administrative Agent and the Lenders, respectivelyLender). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The effectiveness of this Agreement and the obligation of each Lender to make Initial its initial Loans hereunder is are all subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders Administrative Agent and their respective legal counseleach of the Lenders: (i) executed counterparts of this Agreement and the Guaranty, sufficient in number for distribution to the Administrative Agent, each of Lender and the Loan DocumentsBorrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and Guarantors is validly existing, in good standing and qualified to engage in business in its jurisdiction state of organization and in any each other jurisdiction in which where its ownership, lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender Lender, and their successors and assigns, as covering such matters relating to the matters concerning the Loan Parties and Parties, the Loan Documents and the transactions contemplated therein as the Administrative Agent or the Required Lenders may reasonably request; provided, however, that opinions with respect to Subsidiary Guarantors that are not organized in the States of Delaware, Illinois, Maryland and Michigan (other than enforceability opinions with respect to any Loan Document to which such Subsidiary Guarantors is a party which will not be from the jurisdiction of formation unless otherwise requested below), will be required only if requested by the Administrative Agent, in its sole discretion, with the understanding that enforceability opinions will be required with respect to any Loan Document to which such Subsidiary Guarantors is a party, which if the Administrative Agent has not requested other opinions in addition to enforceability, may be subject to necessary assumptions to avoid the requirement of having opinions from the jurisdiction of formation of such Subsidiary Guarantors; (viiivi) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable Loan Parties Parent either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvii) a certificate signed by a Responsible Officer of the Borrower Agent Parent certifying (A) that the conditions specified in Sections 5.01(a5.02(a) and 5.01(b(b) have been satisfied and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Datesatisfied, (B) unaudited financial statements for Holdings and its Subsidiaries that there has been no event or circumstance since December 31, 2022 that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) a duly completed Compliance Certificate as of December the last day of the fiscal quarter of the Borrower ended on March 31, 2023, without signed by a Responsible Officer of the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025Parent; (xiiix) a certificate duly completed Unencumbered Pool Report calculated as of March 31, 2023, signed by the Chief Financial Officer or the Chief Accounting a Responsible Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are SolventParent; (xiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery an executed Certificate of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, Beneficial Ownership and such other documents and/or evidence of documentation and other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed information requested in connection with the Original ABL Credit Agreement applicable “know your customer” and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws anti-money laundering rules and regulations, with including the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]USA Patriot Act; and (xxiixi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (b) At least five days prior The absence of any action, suit, investigation or proceeding pending or, to the Closing Dateknowledge of any Loan Party, (i) threatened in any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent court or before any Lender at least ten days prior arbitrator or governmental authority related to the Closing Date, Borrowers shall Loan that could reasonably be expected to have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Acta Material Adverse Effect. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ed) The Borrowers Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative Agent and the Lenders, respectivelyAgent). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 10.0410.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder is This Agreement shall be effective subject to satisfaction of the following conditions precedent: (a) The Administrative AgentLender’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders and their respective legal counselLender: (i) executed counterparts of (A) this Agreement (B) the Mortgages set forth on Schedule 4.01(a)(i), (C) the Guaranty and (D) the Subordination and Attornment Agreements required to be delivered in connection herewith, in each of case, sufficient in number for distribution to the Loan DocumentsLender, the Lender’s counsel and the Company; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes Master Note executed by the Borrowers in favor of each Lender requesting a Notethe Lender; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in the respective jurisdictions specified in Schedule 4.01(a)(iv), which includes each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPDay, counsel to the Loan Parties, each addressed to the Administrative Agent Lender, in the form attached as Exhibit F (vi) a favorable opinion of local counsel to the Loan Parties in Indiana, Texas, Georgia and each North Carolina, addressed to the Lender in form and their successors and assignssubstance reasonably satisfactory to the Lender, as to the such matters concerning the Loan Parties Borrowers the Guarantors, and the Loan Documents as the Required Lenders Lender may reasonably request; (viiivii) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable each Loan Parties Party either (A) identifying attaching copies of all consents, licenses and approvals (including pursuant to any Franchise Agreement or Framework Agreement) required in connection with the execution, delivery and performance by each Borrower such Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xviii) a certificate signed by a Responsible Officer of the Borrower Agent Company certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied satisfied, and (B) as that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the matters described in Section 5.01(d)aggregate, a Material Adverse Effect; (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xiiix) a certificate signed by the Chief Financial Officer chief financial officer, treasurer or the Chief Accounting Officer chief accounting officer of the Borrower Agent Company, certifying thatthat the Company individually is Solvent and the Loan Parties taken as a whole are Solvent, in each case after giving effect to this Agreement and the entering into of the other Loan Documents and the consummation of all Indebtedness pursuant hereto and thereto; (x) With respect to each Financed Property identified on Schedule 2.01, the Lender shall have received each of the Transactionsfollowing, each of which shall be originals or telecopies (followed promptly by originals) unless otherwise specified, each dated as of the Closing Date or a recent date before the Closing Date and each in form and substance reasonably satisfactory to the Lender: (A) each Borrower is Solvent and a satisfactory FIRREA Appraisal; (B) (x) a Mortgage properly executed by a Responsible Officer of the signing Loan PartiesParty and evidence of the proper recordation of such Mortgage in the appropriate filing office (or delivery of such Mortgage to the applicable title company for recordation), taken as a whole, are Solventand (y) the Real Estate Support Documents with respect to such Financed Property; (xiiiC) environmental reports (including Phase I and if requested by the Lender, Phase II environmental assessments) as the Lender may reasonably request, in each case (x) prepared by an environmental expert acceptable to Lender and (y) dated as of a date within twelve (12) months before the Closing Date; (D) evidence that such Financed Property is not a Flood Hazard Property; (E) a copy of the Lease of such Financed Property to the applicable Subsidiary and any sublease or Memorandum of Lease associated therewith, if any; (xi) evidence that all insurance (including flood insurance, if applicable) required to be maintained pursuant to the Loan Documents has been obtained and is in effect, including endorsements naming the Lender as an additional insured or lender’s loss payee, as the case may be, on all insurance policies maintained with respect to properties of the Company of any Loan Party constituting part of the Collateral; (xivxii) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code UCC financing statements, suitable in form statements and substance fixture filings for filing in all places required by applicable law to perfect the Liens of the Administrative Agent Lender under the Security Instruments as a first priority perfected Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, statements or fixture filings and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law Law to perfect the Liens of the Administrative Agent Lender under such the Mortgages and other Security Instruments as a first priority Lien (subject only to Mortgage Permitted Liens) in and to such other Collateral as the Required Lenders Lender may require; (xviixiii) Uniform Commercial Code UCC search results with respect to the Loan Parties showing only those Liens as are acceptable to the LendersLender (or pursuant to which arrangements reasonably satisfactory to the Lender shall have been made to remove any unacceptable Liens promptly after the Closing Date); (xviiixiv) evidence of the payment in full documentation and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed other information requested by Lender in connection with the Original ABL Credit Agreement applicable “know your customer” and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws anti-money-laundering rules and regulations, with including the receipt of all material governmentalPATRIOT Act, shareholder and third party consents and approvals relating thereto) of in each case at least five days prior to the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]Closing Date; and (xxiixv) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Unless waived by the Lender, the Company shall have paid all reasonable accrued fees, charges and disbursements of counsel to the Administrative Agent and Lender (directly to such counsel if requested by the Lenders Lender) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Company and the Administrative Agent and the Lenders, respectivelyLender). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial its portion of the Loans hereunder on the Effective Date is subject to satisfaction of the following conditions precedent: (a) The Administrative GSO Entities’ and the Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed by a Responsible Officer of the applicable Loan Partywhich shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) unless otherwise specified, each dated as of the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance reasonably satisfactory to the Lenders and their respective legal counselGSO Entities: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the GSO Entities may reasonably require evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party pursuant to the terms of this Agreement and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty or is to become a party pursuant to the terms of this Agreement; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders GSO Entities may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which or formation, or a certification stating that such Organization Documents have not been changed since the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates date of good standing and qualification to engage in business in each applicable jurisdictionthe Existing Credit Agreement; (viiv) a favorable an opinion of ▇G▇▇▇▇▇ D▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders GSO Entities may reasonably request; (viiivi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (x) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(aclauses (e), (f), (g) and 5.01(b(i) of this Article IV have been satisfied and (B) as a certificate of a Responsible Officer of the Borrower certifying to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each Solvency of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings Borrower and its Subsidiaries on a monthly consolidated basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer as of the Borrower Agent certifying that, Effective Date after giving effect to the entering into transactions contemplated hereby in the form attached hereto as Exhibit F; (vii) the other Loan Documents, each duly executed by the applicable Loan Parties; (viii) results of searches or other evidence reasonably satisfactory to the Loan Documents GSO Entities (in each case requested by the GSO Entities at least 30 days prior to the Effective Date and dated as of a date reasonably satisfactory to the consummation GSO Entities) indicating the absence of all Liens on the assets of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, except for Permitted Encumbrances and Liens for which termination statements satisfactory to the GSO Entities are Solvent;being tendered substantially concurrently with such extension of credit or other arrangements satisfactory to the GSO Entities for the delivery of such termination statements have been made; and (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law Law or reasonably requested by the GSO Entities to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under GSO Entities (and all filing and recording fees and taxes in connection therewith shall have been duly paid); provided that to the Security Instruments as a first priority Lien as to items of Collateral in which a extent any security interest may in the Collateral is not granted or perfected on the Effective Date after the Loan Parties’ commercially reasonable efforts to do so without undue burden or expense (other than (x) grants with respect to the Collateral subject to the UCC and the delivery of UCC financing statements and (y) the delivery of stock certificates and stock powers pursuant to this clause (x) (provided that, the stock certificates of any Subsidiary of SBG Holdings acquired pursuant to the Gaiam Acquisition Agreement will only be perfected required to be delivered on the Effective Date to the extent received from the seller thereunder, so long as the Borrower has used commercially reasonably efforts to obtain such certificates by the filing Effective Date)), the grant or perfection of financing statementssuch security interest shall not constitute a condition precedent to the availability of any Loan on the Effective Date but instead be granted or perfected, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders case may require; be, within 30 days after the Effective Date (xvii) Uniform Commercial Code search results showing only those Liens or such longer period as are acceptable to the Lenders; (xviii) evidence of the payment GSO Entities may agree in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably requiretheir sole discretion). (b) At least five days All accrued fees and expenses of the Agent and the Arranger (including the reasonable and documented fees and expenses of counsel (including any local counsel) for the Agent and the Arranger) due and payable on or prior to the Closing Effective Date, (i) any Borrower that qualifies as a “legal entity customer” under and in the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation case of expenses, to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender extent invoiced at least ten days one (1) Business Day prior to the Closing Date, Borrowers Effective Date shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Actbeen paid. (c) Administrative Agent and its counsel The Lenders shall have completed all legalreceived and be reasonably satisfied with an updated appraisal with respect to the Intellectual Property of the Loan Parties, tax DVS and regulatory due diligenceWith You, including without limitation review together with a calculation of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory Loan to Administrative Agent in its sole discretionValue Ratio. (d) Any fees required to be paid on or before The Agent and the Closing Date Lenders shall have beenreceived duly executed copies of the BoA Credit Agreement and an amendment to the Intercreditor Agreement, or concurrently each in form and substance reasonably satisfactory to the GSO Entities, and the refinancing of the BoA Facility pursuant to the BoA Credit Agreement shall occur contemporaneously with the satisfaction funding of the requirements in this Section 5.01, will be, paidInitial Term Loans. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements Each of counsel to the Administrative Agent Acquisition Representations and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Specified Representations shall be true and correct in all material respects (respects, except that any Acquisition Representations or in the case of any representation or warranty Specified Representations subject to a “materiality”, “Material Adverse Effect” or similar materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they qualifiers shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (kf) No Default or Event Since the date of Default the Gaiam Acquisition Agreement, no “Company Material Adverse Effect” (as defined in the Gaiam Acquisition Agreement) shall have occurred and be continuingno other events shall have occurred that would, or would result from in the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04aggregate, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed reasonably expected to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto“Company Material Adverse Effect”.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans its initial Loan hereunder is subject to satisfaction or waiver of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items following, each of which shall be originals or facsimiles (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders and their respective legal counselAdministrative Agent: (i) executed counterparts of this Agreement and the Escrow Agreement, in each of the Loan Documentscase sufficient in number for distribution to Administrative Agent, each Lender and Borrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such customary certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdictionstanding; (viiv) a favorable opinion opinions of Skadden, Arps, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, LLP as counsel to the Loan Parties and the Loan Parties’ in-house counsel, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders Administrative Agent may reasonably request; (viiivi) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable each Loan Parties Party either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower such Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a5.02(a) and 5.01(b(b) have been satisfied and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (viii) such documents and certifications as Administrative Agent may reasonably require to evidence that the Disposition Agreements are in full force and effect and each Initial Unencumbered Property is included therein. (ix) a duly completed Unencumbered Property Report and Compliance Certificate as of the last day of the fiscal quarter of Borrower ended on September 30, 2013 signed by a Responsible Officer of Borrower; (x) the Property Information required pursuant to Section 4.02 with respect to any of the Additional Unencumbered Properties that are added to the matters described in Section 5.01(d)Unencumbered Property Pool prior to the Closing Date pursuant to Sections 4.02 and 4.03; (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of any consents deemed necessary by Administrative Agent in connection with entering into this Agreement under either the three fiscal years immediately preceding Revolving Credit Agreement and/or the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025;Note Purchase Agreement; and (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents such other certificates and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken documents as a whole, are Solvent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest reasonably may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Unless waived by Administrative Agent, Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders (directly to such counsel if requested by Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative Agent and the Lenders, respectivelyAgent). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 10.0411.03, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial its initial Loans hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders Administrative Agent and their respective legal counseleach of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each of the Loan DocumentsBorrower Representative; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes executed by the Borrowers in favor of each Lender requesting a NoteNotes; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of G▇▇▇▇▇▇▇▇ & T▇▇▇▇▇▇, LLP, counsel to the Loan Parties, and Husch B▇▇▇▇▇▇▇▇ LLP, Missouri counsel to certain Guarantors (or such other Missouri counsel as may be reasonably acceptable to the Loan PartiesAdministrative Agent), in each case addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by a Responsible Officer of the Borrower Agent Company certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) that the Redemption Notes have been irrevocably called for redemption on June 15, 2015 in accordance with terms of the Redemption Notes Indenture and that the Company has deposited with the trustee under such indenture the money sufficient to fully redeem the Redemption Notes as to of such date in accordance with the matters described terms of the Redemption Notes Indenture and, upon such redemption, the Redemption Notes Indenture has been satisfied and discharged in accordance with (and subject to) the terms of such indenture, excepting those provisions that expressly survive satisfaction and discharge and (D) that the execution and delivery of this Agreement and the incurrence of any Indebtedness hereunder does not violate Section 5.01(d)4.09 of the 2018 Senior Notes Indenture; (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiiivii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xivviii) [reserved]evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; (xvix) A Borrowing Request a Solvency Certificate signed by a Responsible Officer of the Borrower Representative as to the financial condition, solvency and related matters of the Loan Parties, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby; (x) The Administrative Agent shall have received a Loan Notice with respect to the LoansLoans to be made on the Closing Date; (xvixi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law Evidence reasonably satisfactory to perfect the Liens of the Administrative Agent that (A) the Redemption Notes have been irrevocably called for redemption on June 15, 2015 in accordance with terms of the Redemption Notes Indenture, (B) the Company has deposited with the trustee under the Security Instruments Redemption Notes Indenture the money sufficient to fully redeem the Redemption Notes as a first priority Lien as to items of Collateral such date in which a security interest may be perfected by accordance with the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens terms of the Administrative Agent under Redemption Notes Indenture and, upon such Security Instruments as a first priority Lien redemption, the Redemption Notes Indenture has been satisfied and discharged in accordance with (and to such other Collateral as subject to) the Required Lenders may require; terms of the Redemption Notes Indenture, excepting those provisions that expressly survive satisfaction and discharge and (xviiC) Uniform Commercial Code search results showing only those Liens as are acceptable the Existing Credit Agreement shall be repaid in full on or prior to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]Closing Date; and (xxiixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the The Administrative Agent and each requesting Lender the documentation Lenders shall have received all fees and other information so requested in connection with applicable “know your customer” expenses, if any, owing pursuant to the TD Bank Fee Letter and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT ActSection 2.09. (c) Unless waived by the Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering LawsAgent, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Company and the Administrative Agent and the Lenders, respectivelyAgent). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 10.049.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each the Lender and the L/C Issuer to make Initial Loans its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ Lender's receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders and their respective legal counselLender: (i) executed counterparts of this Agreement Agreement, the Guaranty(ies), the Security Agreement(s) and each of the Loan other Security Documents, sufficient in number for distribution to the Lender and the Borrower; (ii) original Warrants issued to each a Revolving Credit Note and a Term Note executed by the Borrower in favor of the Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts such certificates of the Registration Rights Agreement; (iv) Notes executed by the Borrowers in favor resolutions or other action, incumbency certificates and/or other certificates of each Lender requesting a Note; (v) a Secretary’s certificate for Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Lender may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Lender may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party of the Borrower and its Subsidiaries is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPKane Kessler, P.C., counsel to the Loan Parties, each addressed to ▇▇▇ L▇▇▇▇▇, in substantially the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably requestform attached hereto in Exhibit G; (viiivi) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable each Loan Parties Party either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower such Loan Party and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvii) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a4.02(a), (b) and 5.01(b(d) have been satisfied satisfied, and (B) as that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the matters described in Section 5.01(d)aggregate, a Material Adverse Effect; (xiviii) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries a duly completed Pro-Forma Compliance Certificate as of December 31, 2023, without the accompanying footnotes 2004 and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into consummation of the Loan Documents and transactions contemplated by the consummation of all Transaction Documents, signed by a Responsible Officer of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are SolventBorrower; (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (x) evidence that each Existing Credit Agreement has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under each Existing Credit Agreement have been or concurrently with the Closing Date are being released; (xi) promptly, and in no event later than 90 days following the Closing Date, executed counterparts of a landlord waiver agreement satisfactory in form and substance to the Lender, covering the New York headquarters location of the Borrower, which are the leased premises where its principal books and records, customer lists and principal library is located; (xii) copies of, or certificates of the issuing companies with respect to, policies of insurance owned by each Loan Party covering or in any manner relating to the Collateral together with endorsements thereto that comply with the terms of the Security Agreement(s) on an "Accord 27" form and are otherwise in form and substance satisfactory to the Lender, naming the Lender as additional insured and loss payee as its interests may appear; (xiii) the results of searches of the Uniform Commercial Code and other Lien filings with respect to each Loan Party in the State of New York and each other state in which a Loan Party conducts business and such searches shall disclose no Liens on any asset encumbered, except for Liens permitted under Section 7.01 or Liens terminated on or prior to the Closing Date; (xiv) [reserved]the legal structure and capitalization of the Borrower and its Subsidiaries shall be reasonably satisfactory to the Lender; (xv) A Borrowing Request the Lender shall be reasonably satisfied (i) that there shall be no litigation or administrative proceeding, or regulatory development, that would reasonably be expected to have a Material Adverse Effect and (ii) with respect the current status of, and the terms of any settlement or other resolution of, any litigation or other proceedings brought against the Borrower or any Subsidiary by or on behalf of its customers or competitors or by any Governmental Authority relating to the Loansits business; (xvi) delivery a certificate of Uniform Commercial Code financing statementsa Responsible Officer of the Borrower, suitable dated the date of this Agreement, in all respects satisfactory to the Lender certifying that after giving effect to the (i) consummation of the ARC Acquisition and the Signia Acquisition and the release or termination of all Liens (other than those of the Bank), if any, on the ARC Assets and Signia Assets, and (ii) the first Borrowings to be made, to the best knowledge of such Responsible Officer, the Borrower and each of its Subsidiaries is Solvent. (xvii) a certificate of a Responsible Officer of the Borrower, dated the date of this Agreement, in all respects satisfactory to the Lender (i) attaching a true and complete copy of each of the fully executed Signia and ARC Acquisition Documents, and (ii) certifying that (A) each such Acquisition is in full force and effect, (B) has been consummated in accordance with its respective Acquisition Documents, and (C) no material adverse change in the business, assets, liabilities, financial condition or results of operations of the Signia Business or the ARC Business has occurred. (xviii) to the extent not already delivered in connection with the foregoing certificates, a fully executed copy of each of the Material Agreements, in each case certified to be a true and complete copy thereof by a Responsible Officer of the Borrower, each of which shall be in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable satisfactory to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders;Lender. (xix) evidence satisfactory to a Borrowing Base Certificate for the Required Lenders period ending February 28, 2005 (which shall include pro forma calculation of the consummation (Eligible Accounts Receivable of ARC and Signia), as set forth in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions;Section 6.02 hereof. (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders Lender reasonably may reasonably require. (b) At least five days All fees and expenses incurred by the Lender in connection with the field examination conducted by Lender or its designee prior to the Closing Date, (i) and any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date Date, shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Unless waived by the Lender, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders Lender to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative Agent and the Lenders, respectivelyLender). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation effectiveness of each Lender to make Initial Loans hereunder is the Existing Credit Agreement on the Third Restatement Date was subject to satisfaction satisfaction, among other things, of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by a Responsible Officer of the applicable Loan Partyoriginals) unless otherwise specified, each dated as of the Closing Third Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third Restatement Date) and each in form and substance reasonably satisfactory to the Lenders and their respective legal counselAgent: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the Agent may reasonably require evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party pursuant to the terms of this Agreement and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty or is to become a party pursuant to the terms of this Agreement; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdictionor formation; (viiv) a favorable an opinion of G▇▇▇▇▇, D▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders Agent may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) this Article IV have been satisfied satisfied, and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each Solvency of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries Loan Parties as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, Third Restatement Date after giving effect to the entering into transactions contemplated hereby; (vii) a confirmation and ratification of the Security Documents executed by the applicable Loan Documents Parties and a joinder to the Facility Guaranty and the consummation Security Documents by Gaiam Brands and its Subsidiaries; (viii) results of all searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Transactions, (AAgent) each Borrower is Solvent and (B) indicating the absence of Liens on the assets of the Loan Parties, taken as a whole, except for Permitted Encumbrances and Liens for which termination statements satisfactory to the Agent are Solvent;being tendered substantially concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; and (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law Law or reasonably requested by the Agent to be filed, registered, recorded or delivered to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (b) At All accrued fees and expenses of the Agent (including the reasonable and documented fees and expenses of counsel (including any local counsel) for the Agent) due and payable on or prior to the Third Restatement Date, and in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the Third Restatement Date have been paid. (c) The Agent’s receipt and satisfaction with an updated appraisal with respect to the Intellectual Property of the Loan Parties and With You, together with a calculation of the Loan to Value Ratio. (d) The Agent’s receipt of the Second Lien Credit Agreement and an amendment to the Second Lien Intercreditor Agreement in form and substance reasonably satisfactory to the Agent, and the refinancing of the Second Lien Facility pursuant to the Second Lien Credit Agreement shall occur contemporaneously with the initial funding of the Loans. (e) The Agent’s and the Lenders’ receipt and satisfaction with the substance of interim financial statements of Gaiam Brands and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) days prior to the Closing Date, Third Restatement Date for which such financial statements are available. (if) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested Receipt by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the of an initial notice of borrowing. (g) The Agent’s receipt of all documentation and other information so reasonably requested in connection with writing by the Lenders at least ten (10) Business Days prior to the Third Restatement Date as being required by regulatory authorities under applicable “know your customer” and Antianti-Money Laundering Laws or Anti-Corruption Lawsmoney laundering rules and regulations, including without limitation the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial its portion of the Loans hereunder on the Effective Date is subject to satisfaction of the following conditions precedent: (a) The Administrative GSO Entities’ and the Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed by a Responsible Officer of the applicable Loan Partywhich shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) unless otherwise specified, each dated as of the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance reasonably satisfactory to the Lenders and their respective legal counselGSO Entities: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the GSO Entities may reasonably require evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party pursuant to the terms of this Agreement and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty or is to become a party pursuant to the terms of this Agreement; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders GSO Entities may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdictionor formation; (viiv) a favorable an opinion of ▇G▇▇▇▇▇ D▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders GSO Entities may reasonably request; (viiivi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (x) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(aclauses (e), (f), (g) and 5.01(b(i) of this Article IV have been satisfied and (B) as a certificate of a Responsible Officer of the Borrower certifying to the matters described in Section 5.01(d); (xi) (A) audited financial statements Solvency of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings Sequential and its Subsidiaries on a monthly consolidated basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer as of the Borrower Agent certifying that, Effective Date after giving effect to the entering into transactions contemplated hereby; (vii) the other Loan Documents, each duly executed by the applicable Loan Parties; (viii) results of searches or other evidence reasonably satisfactory to the Loan Documents GSO Entities (in each case requested by the GSO Entities at least 30 days prior to the Effective Date and dated as of a date reasonably satisfactory to the consummation GSO Entities) indicating the absence of all Liens on the assets of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, except for Permitted Encumbrances and Liens for which termination statements satisfactory to the GSO Entities are Solvent;being tendered substantially concurrently with such extension of credit or other arrangements satisfactory to the GSO Entities for the delivery of such termination statements have been made; and (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law Law or reasonably requested by the GSO Entities to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under GSO Entities (and all filing and recording fees and taxes in connection therewith shall have been duly paid); provided that to the Security Instruments as a first priority Lien as to items of Collateral in which a extent any security interest may in the Collateral is not granted or perfected on the Effective Date after the Loan Parties’ commercially reasonable efforts to do so without undue burden or expense (other than (x) grants with respect to the Collateral subject to the UCC and the delivery of UCC financing statements and (y) the delivery of stock certificates and stock powers pursuant to this clause (x) (provided that, the stock certificates of any Subsidiary of MSLO acquired pursuant to the MSLO Acquisition Agreement will only be perfected required to be delivered on the Effective Date to the extent received from the seller thereunder, so long as SQBG has used commercially reasonably efforts to obtain such certificates by the filing of financing statementsEffective Date; provided further that, the obligation to deliver such certificates shall be deemed to have been satisfied to the extent such certificates are delivered to, or are in the possession of, the BoA Agent if and only to the extent the BoA Agent holds such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect certificates for the Liens benefit of the Administrative Agent under and the Lenders subject to the Intercreditor Agreement)), the grant or perfection of such Security Instruments as security interest shall not constitute a first priority Lien in and condition precedent to such other Collateral the availability of any Loan on the Effective Date but instead be granted or perfected, as the Required Lenders case may require; be, within 30 days after the Effective Date (xvii) Uniform Commercial Code search results showing only those Liens or such longer period as are acceptable to the Lenders; (xviii) evidence of the payment GSO Entities may agree in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably requiretheir sole discretion). (b) At least five days All accrued fees and expenses of the Agent and the Arranger (including the reasonable and documented fees and expenses of counsel (including any local counsel) for the Agent and the Arranger) due and payable on or prior to the Closing Effective Date, (i) any Borrower that qualifies as a “legal entity customer” under and in the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation case of expenses, to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender extent invoiced at least ten days one (1) Business Day prior to the Closing Date, Borrowers Effective Date shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Actbeen paid. (c) Administrative Agent and its counsel The Lenders shall have completed all legalreceived and be reasonably satisfied with an updated appraisal with respect to the Intellectual Property of the Loan Parties, tax DVS and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretionWith You. (d) Any fees required to be paid on or before The Agent and the Closing Date Lenders shall have been, or concurrently with the satisfaction received duly executed copies of the requirements BoA Credit Agreement (as amended on the Effective Date) and the Intercreditor Agreement, each in this Section 5.01, will be, paidform and substance reasonably satisfactory to the GSO Entities. (e) The Borrowers Since December 31, 2014, there shall not have paid all reasonable feesbeen any event or effect that has had or would be reasonably expected to have, charges and disbursements of counsel individually or in the aggregate, a Material Adverse Effect with respect to the Administrative Agent Borrower and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings Subsidiaries (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectivelyother than With You). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties Each of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Acquisition Representations and the Specified Representations shall be true and correct in all material respects (respects, except that any Acquisition Representations or in the case of any representation or warranty Specified Representations subject to a “materiality”, “Material Adverse Effect” or similar materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they qualifiers shall be true and correct in all material respects respects. (g) Since the date of the MSLO Acquisition Agreement, no change, state of facts, circumstance, occurrence, development, event or effect that, individually or in the case aggregate, has had or would reasonably be expected to have a “MSLO Material Adverse Effect” (as defined in the MSLO Acquisition Agreement, without giving effect to any amendment or modification of such definition after the date of the MSLO Acquisition Agreement unless approved by the GSO Entities in their reasonable discretion) shall have occurred. (h) The Borrower shall have delivered to the Agent an initial notice of borrowing. (i) Prior to or contemporaneously with the funding of the Loans on the Effective Date, the Borrower shall consummate the MSLO Acquisition substantially in accordance with the terms and conditions set forth in the MSLO Acquisition Agreement, without any amendment, modification or waiver of any representation of the terms or warranty subject conditions thereof that would be materially adverse to a materiality qualifierthe Agent and the Lenders without the consent of the GSO Entities (such consent not to be unreasonably withheld, true delayed or conditioned). (j) The Agent and correct in all respectsthe Lenders shall have received and the Lenders shall be satisfied with the substance of interim financial statements of MSLO and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) as of days prior to the Effective Date for which such earlier datefinancial statements are available. (k) No Default or Event of Default shall have occurred The GSO Entities, the Agent and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent Lenders shall have received notice from such Lender at least five (5) Business Days prior to the proposed Closing Effective Date specifying its objection theretoall documentation and other information reasonably requested in writing by the GSO Entities at least ten (10) Business Days prior to the Effective Date as being required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the USA PATRIOT Act.

Conditions of Initial Loans. The obligation of each Lender to make Initial --------------------------- Loans in connection with the initial Borrowing hereunder is subject to the satisfaction of the following conditions precedent:precedent (provided that in no event -------- shall the Lenders be obligated to make any Loans hereunder if the initial Borrowing does not occur on or prior to September 30, 1996): (a) The Administrative Agent’s and Agent shall have received the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) below, each properly executed by a Responsible Officer of the applicable Loan Partyfollowing, each dated as of the Closing Date (orunless otherwise specified) and, except for the Notes, in sufficient copies for each Lender: (i) a Note for each Lender that is a party hereto as of the Closing Date, in the case amount of certificates such Lender's Commitment and duly completed and executed by the Borrower; (ii) a certificate, signed by the chief executive officer, vice president - finance or treasurer of governmental officialsthe Borrower, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders and their respective legal counsel: (i) executed counterparts of this Agreement and each of the Loan Documents; (ii) original Warrants issued to each LenderAdministrative Agent, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes executed by the Borrowers in favor of each Lender requesting a Note; (v) a Secretary’s certificate for each Loan Party certifying as to that (A) true all representations and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions warranties of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer Borrower contained in connection with this Agreement and the other Loan Credit Documents are true and correct as of the Closing Date, both immediately before and after giving effect to which the initial Loans hereunder and the application of the proceeds thereof, (B) no Default or Event of Default has occurred and is continuing, both immediately before and after giving effect to the initial Loans hereunder and the application of the proceeds thereof, (C) there are no insurance regulatory proceedings pending or, to such Loan Party is a party; (vi) certification from individual's knowledge, threatened against any applicable Governmental Authority as of the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and Insurance Subsidiaries in any other jurisdiction in which the failure to that, if adversely determined, would be so qualified could reasonably be expected likely to have a Material Adverse Effect, including certificates and (D) both immediately before and after giving effect to the consummation of good standing the transactions contemplated by this Agreement, no Material Adverse Change has occurred since December 31, 1995, and qualification there exists no event, condition or state of facts that could reasonably be expected to engage result in business in each applicable jurisdictiona Material Adverse Change; (viiiii) a certificate of the secretary or an assistant secretary of the Borrower, in form and substance satisfactory to the Administrative Agent, certifying (A) that attached thereto is a true and complete copy of the certificate of incorporation and all amendments thereto of the Borrower, certified as of a recent date by the Secretary of State of Delaware, and that the same has not been amended since the date of such certification, (B) that attached thereto is a true and complete copy of the bylaws of the Borrower, as then in effect and as in effect at all times from the date on which the resolutions referred to in clause (C) below were adopted to and including the date of such certificate, and (C) that attached thereto is a true and complete copy of resolutions adopted by the board of directors of the Borrower authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which it is a party, and as to the incumbency and genuineness of the signature of each officer of the Borrower executing this Agreement or any of the other Credit Documents, and attaching all such copies of the documents described above; and (iv) a favorable opinion of ▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇ LLP▇▇, general counsel to the Loan PartiesBorrower, each addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (x) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) have been satisfied and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively)in substantially the form of Exhibit E and addressing such other matters as the Administrative Agent or any Lender may reasonably request. (fb) [reserved]The Administrative Agent shall have received (i) a certificate as of a recent date of the good standing of each of the Borrower and its Subsidiaries (other than Liberty National Reinsurance Company, Ltd.) under the laws of its jurisdiction of organization, from the Secretary of State (or comparable Governmental Authority) of such jurisdiction, (ii) a certificate as of a recent date of the qualification of the Borrower to conduct business as a foreign corporation, from the Secretary of State of Alabama, (iii) a certificate as of a recent date of the good standing of the Borrower, from the Department of Revenue of the State of Alabama, (iv) as to each Insurance Subsidiary (other than Liberty National Reinsurance Company, Ltd.), a certificate of compliance as of a recent date, issued by the Insurance Regulatory Authority of its jurisdiction of domicile, and (v) to the extent not covered under clause (iv) above, and to the extent applicable to each Insurance Subsidiary, certificates of compliance as of a recent date, issued by the Insurance Regulatory Authorities of the States of Alabama, Hawaii and Texas. (gc) [reserved]. All legal matters, documentation and corporate or other proceedings incident to the transactions contemplated hereby shall be reasonably acceptable to the Administrative Agent; all approvals, permits and consents of any Governmental Authorities (hincluding, without limitation, all relevant Insurance Regulatory Authorities) [reserved]. (i) [reserved]. (j) The representations or other Persons required in connection with the execution and warranties delivery of this Agreement and the consummation of the Loan Parties contained in Article VI or any other Loan Documenttransactions contemplated hereby shall have been obtained (without the imposition of conditions that are not reasonably acceptable to the Administrative Agent), or which are contained in any document furnished at any time under or in connection herewith or therewithand all related filings, if any, shall be true have been made, and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifiersuch approvals, true permits, consents and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they filings shall be true in full force and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true effect and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender copies thereof as it shall have requested; all applicable waiting periods shall have expired without any adverse action being taken by any Governmental Authority having jurisdiction; and no action, proceeding, investigation, regulation or legislation shall have been instituted, threatened or proposed before, and no order, injunction or decree shall have been entered by, any court or other Governmental Authority, in each case to enjoin, restrain or prohibit, to obtain substantial damages in respect of, or that is otherwise related to or arises out of, this Agreement or the consummation of the transactions contemplated hereby, or that, in the opinion of the Administrative Agent, would otherwise be reasonably likely to have a Material Adverse Effect. (d) Since December 31, 1995, both immediately before and after giving effect to the consummation of the transactions contemplated by this Agreement, there shall not have occurred any Material Adverse Change or any event, condition or state of facts that could reasonably be expected to result in a Material Adverse Change. (e) The Borrower shall have paid (i) to the Administrative Agent, the initial payment of the annual administrative fee described in the Fee Letter, and (ii) all other fees and expenses of the Administrative Agent and the Lenders required hereunder or under any other Credit Document to be paid on or prior to the proposed Closing Date specifying its objection thereto(including fees and expenses of counsel) in connection with this Agreement and the transactions contemplated hereby. (f) The Administrative Agent shall have received evidence satisfactory to it that, concurrently with the making of the initial Loans hereunder, all principal, interest and other amounts outstanding with respect to the Terminating Senior Indebtedness shall be repaid and satisfied in full and all commitments to extend credit under the agreements and instruments relating thereto shall be terminated. (g) There shall not have occurred and be continuing any event or condition in the United States financial and capital markets that could reasonably be expected to have a material adverse effect on the primary syndication of the revolving credit facility provided for hereunder. (h) The Administrative Agent shall have received an Account Designation Letter, together with written instructions from an Authorized Officer of the Borrower, including wire transfer information, directing the payment of the proceeds of the initial Loans to be made hereunder. (i) The Administrative Agent and each Lender shall have received such other documents, certificates, opinions and instruments as it shall have reasonably requested.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans its initial Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan PartyBorrower, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders Administrative Agent and their respective legal counseleach of the Lenders: (i) executed counterparts of this Agreement and each of the Loan DocumentsAgreement; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate the Collateral Documents, executed by the Borrower in appropriate form for each Loan Party certifying as to recording, where necessary, together with: (A) true such Lien searches as the Administrative Agent shall have requested, and complete copies such termination statements or other documents as may be necessary to confirm that the Collateral is subject to no Liens in favor of all Organization Documents of such Loan Party attached thereto, any Persons (other than the Liens securing the Obligations and Permitted Liens); (B) resolutions such consents, estoppels, subordination agreements and other documents and instruments executed by landlords and other Persons party to material contracts relating to any Collateral as to which the Administrative Agent shall be granted a Lien for the benefit of the Board of Directors Lenders, as requested by the Administrative Agent or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and the Required Lenders; and (C) evidence that all other actions necessary or, in the opinion of the Administrative Agent or the Lenders, desirable to perfect and protect the first priority Lien created by the Collateral Documents, and to enhance the Administrative Agent’s ability to preserve and protect its interests in and access to the Collateral, have been taken; and (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers (including specimen signatures) Responsible Officers of the Borrower as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party; (viv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viivi) a favorable opinion of A▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to substantially in the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably requestform of Exhibit E attached hereto; (viiivii) certificates a certificate of a Responsible Officers Officer of the Borrower Agent or the applicable Loan Parties either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each the Borrower and the validity against each such Loan Party the Borrower of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xviii) a certificate signed by a Responsible Officer of the Borrower Agent Borrower, certifying (A) that the conditions specified in Sections 5.01(a) representations and 5.01(b) have been satisfied and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each warranties of the three fiscal years immediately preceding Borrower contained in Article V are and correct as of the Closing Date, (B) unaudited financial statements for Holdings that no Default has occurred and its Subsidiaries is continuing as of December 31such date, 2023, without the accompanying footnotes and schedules and (C) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have or result in, either individually or in the aggregate, a material adverse effect upon, or a material adverse change in, (1) the business, assets, liabilities (actual or contingent), operations, condition (financial projections or otherwise) or prospects of the Borrower, (including but not limited 2) the facts and information regarding the Borrower as represented to date by the Borrower, or (3) the perfection or priority of any Lien granted under any of the Collateral Documents, and (D) the absence of any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to (1) have a material adverse effect on the business, assets, properties, liabilities (actual and contingent), operations, condition (financial forecast models or otherwise) or prospects of the Borrower, (2) adversely affect the ability of the Borrower to perform its obligations under the Loan Documents, or (3) adversely affect the rights and liquidity forecastsremedies of the Administrative Agent or the Lenders under the Loan Documents; (ix) evidence satisfactory to the Administrative Agent that the commitments to lend under the Existing Revolving Credit Agreement are being terminated on the Closing Date, that the Borrower’s outstanding obligations under the Existing Revolving Credit Agreement are being repaid on the Closing Date, and that the liens and security interests securing the Borrower’s obligations thereunder are being released; (x) evidence satisfactory to the Administrative Agent that the conditions to effectiveness under the Revolving Agreement have been satisfied or will be satisfied concurrently with the effectiveness of Holdings this Agreement; (xi) the Audited Financial Statements and its Subsidiaries on a monthly basis quarterly financial statements of the type required to be delivered pursuant to Section 6.01(b), for 2024 and on an annual basis for 2025the quarter ended March 31, 2005; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer copy of the Borrower Agent certifying that, after giving effect to the entering into report of the Loan Documents and the consummation of all of the Transactions, Borrower’s insurance broker confirming that (A) each Borrower insurance complying with the requirements of this Agreement is Solvent in effect and (B) the Loan Partiesthere are no past due premiums in respect of any such insurance, taken as a whole, and (C) stating that attached thereto are Solventcertificates of insurance evidencing same; (xiii) evidence that all insurance required to be maintained pursuant an environmental report prepared for the Borrower with respect to the Loan Documents has been obtained Refinery and is in effectthe Real Estate satisfactory to the Administrative Agent and Lenders; (xiv) [reserved]a survey of the Property in form and substance satisfactory to the Title Insurance Company, and either (A) a certification from a registered engineer or surveyor (or other evidence reasonably satisfactory to the Administrative Agent) that the portion of the real property on which the improvements constituting the Refinery is or will be situated is not in a flood plain or (B) evidence reasonably satisfactory to the Administrative Agent and the Lenders of appropriate flood insurance; (xv) A Borrowing Request with respect to a commitment from the Loans; (xvi) delivery Title Insurance Company for a mortgagee policy of Uniform Commercial Code financing statements, suitable title insurance in form and substance for filing in all places required by applicable law acceptable to perfect the Liens of the Administrative Agent under the Security Instruments and Required Lenders and containing affirmative endorsements as a first priority Lien as to items of Collateral in which a security interest may be perfected reasonably requested by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxiixvi) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Unless waived by the Administrative Agent, the Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided provided, that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative Agent and the Lenders, respectivelyAgent). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.049.04, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted accepted, or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation obligations of each Lender to make Initial its initial Loans hereunder is are subject to satisfaction of the following conditions precedent:: DB1/ 113327194.13 (a) The Administrative Agent’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan PartyBorrower, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Lenders Administrative Agent and their respective legal counselthe Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each of the Loan DocumentsBorrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes executed by the Borrowers Borrower in favor of each Lender requesting a NoteNotes; (viii) a Secretary’s certificate for each Loan Party certifying as to from the secretary or assistant secretary of the Borrower (A) true attesting to the resolutions of the Borrower’s Board of Directors, authorizing its execution, delivery, and complete copies performance of all Organization Documents of such this Agreement and any other Loan Party attached theretoDocuments, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents Documents, and (C) certifying as true, correct and complete, copies of the Borrower’s Organization Documents, as amended, modified, or supplemented to which such Loan Party is a partythe date hereof; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Loan PartiesBorrower, each addressed to the Administrative Agent and each Lender and their successors in form and assigns, as substance satisfactory to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably requestAdministrative Agent; (viiivi) certificates a certificate of a Responsible Officers Officer (x) of the Borrower Agent or the applicable Loan Parties either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each the Borrower and the validity against each such Loan Party the Borrower of the Loan Documents to which it is a partyDocuments, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; required and (ixy) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (x) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied and (B) as that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the matters described in Section 5.01(d)aggregate, a Material Adverse Effect; (xivii) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Datelien search results, (B) unaudited financial statements for Holdings and its Subsidiaries dated as of December 31a recent date, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation together with copies of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of effective Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by that name the Borrower Agent; (xxi) [reserved]as debtor; and (xxiiviii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require.. DB1/ 113327194.13 (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid to the Administrative Agent, the Joint Lead Arrangers or the Lenders on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Borrower shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative Agent and the Lenders, respectivelyAgent). (fd) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of Upon the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case reasonable request of any representation or warranty subject Lender made at least ten (10) days prior to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except the Borrower shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least five (5) days prior to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereofClosing Date. Without limiting the generality of the provisions of the last paragraph of Section 10.049.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder is subject to satisfaction shall not become effective until the date on which each of the following conditions precedentprecedent has been satisfied: (a) The Administrative Agent’s and the Lenders’ 's receipt of the items following, each of which shall be originals or facsimiles (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan PartyBorrower, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders Administrative Agent and their respective its legal counsel: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each of the Loan DocumentsBorrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Secretary’s certificate for each Loan Party certifying as to (A) true secretary and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions vice president of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other each jurisdiction in which it is required to be qualified to engage in business to the extent the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of the Borrower's Organization Documents, certificates of good standing and and/or qualification to engage in business in each applicable jurisdiction;and tax clearance certificates. (viiv) a favorable opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPL.L.P., counsel to the Loan PartiesBorrower, each and in-house counsel of the Borrower addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties Borrower and the Loan Documents as the Required Lenders may reasonably request; (viiivi) certificates a certificate of Responsible Officers a secretary and vice president of the Borrower Agent or the applicable Loan Parties either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each the Borrower and the validity against each such Loan Party the Borrower of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvii) a certificate signed by a Responsible Officer secretary and vice president of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied and satisfied, (B) as that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the matters described aggregate, a Material Adverse Effect and (C) the Three-Year Facility is in Section 5.01(d)full force and effect, and there exists no event of default or event that, with the giving of any notice, the passage of time, or both, would constitute an event of default thereunder; (xiviii) (A) audited financial statements of Holdings and its Subsidiaries for each evidence that concurrently with the consummation of the three fiscal years immediately preceding closing on the Closing Date, (B) unaudited financial statements for Holdings the Existing 364-Day Facility shall have been terminated and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025all amounts owing thereunder shall have been paid in full; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of as the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees and expenses required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Borrower shall have paid all reasonable fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative Agent and the Lenders, respectivelyAgent). (fd) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties There shall not have occurred since the date of the Loan Parties contained in Article VI Audited Financial Statements any event or any other Loan Documentcircumstance that has had or could be or be reasonably expected to have, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (either individually or in the case of any representation or warranty subject to aggregate, a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier dateMaterial Adverse Effect. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans fund its portion of the Loan hereunder on the Effective Date is subject to satisfaction of the following conditions precedent: (a) The Administrative GSO Entities’ and the Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) (followed promptly by a Responsible Officer of the applicable Loan Partyoriginals) unless otherwise specified, each dated as of the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Lenders and their respective legal counselGSO Entities: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders sufficient in number for distribution to the Agent, each Lender and the Borrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the GSO Entities may require evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders GSO Entities may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdictionor formation; (viiv) a favorable an opinion of ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇ Case LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders GSO Entities may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) this Article IV have been satisfied and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each Solvency of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries Loan Parties as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, Effective Date after giving effect to the entering into transactions contemplated hereby; (vii) the Security Documents, each duly executed by the applicable Loan Parties; (viii) all other Loan Documents, each duly executed by the applicable Loan Parties; (ix) results of searches or other evidence reasonably satisfactory to the Loan Documents and GSO Entities (in each case dated as of a date reasonably satisfactory to the consummation GSO Entities) indicating the absence of all Liens on the assets of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, except for Permitted Encumbrances and Liens for which termination statements satisfactory to the GSO Entities are Solvent;being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; and (xiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law or reasonably requested by the GSO Entities to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under GSO Entities; provided that to the Security Instruments as a first priority Lien as to items of Collateral in which a extent any security interest may be in the Collateral is not granted or perfected by on the Effective Date after the Loan Parties’ commercially reasonable efforts to do so (other than (x) grants with respect to the Collateral subject to the UCC and the delivery of UCC financing statements or the filing of financing statementsa security agreement with the U.S. Patent and Trademark Office or the U.S. Copyright Office and (y) the delivery of stock certificates and stock powers pursuant to this clause (x) (but, and with respect to any entity acquired pursuant to the Merger Agreement, solely to the extent received from the seller thereunder)), the grant or perfection of such other documents and/or evidence of other actions as may security interest shall be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral granted or perfected, as the Required Lenders case may require; be, within 60 days after the Effective Date (xvii) Uniform Commercial Code search results showing only those Liens or such longer period as are acceptable to the Lenders; (xviii) evidence of the payment GSO Entities may agree in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably requiretheir sole discretion). (b) At The Agent and the Lenders shall have received and the Lenders shall be satisfied with the substance of (i) audited financial statements of Galaxy Brand Holdings, Inc. and its Subsidiaries for the period from May 13, 2013 through December 31, 2013, and (ii) interim financial statements of Galaxy Brand Holdings, Inc. and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) days prior to the Closing DateEffective Date for which such financial statements are available. (c) Prior to or contemporaneously with the initial funding of the Loan, the Borrower shall consummate the Effective Date Acquisition substantially in accordance with the terms and conditions set forth in the Merger Agreement, without any amendment, modification or waiver of any of the terms or conditions thereof that would be materially adverse to the Agent and the Lenders without the consent of the GSO Entities (isuch consent not to be unreasonably withheld). (d) All accrued fees and expenses of the Agent and the Arranger (including the reasonable and documented fees and expenses of counsel (including any Borrower that qualifies as a “legal entity customer” under local counsel) for the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower Agent and (iithe Arranger) so long as requested by the Administrative Agent or any Lender invoiced at least ten days one (1) Business Day prior to the Closing Date, Borrowers Effective Date shall have provided to the Administrative been paid. (e) The Agent and each requesting Lender the Lenders shall have received all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and Antianti-Money Laundering Laws or Anti-Corruption Lawsmoney laundering rules and regulations, including without limitation the USA PATRIOT Act. (cf) Administrative Agent and its counsel The GSO Entities shall have completed received payoff letters with respect to the existing indebtedness of the Loan Parties under the Second Lien Facility (as defined in the Existing Credit Agreement), in each case satisfactory in form and substance to the GSO Entities evidencing that the all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall obligations thereunder have been, been or concurrently with the satisfaction of Effective Date are being paid in full, and all Liens securing obligations thereunder have been or concurrently with the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively). (f) [reserved]Effective Date are being released. (g) [reserved]Prior to or contemporaneously with the initial funding of the Loan, (i) the Loan Parties shall have entered into, and received the proceeds of, the First Lien Facility, (ii) the Agent shall have entered into the Intercreditor Agreement with the First Lien Agent and (iii) the Agent shall have received duly executed copies of all First Lien Documents certified by a Responsible Officer of the Borrower as being true, complete and correct. (h) [reserved]. (i) [reserved]. (j) The representations and warranties Each of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Merger Representations and the Specified Representations shall be true and correct in all material respects (respects, except that any Merger Representations or in the case of any representation or warranty Specified Representations subject to a “materiality”, “Material Adverse Effect” or similar materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they qualifiers shall be true and correct in all material respects respects. (i) Since the date of the Merger Agreement, no change, state of facts, circumstance, occurrence, development, event or effect that, individually or in the case of aggregate, has had or would reasonably be expected to have a “Galaxy Material Adverse Effect” (as defined in the Merger Agreement, without giving effect to any representation amendment or warranty subject to a materiality qualifier, true and correct in all respects) as modification of such earlier date. (kdefinition after the date of the Merger Agreement unless approved by the GSO Entities in their reasonable discretion) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder any initial Revolving Credit Extension or its portion of the Tranche A Term Loan or Tranche A-1 Term Loan on the Third Restatement Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif” via e-mail) (followed promptly by a Responsible Officer of the applicable Loan Partyoriginals) unless otherwise specified, each dated as of the Closing Third Restatement Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third Restatement Date) and each in form and substance reasonably satisfactory to the Lenders and their respective legal counselAgent: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the Agent may reasonably require evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party pursuant to the terms of this Agreement and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty or is to become a party pursuant to the terms of this Agreement; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which or formation, or a certification stating that such Organization Documents have not been changed since the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates date of good standing and qualification to engage in business in each applicable jurisdictionthe Existing Credit Agreement; (viiv) a favorable an opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders Agent may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) this Article IV have been satisfied satisfied, and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each Solvency of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries Loan Parties as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, Third Restatement Date after giving effect to the entering into transactions contemplated hereby; (vii) a confirmation and ratification of the Security Documents executed by the applicable Loan Documents Parties and a joinder to the Facility Guaranty and the consummation Security Documents by Gaiam Brands and its Subsidiaries; (viii) results of all searches or other evidence reasonably satisfactory to the Agent (in each case dated as of a date reasonably satisfactory to the Transactions, (AAgent) each Borrower is Solvent and (B) indicating the absence of Liens on the assets of the Loan Parties, taken as a whole, except for Permitted Encumbrances and Liens for which termination statements satisfactory to the Agent are Solvent;being tendered substantially concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; and (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law Law or reasonably requested by the Agent to be filed, registered, recorded or delivered to create or perfect the Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under Agent; provided that to the Security Instruments as a first priority Lien as to items of Collateral in which a extent any security interest may in the Collateral is not granted or perfected on the Third Restatement Date after the Loan Parties’ commercially reasonable efforts to do so without undue burden or expense (other than (x) grants with respect to the Collateral subject to the UCC and the delivery of UCC financing statements and (y) the delivery of stock certificates and stock powers pursuant to this clause (x) (provided that, the stock certificates of Gaiam Brands and any of its Subsidiaries acquired pursuant to the Gaiam Acquisition Agreement will only be perfected required to be delivered on the Third Restatement Date to the extent received from the seller thereunder, so long as the Borrower has used commercially reasonably efforts to obtain such certificates by the filing of financing statementsThird Restatement Date; provided further, that the obligation to deliver such certificates shall be deemed to have been satisfied to the extent such certificates are delivered to, or are in the possession of, the Second Lien Agent if, and only to the extent, the Second Lien Agent holds such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect certificates for the Liens benefit of the Administrative Agent under and the Lenders subject to the Second Lien Intercreditor Agreement), the grant or perfection of such Security Instruments as security interest shall not constitute a first priority Lien in and condition precedent to such other Collateral the availability of any Loan on the Third Restatement Date but instead be granted or perfected, as the Required Lenders case may require; be, within thirty (xvii30) Uniform Commercial Code search results showing only those Liens days after the Third Restatement Date (or such longer period as are acceptable to the Lenders; (xviii) evidence of the payment Agent may agree in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably requireits sole discretion). (b) At least five days All accrued fees and expenses of the Agent (including the reasonable and documented fees and expenses of counsel (including any local counsel) for the Agent) due and payable on or prior to the Closing Third Restatement Date, (i) any Borrower that qualifies as a “legal entity customer” under and in the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation case of expenses, to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender extent invoiced at least ten days one (1) Business Day prior to the Closing Date, Borrowers Third Restatement Date shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Actbeen paid. (c) Administrative The Agent and its counsel shall have completed all legalreceived and be reasonably satisfied with an updated appraisal with respect to the Intellectual Property of the Loan Parties, tax DVS and regulatory due diligenceWith You, including without limitation review together with a calculation of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory Loan to Administrative Agent in its sole discretionValue Ratio. (d) Any fees required to be paid on or before the Closing Date The Agent shall have beenreceived the Second Lien Credit Agreement and an amendment to the Second Lien Intercreditor Agreement in form and substance reasonably satisfactory to the Agent, or concurrently and the refinancing of the Second Lien Facility pursuant to the Second Lien Credit Agreement shall occur contemporaneously with the satisfaction initial funding of the requirements in this Section 5.01, will be, paidLoans. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders shall have received and be satisfied with the substance of interim financial statements of Gaiam Brands and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) days prior to the extent invoiced prior to or on the Closing Date, plus Third Restatement Date for which such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively)financial statements are available. (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties Each of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Acquisition Representations and the Specified Representations shall be true and correct in all material respects (respects, except that any Acquisition Representations or in the case of any representation or warranty Specified Representations subject to a “materiality”, “Material Adverse Effect” or similar materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they qualifiers shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (kg) No Default or Event Since the date of Default the Gaiam Acquisition Agreement, no “Company Material Adverse Effect” (as defined in the Gaiam Acquisition Agreement) shall have occurred and no other events shall have occurred that would, in the aggregate, reasonably be continuing, expected to have a “Company Material Adverse Effect”. (h) The Borrower shall have delivered to the Agent an initial notice of borrowing. (i) Prior to or would result from contemporaneously with the extension initial funding of the Loans Loans, the Borrower shall consummate the Gaiam Acquisition substantially in accordance with the terms and conditions set forth in the Gaiam Acquisition Agreement, without any amendment, modification or from the application waiver of any of the proceeds thereof. Without limiting terms or conditions thereof that would be materially adverse to the generality Agent and the Lenders without the consent of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or Agent (such consent not to be satisfied withunreasonably withheld, each document delayed or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative conditioned). (j) The Agent shall have received notice from such Lender received, at least five (5) Business Days prior to the proposed Closing Third Restatement Date, all documentation and other information reasonably requested in writing by the Lenders at least ten (10) Business Days prior to the Third Restatement Date specifying its objection theretoas being required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act.

Conditions of Initial Loans. The obligation effectiveness of each Lender to make Initial Loans hereunder is the Existing Credit Agreement on the Third A&R Effective Date was subject to satisfaction satisfaction, among other things, of the following conditions precedent: (a) The Administrative GSO Entities’ and the Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed by a Responsible Officer of the applicable Loan Partywhich shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif “ via e-mail) unless otherwise specified, each dated as of the Closing Third A&R Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Third A&R Effective Date) and each in form and substance reasonably satisfactory to the Lenders and their respective legal counselGSO Entities: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the GSO Entities required evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party pursuant to the terms of this Agreement and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a partyparty or is to become a party pursuant to the terms of this Agreement; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders may reasonably require GSO Entities required to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to or formation, or a certification stating that such Organization Documents have a Material Adverse Effectnot been changed since December 4, including certificates of good standing and qualification to engage in business in each applicable jurisdiction2015; (viiv) a favorable an opinion of ▇G▇▇▇▇▇ D▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably requestGSO Entities requested; (viiivi) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (x) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(aclauses (e), (f), (g) and 5.01(b(i) have of this Article IV had been satisfied and (B) as a certificate of a Responsible Officer of the Borrower certifying to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each Solvency of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings Borrower and its Subsidiaries on a monthly consolidated basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer as of the Borrower Agent certifying that, Third A&R Effective Date after giving effect to the entering into transactions contemplated hereby in the form attached hereto as Exhibit F; (vii) the other Loan Documents, each duly executed by the applicable Loan Parties; (viii) results of searches or other evidence to the Loan Documents and GSO Entities (in each case requested by the consummation GSO Entities at least 30 days prior to the Third A&R Effective Date) indicating the absence of all Liens on the assets of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent;except for Permitted Encumbrances and Liens for which termination statements satisfactory to the GSO Entities were tendered substantially concurrently with such extension of credit or other arrangements satisfactory to the GSO Entities for the delivery of such termination statements were made; and (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law Law or requested by the GSO Entities to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under GSO Entities (and all filing and recording fees and taxes in connection therewith shall have been duly paid); provided that to the Security Instruments as a first priority Lien as to items of Collateral in which a extent any security interest may in the Collateral was not granted or perfected on the Third A&R Effective Date after the Loan Parties’ commercially reasonable efforts to do so without undue burden or expense (other than (x) grants with respect to the Collateral subject to the UCC and the delivery of UCC financing statements and (y) the delivery of stock certificates and stock powers pursuant to this clause (x) (provided that, the stock certificates of any Subsidiary of SBG Holdings acquired pursuant to the Gaiam Acquisition Agreement were only required to be perfected delivered on the Third A&R Effective Date to the extent received from the seller thereunder, so long as the Borrower used commercially reasonably efforts to obtain such certificates by the filing Third A&R Effective Date)), the grant or perfection of financing statementssuch security interest did not constitute a condition precedent to the availability of any Loan on the Third A&R Effective Date but instead was granted or perfected, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders case may require; be, within 30 days after the Third A&R Effective Date (xvii) Uniform Commercial Code search results showing only those Liens or such longer period as are acceptable to the Lenders; (xviii) evidence of the payment GSO Entities agreed in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably requiretheir sole discretion). (b) At All accrued fees and expenses of the Agent and the Arranger (including the reasonable and documented fees and expenses of counsel (including any local counsel) for the Agent and the Arranger) due and payable on or prior to the Third A&R Effective Date, and in the case of expenses, to the extent invoiced at least one (1) Business Day prior to the Third A&R Effective Date have been paid. (c) The Lenders shall have received and be reasonably satisfied with an updated appraisal with respect to the Intellectual Property of the Loan Parties and With You, together with a calculation of the Loan to Value Ratio. (d) The Agent and the Lenders shall have received duly executed copies of the BoA Credit Agreement and an amendment to the Intercreditor Agreement, each in form and substance reasonably satisfactory to the GSO Entities, and the refinancing of the BoA Facility pursuant to the BoA Credit Agreement shall have occurred contemporaneously with the funding of the Initial Term Loans. (e) Each of the Acquisition Representations and the Specified Representations shall have been true and correct in all material respects, except that any Acquisition Representations or Specified Representations subject to “materiality”, “Material Adverse Effect” or similar materiality qualifiers shall have been true and correct in all respects. (f) Since the date of the Gaiam Acquisition Agreement, no “Company Material Adverse Effect” (as defined in the Gaiam Acquisition Agreement) shall have occurred and no other events shall have occurred that would, in the aggregate, reasonably expected to have a “Company Material Adverse Effect”. (g) The Borrower shall have delivered to the Agent an initial notice of borrowing. (h) Prior to or contemporaneously with the funding of the Loans on the Third A&R Effective Date, the Borrower shall have consummated the Gaiam Acquisition substantially in accordance with the terms and conditions set forth in the Gaiam Acquisition Agreement, without any amendment, modification or waiver of any of the terms or conditions thereof that would have been materially adverse to the Agent and the Lenders without the consent of the Lenders (such consent not to be unreasonably withheld, delayed or conditioned). (i) The Agent and the Lenders shall have received and the Lenders shall have been satisfied with the substance of interim financial statements of the Gaiam Seller and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) days prior to the Closing DateThird A&R Effective Date for which such financial statements are available. (j) The GSO Entities, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation Agent and the Lenders shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender have received at least ten days five (5) Business Days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the Third A&R Effective Date all documentation and other information so reasonably requested in connection with writing by the GSO Entities at least ten (10) Business Days prior to the Third A&R Effective Date as required by regulatory authorities under applicable “know your customer” and Antianti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent money laundering rules and its counsel shall have completed all legal, tax and regulatory due diligenceregulations, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretionUSA PATRIOT Act. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder is subject to satisfaction shall not become effective until the date on which each of the following conditions precedentprecedent has been satisfied: (a) The Administrative Agent’s and the Lenders’ 's receipt of the items following, each of which shall be originals or facsimiles (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable Loan PartyBorrower, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders Administrative Agent and their respective its legal counsel: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each of the Loan DocumentsBorrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of a Secretary’s certificate for each Loan Party certifying as to (A) true secretary and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions vice president of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Borrower as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party the Borrower is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party the Borrower is duly organized or formed, and that each Loan Party the Borrower is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other each jurisdiction in which it is required to be qualified to engage in business to the extent the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certified copies of the Borrower's Organization Documents, certificates of good standing and and/or qualification to engage in business in each applicable jurisdiction;and tax clearance certificates. (viiv) a favorable opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLPL.L.P., counsel to the Loan PartiesBorrower, each and in-house counsel of the Borrower addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the matters set forth in Exhibit E and such other matters concerning the Loan Parties Borrower and the Loan Documents as the Required Lenders may reasonably request; (viiivi) certificates a certificate of Responsible Officers a secretary and vice president of the Borrower Agent or the applicable Loan Parties either (A) identifying attaching copies of all consents, licenses and approvals required in connection with the execution, delivery and performance by each the Borrower and the validity against each such Loan Party the Borrower of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvii) a certificate signed by a Responsible Officer secretary and vice president of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied satisfied, and (B) as to that there has been no event or circumstance since the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each date of the three fiscal years immediately preceding Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the Closing Dateaggregate, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules a Material Adverse Effect; and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025the current Debt Ratings; (xiiviii) a certificate signed the Three-Year Facility has been executed and delivered by all parties thereto and the Chief Financial Officer or the Chief Accounting Officer conditions set forth in Sections 4.01 and 4.02 thereof as of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are SolventClosing Date have been satisfied or waived in accordance with its terms; (xiiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of as the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees and expenses required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Borrowers Borrower shall have paid all reasonable fees, charges and disbursements Attorney Costs of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements Attorney Costs as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Borrower and the Administrative Agent and the Lenders, respectivelyAgent). (fd) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties There shall not have occurred since the date of the Loan Parties contained in Article VI Audited Financial Statements any event or any other Loan Documentcircumstance that has had or could be or be reasonably expected to have, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (either individually or in the case of any representation or warranty subject to aggregate, a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier dateMaterial Adverse Effect. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial its initial Loans hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders Administrative Agent and their respective legal counseleach of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each of the Loan DocumentsBorrower Representative; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes executed by the Borrowers in favor of each Lender requesting a NoteNotes; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇, LLP, counsel to the Loan Parties, and ▇▇▇ & Reno, Professional Associates, New Hampshire counsel to certain Guarantors (or such other New Hampshire counsel as may be reasonably acceptable to the Administrative Agent), in each case addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by a Responsible Officer of the Borrower Agent Company certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; and (C) that the execution and delivery of this Agreement and the incurrence of any Indebtedness hereunder does not violate Section 4.09 of that certain Indenture dated as to of June 17, 2013 between the matters described in Section 5.01(dCompany and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “2013 Notes Indenture”); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiiivii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xivviii) [reserved]; (xv) A Borrowing Request evidence that the Existing Credit Agreement has been or concurrently with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form Closing Date is being terminated and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent securing obligations under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Existing Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection Agreement have been or concurrently with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]Closing Date are being released; and (xxiiix) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, been paid. (ec) The Unless waived by the Administrative Agent, the Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Company and the Administrative Agent and the Lenders, respectivelyAgent). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 10.049.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial its initial Loans hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items following, each of which shall be originals or telecopies (i), (vfollowed promptly by originals) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowunless otherwise specified, each properly executed by a Responsible Officer of the applicable signing Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders Administrative Agent and their respective legal counseleach of the Lenders: (i) executed counterparts of this Agreement Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and each of the Loan DocumentsBorrower Representative; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes executed by the Borrowers in favor of each Lender requesting a NoteNotes; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (viiv) certification from any applicable Governmental Authority such documents and certifications as the Required Lenders Administrative Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each of the Loan Party Parties is validly existing, in good standing and qualified to engage in business in each jurisdiction where its jurisdiction ownership, lease or operation of organization and in any other jurisdiction in which properties or the conduct of its business requires such qualification, except to the extent that failure to be do so qualified could not reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (viiv) a favorable opinion of ▇▇▇▇▇▇▇▇▇ & Traurig, LLP, counsel to the Loan Parties, and Husch ▇▇▇▇▇▇▇▇▇ LLP, Missouri counsel to certain Guarantors (or such other Missouri counsel as may be reasonably acceptable to the Loan PartiesAdministrative Agent), in each case addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by a Responsible Officer of the Borrower Agent Company certifying (A) that the conditions specified in Sections 5.01(a4.02(a) and 5.01(b(b) have been satisfied satisfied, and (B) that there has been no event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect; (C) that the Redemption Notes have been irrevocably called for redemption on June 15, 2015 in accordance with terms of the Redemption Notes Indenture and that the Company has deposited with the trustee under such indenture the money sufficient to fully redeem the Redemption Notes as to of such date in accordance with the matters described terms of the Redemption Notes Indenture and, upon such redemption, the Redemption Notes Indenture has been satisfied and discharged in accordance with (and subject to) the terms of such indenture, excepting those provisions that expressly survive satisfaction and discharge and (D) that the execution and delivery of this Agreement and the incurrence of any Indebtedness hereunder does not violate Section 5.01(d)4.09 of the 2018 Senior Notes Indenture; (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiiivii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xivviii) [reserved]evidence that the Existing Credit Agreement has been or concurrently with the Closing Date is being terminated; (xvix) A Borrowing Request a Solvency Certificate signed by a Responsible Officer of the Borrower Representative as to the financial condition, solvency and related matters of the Loan Parties, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby; (x) The Administrative Agent shall have received a Loan Notice with respect to the LoansLoans to be made on the Closing Date; (xvixi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law Evidence reasonably satisfactory to perfect the Liens of the Administrative Agent that (A) the Redemption Notes have been irrevocably called for redemption on June 15, 2015 in accordance with terms of the Redemption Notes Indenture, (B) the Company has deposited with the trustee under the Security Instruments Redemption Notes Indenture the money sufficient to fully redeem the Redemption Notes as a first priority Lien as to items of Collateral such date in which a security interest may be perfected by accordance with the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens terms of the Administrative Agent under Redemption Notes Indenture and, upon such Security Instruments as a first priority Lien redemption, the Redemption Notes Indenture has been satisfied and discharged in accordance with (and to such other Collateral as subject to) the Required Lenders may require; terms of the Redemption Notes Indenture, excepting those provisions that expressly survive satisfaction and discharge and (xviiC) Uniform Commercial Code search results showing only those Liens as are acceptable the Existing Credit Agreement shall be repaid in full on or prior to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]Closing Date; and (xxiixii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the The Administrative Agent and each requesting Lender the documentation Lenders shall have received all fees and other information so requested in connection with applicable “know your customer” expenses, if any, owing pursuant to the TD Bank Fee Letter and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT ActSection 2.09. (c) Unless waived by the Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering LawsAgent, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and (directly to such counsel if requested by the Lenders Administrative Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers Company and the Administrative Agent and the Lenders, respectivelyAgent). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of the last paragraph of Section 10.049.03, for purposes of determining compliance with the conditions specified in this Section 5.014.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans any Revolving Credit Extensions or its portion of the Term Loan hereunder on the Effective Date is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) belowfollowing, each properly executed of which shall be originals, telecopies or other electronic image scan transmission (e.g., “pdf” or “tif ” via e-mail) (followed promptly by a Responsible Officer of the applicable Loan Partyoriginals) unless otherwise specified, each dated as of the Closing Effective Date (or, in the case of certificates of governmental officials, a recent date before the Closing Effective Date) and each in form and substance satisfactory to the Lenders and their respective legal counselAgent: (i) executed counterparts of this Agreement and each properly executed by a Responsible Officer of the signing Loan DocumentsParty and the Lenders sufficient in number for distribution to the Agent, each Lender and the Borrower; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes a Note executed by the Borrowers Borrower in favor of each Lender requesting a Note; (viii) a Secretary’s certificate for such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party certifying as to the Agent may require evidencing (A) true and complete copies the authority of all Organization Documents of such each Loan Party attached thereto, (B) resolutions of to enter into this Agreement and the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, party or is to become a party and (CB) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to become a party; (viiv) certification from any applicable Governmental Authority copies of each Loan Party’s Organization Documents and such other documents and certifications as the Required Lenders Agent may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdictionor formation; (viiv) a favorable an opinion of ▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇ Case LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assignsLender, as to the such customary matters concerning the Loan Parties and the Loan Documents as the Required Lenders Agent may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (xvi) a certificate signed by of a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) this Article IV have been satisfied satisfied, and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each Solvency of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries Loan Parties as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, Effective Date after giving effect to the entering into transactions contemplated hereby; (vii) the Security Documents, each duly executed by the applicable Loan Parties; (viii) all other Loan Documents, each duly executed by the applicable Loan Parties; (ix) results of searches or other evidence reasonably satisfactory to the Loan Documents and Agent (in each case dated as of a date reasonably satisfactory to the consummation Agent) indicating the absence of all Liens on the assets of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, except for Permitted Encumbrances and Liens for which termination statements satisfactory to the Agent are Solvent;being tendered concurrently with such extension of credit or other arrangements satisfactory to the Agent for the delivery of such termination statements have been made; and (xiiix) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained documents and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of instruments, including Uniform Commercial Code financing statements, suitable filings with the United States Patent and Trademark Office and the United States Copyright Office, and certificates evidencing any stock being pledged thereunder, together with undated stock powers executed in form and substance for filing blank, each duly executed by the applicable Loan Parties, in all places each case required by applicable law or reasonably requested by the Agent to be filed, registered, recorded or delivered to create or perfect the first priority Liens intended to be created under the Loan Documents and all such documents and instruments shall have been so filed, registered, recorded or delivered to the satisfaction of the Administrative Agent under Agent; provided that to the Security Instruments as a first priority Lien as to items of Collateral in which a extent any security interest may be in the Collateral is not granted or perfected by on the Effective Date after the Loan Parties’ commercially reasonable efforts to do so (other than (x) grants with respect to the Collateral subject to the UCC and the delivery of UCC financing statements or the filing of financing statementsa security agreement with the U.S. Patent and Trademark Office or the U.S. Copyright Office and (y) the delivery of stock certificates and stock powers pursuant to this clause (x) (but, and with respect to any entity acquired pursuant to the Merger Agreement, solely to the extent received from the seller thereunder)), the grant or perfection of such other documents and/or evidence of other actions as may security interest shall be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral granted or perfected, as the Required Lenders case may require; be, within 60 days after the Effective Date (xvii) Uniform Commercial Code search results showing only those Liens or such longer period as are acceptable to the Lenders; (xviii) evidence of the payment Agent may agree in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably requireits sole discretion). (b) At The Agent and the Lenders shall have received and be satisfied with the substance of (i) audited financial statements of Galaxy Brand Holdings, Inc. and its Subsidiaries for the period from May 13, 2013 through December 31, 2013, and (ii) interim financial statements of Galaxy Brand Holdings, Inc. and its Subsidiaries dated the end of the most recent Fiscal Quarter ended at least forty-five (45) days prior to the Closing DateEffective Date for which such financial statements are available. (c) Prior to or contemporaneously with the initial funding of the Loans, the Borrower shall consummate the Effective Date Acquisition substantially in accordance with the terms and conditions set forth in the Merger Agreement, without any amendment, modification or waiver of any of the terms or conditions thereof that would be materially adverse to the Agent and the Lenders without the consent of the Agent (isuch consent not to be unreasonably withheld). (d) All accrued fees and expenses of the Agent (including the reasonable and documented fees and expenses of counsel (including any Borrower that qualifies as a “legal entity customer” under local counsel) for the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (iiAgent) so long as requested by the Administrative Agent or any Lender invoiced at least ten days one (1) Business Day prior to the Closing Date, Borrowers Effective Date shall have provided to the Administrative been paid. (e) The Agent and each requesting Lender the Lenders shall have received all documentation and other information so requested in connection with required by regulatory authorities under applicable “know your customer” and Antianti-Money Laundering Laws or Anti-Corruption Lawsmoney laundering rules and regulations, including without limitation the USA PATRIOT Act. (cf) Administrative The Agent and its counsel shall have completed received payoff letters with respect to the existing indebtedness of the Loan Parties under the Second Lien Facility (as defined in the Existing Credit Agreement), in each case satisfactory in form and substance to the Agent evidencing that the all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall obligations thereunder have been, been or concurrently with the satisfaction of Effective Date are being paid in full, and all Liens securing obligations thereunder have been or concurrently with the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively). (f) [reserved]Effective Date are being released. (g) [reserved]Prior to or contemporaneously with the initial funding of the Loans, the Loan Parties shall have entered into, and received the proceeds of, the Second Lien Facility, and the Agent shall have entered into the Intercreditor Agreement with the Second Lien Agent. (h) [reserved]. (i) [reserved]. (j) The representations and warranties Each of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, Merger Representations and the Specified Representations shall be true and correct in all material respects (respects, except that any Merger Representations or in the case of any representation or warranty Specified Representations subject to a “materiality”, “Material Adverse Effect” or similar materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they qualifiers shall be true and correct in all material respects respects. (i) Since the date of the Merger Agreement, no change, state of facts, circumstance, occurrence, development, event or effect that, individually or in the case of aggregate, has had or would reasonably be expected to have a “Galaxy Material Adverse Effect” (as defined in the Merger Agreement, without giving effect to any representation amendment or warranty subject to a materiality qualifier, true and correct in all respects) as modification of such earlier date. (kdefinition after the date of the Merger Agreement unless approved by the Agent in its reasonable discretion) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection theretooccurred.

Conditions of Initial Loans. The obligation of each Lender to make Initial Loans hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent’s and the Lenders’ receipt of the items (i), (v) through (viii), (x), (xii), (xiii), (xv), (xvi), (xvii), (xxi) and (xxii) below and the Lenders’ receipt of items (ii), (iii), (iv), (ix), (xi), (xviii), (xix) and (xx) below, each properly executed by a Responsible Officer of the applicable Loan Party, each dated as of the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Lenders and their respective legal counsel: (i) executed counterparts of this Agreement and each of the Loan Documents; (ii) original Warrants issued to each Lender, duly executed and delivered by an Authorized Officer of Holdings; (iii) executed counterparts of the Registration Rights Agreement; (iv) Notes executed by the Borrowers in favor of each Lender requesting a Note; (v) a Secretary’s certificate for each Loan Party certifying as to (A) true and complete copies of all Organization Documents of such Loan Party attached thereto, (B) resolutions of the Board of Directors or other organizational action authorizing execution, delivery and performance of all Loan Documents to which such Loan Party is a party, and (C) incumbency of officers (including specimen signatures) evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (vi) certification from any applicable Governmental Authority as the Required Lenders may reasonably require to evidence that each Loan Party is duly organized or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in its jurisdiction of organization and in any other jurisdiction in which the failure to be so qualified could reasonably be expected to have a Material Adverse Effect, including certificates of good standing and qualification to engage in business in each applicable jurisdiction; (vii) a favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Loan Parties, each addressed to the Administrative Agent and each Lender and their successors and assigns, as to the matters concerning the Loan Parties and the Loan Documents as the Required Lenders may reasonably request; (viii) certificates of Responsible Officers of the Borrower Agent or the applicable Loan Parties either (A) identifying all consents, licenses and approvals required in connection with the execution, delivery and performance by each Borrower and the validity against each such Loan Party of the Loan Documents to which it is a party, and stating that such consents, licenses and approvals shall be in full force and effect, and attaching true and correct copies thereof or (B) stating that no such consents, licenses or approvals are so required; (ix) certificates of Responsible Officers of Holdings certifying that Holdings has reserved sufficient shares of Common Stock for issuance upon exercise of the Warrants; (x) a certificate signed by a Responsible Officer of the Borrower Agent certifying (A) that the conditions specified in Sections 5.01(a) and 5.01(b) have been satisfied and (B) as to the matters described in Section 5.01(d); (xi) (A) audited financial statements of Holdings and its Subsidiaries for each of the three fiscal years immediately preceding the Closing Date, (B) unaudited financial statements for Holdings and its Subsidiaries as of December 31, 2023, without the accompanying footnotes and schedules and (C) financial projections (including but not limited to financial forecast models and liquidity forecasts) of Holdings and its Subsidiaries on a monthly basis for 2024 and on an annual basis for 2025; (xii) a certificate signed by the Chief Financial Officer or the Chief Accounting Officer of the Borrower Agent certifying that, after giving effect to the entering into of the Loan Documents and the consummation of all of the Transactions, (A) each Borrower is Solvent and (B) the Loan Parties, taken as a whole, are Solvent; (xiii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; (xiv) [reserved]; (xv) A Borrowing Request with respect to the Loans; (xvi) delivery of Uniform Commercial Code financing statements, suitable in form and substance for filing in all places required by applicable law to perfect the Liens of the Administrative Agent under the Security Instruments as a first priority Lien as to items of Collateral in which a security interest may be perfected by the filing of financing statements, and such other documents and/or evidence of other actions as may be reasonably necessary under applicable law to perfect the Liens of the Administrative Agent under such Security Instruments as a first priority Lien in and to such other Collateral as the Required Lenders may require; (xvii) Uniform Commercial Code search results showing only those Liens as are acceptable to the Lenders; (xviii) evidence of the payment in full and termination of, and cancellation of the commitments under, the Original ABL Credit Agreement, including terminations of Uniform Commercial Code financing statements filed in connection with the Original ABL Credit Agreement and other evidence of lien releases and other related matters on terms acceptable to the Required Lenders; (xix) evidence satisfactory to the Required Lenders of the consummation (in compliance with all applicable laws and regulations, with the receipt of all material governmental, shareholder and third party consents and approvals relating thereto) of the Transactions; (xx) copies of the Loan Documents, all certified as true and correct by the Borrower Agent; (xxi) [reserved]; and (xxii) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders may reasonably require. (b) At least five days prior to the Closing Date, (i) any Borrower that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver a Beneficial Ownership Certification in relation to such Borrower and (ii) so long as requested by the Administrative Agent or any Lender at least ten days prior to the Closing Date, Borrowers shall have provided to the Administrative Agent and each requesting Lender the documentation and other information so requested in connection with applicable “know your customer” and Anti-Money Laundering Laws or Anti-Corruption Laws, including the PATRIOT Act. (c) Administrative Agent and its counsel shall have completed all legal, tax and regulatory due diligence, including without limitation review of all documentation required by bank regulatory authorities under applicable Anti-Corruption Laws and Anti-Money Laundering Laws, the results of which shall be satisfactory to Administrative Agent in its sole discretion. (d) Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the satisfaction of the requirements in this Section 5.01, will be, paid. (e) The Borrowers shall have paid all reasonable fees, charges and disbursements of counsel to the Administrative Agent and the Lenders to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such reasonable fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrowers and the Administrative Agent and the Lenders, respectively). (f) [reserved]. (g) [reserved]. (h) [reserved]. (i) [reserved]. (j) The representations and warranties of the Loan Parties contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) on and as of the Closing Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects (or in the case of any representation or warranty subject to a materiality qualifier, true and correct in all respects) as of such earlier date. (k) No Default or Event of Default shall have occurred and be continuing, or would result from the extension of the Loans or from the application of the proceeds thereof. Without limiting the generality of the provisions of Section 10.04, for purposes of determining compliance with the conditions specified in this Section 5.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.