Common use of Conditions Precedent to Initial Loans Clause in Contracts

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received a written opinion of Pillsbury ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP, as well as local counsel to Borrowers and Parent in Utah and Michigan, each in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders Agent shall have received a copy copies of policies or certificates of insurance for the financial statements insurance policies carried by Borrowers, all in compliance with the Loan Documents, together with endorsements naming Agent as lender loss payee or additional insured, as appropriate, each in form and the financial projections described in Section 8.1.7 hereofsubstance satisfactory to Agent. (i) [Intentionally omittedAgent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the business, operations, Properties, prospects or condition (financial or otherwise) of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2008.] (j) Agent shall have received, each in form and substance satisfactory to Agent, interim financial statements not more than 30 days prior to the Closing Date for: (i) Parent and its Subsidiaries on a consolidated basis; and (ii) Parent and its Subsidiaries on a consolidating basis (but only on a group by group basis for each of the HRI Group, the Eldorado Group, the SCP Group, and the Tapco Group). (k) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kl) The Collateral Intercreditor Agreement shall have been duly executed and delivered to Agent by each of the signatories thereto, and be in form and substance satisfactory to each Lender in their sole discretion. (m) Agent shall have received Lien Waiversa listing of the Borrowers’ Account Debtors, including the name and address of each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofsuch Account Debtor. (1n) The Lenders Agent shall have received evidence that (i) a Borrowing Base Certificate prepared as of the Term A Closing Date. Upon giving effect to the initial funding of Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementand issuance of Letters of Credit, and (ii) the Term B Loans under this Agreement have been designated payment by Borrowers of all fees and expenses incurred in connection herewith as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementwell as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000.

Conditions Precedent to Initial Loans. The Lenders In addition to the conditions set forth in Section 6.2, there shall not be required no obligation or requirement to fund the requested Loans initial request for a Loan, initial issuance of any Letter of Credit, or otherwise extend initial credit to Borrowers any Credit Party hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor Credit Party shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed account control agreements for establishing each Government Receivables Deposit Account, Private Deposit Account, Concentration Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificatesa certificate, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is the Credit Parties, taken as a whole, are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor each Credit Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerCredit Party, certifying (i) that attached copies of such BorrowerCredit Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified modified, revoked or revoked, and constitute all resolutions adopted with respect to this credit facility, contradicted by any other resolution; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Credit Party in writing. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, PLLC, as counsel to the Credit Parties, in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each ObligorCredit Party, certified as appropriate by the Secretary of State or another other appropriate official of such ObligorCredit Party’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each ObligorCredit Party, issued by the Secretary of State or other appropriate official of such ObligorCredit Party’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Credit Party’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders Agent shall have received a copy copies of policies or certificates of insurance for the financial statements and insurance policies carried by Credit Parties, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedAgent shall have completed its business, financial and legal due diligence of Credit Parties, including a roll-forward of its previous field examination, with results satisfactory to Agent. No event or condition shall have occurred since December 31, 2009 that has had or could reasonably be expected to have a Material Adverse Effect.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of May 31, each in form and substance reasonably satisfactory 2010. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofAvailability shall be at least $50,000,000. (1l) The Lenders Agent shall have received evidence that the Borrowers have received the net cash proceeds of the Senior Notes issued in an original principal amount not less than $500,000,000. (im) Agent shall have received evidence that the Term A Loans Debt incurred and outstanding pursuant to the Existing First Lien Debt Documents and the Existing Second Lien Debt Documents has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under this Agreement the Existing First Lien Debt Documents and the Existing Second Lien Debt Documents have been designated as “Additional Priority Permitted Debt” under or concurrently with the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementClosing Date are being released.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, to the extent requested by Agent. (c) The Lenders Agent shall have received fully-all certificates or instruments representing or evidencing all Pledged Interests required by Section 7.4.1 accompanied by all necessary instruments of transfer or assignment, duly executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agentblank. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor Borrower, on an individual basis, is Solvent and the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 that are qualified by materiality are true and correct and the representations and warranties set forth in Section 9 that are not qualified by materiality are true and correct in all material respects; and (iv) such each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents (as to each Guarantor, which have modified since, or were not delivered to Agent in connection with, the Existing Agreement) are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received (i) a written opinion of SilvermanAcampora in form and substance satisfactory to Agent and (ii) a written opinion of any local counsel to Obligors as Agent may reasonably request, in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (ki) The Collateral ATSCO Acquisition shall be consummated in accordance with the ATSCO Purchase Agreement without any amendments, modifications, waivers or consents thereto that are not reasonably acceptable to the Agent. (j) Agent shall have received Lien Waiversa Compliance Certificate prepared as of June 30, each in form and substance reasonably satisfactory 2014 demonstrating that upon giving effect to the Collateral Agent, as it may request, ATSCO Acquisition and all Loans and Letters of Credit made or issued in respect of (a) connection therewith or on the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Closing Date, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection therewith on the Closing Date, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate are in pro forma compliance with the import ofcovenants set forth in Section 10.3. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Revolver Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers under the Revolver Commitment hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof, including (i) a duly executed Pledge Agreement, along with certificates representing the Pledged Collateral referred to therein accompanied by undated stock powers executed in blank, together with any other documents necessary to create and perfect the security in Equity Interests of the Obligors to the extent required under Section 7.1, (ii) a duly executed Trademark Security Agreement, together with evidence that all actions that Agent may deem necessary or desirable in order to perfect and protect the first priority liens and security interests created thereunder has been taken, including without limitation, filing and recording of such security interests with the appropriate Governmental Authorities, and (iii) a duly executed Release and Termination Agreement. (b) The Lenders Agent shall have received UCC and Lien searchesthe duly executed Parent Guaranty. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined acknowledgments of all filings or recordations necessary to perfect its Liens in the Revolver Agreement) Collateral, as well as UCC and Securities Account (as defined in Lien searches and other evidence satisfactory to Agent that such Liens are the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, only Liens upon the termination of the Revolver AgreementCollateral, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agentexcept Permitted Liens. (d) The Lenders Agent shall have received certificatescertificates and instruments evidencing the Pledged Collateral existing on the Closing Date accompanied by an undated instrument of assignment executed in blank by the applicable Obligor. (e) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (f) Agent shall have received a certificate, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, as of the Closing Date (i) each Obligor is the Obligors taken as a whole on a consolidated basis are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsDocuments as of the Closing Date (unless waived by Agent). (eg) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fh) The Lenders Agent shall have received a written opinion of S▇▇▇▇▇▇ Law Firm, P.C., L.L.O., as well as any local counsel to Obligors, in form and substance reasonably satisfactory to Agent. (i) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (gj) The Lenders Agent shall have received true and certified copies of insurance policies or certificates of insurance, as Agent shall request, for each of the insurance policies required to be carried by Obligors in accordance with the Loan Documents. (k) To the extent not previously received, Agent shall have received (i) the audited consolidated balance sheet of Parent and Subsidiaries for the Fiscal Year ended December 31, 2007, and the related consolidated statements of income or operations, shareholder’s equity and cash flows for such Fiscal Year, including the notes thereto, (ii) unaudited consolidated financial statements of Parent and Subsidiaries dated as of the last day of the most recently completed month-end for which financial statements are available and the related consolidated financial statements of income or operations, shareholders’ equity and cash flows for the month ending on such date, prepared by management of the Obligors consistent with past practices, and (iii) projections of Parent and the other Obligors, evidencing Borrowers’ ability to comply with the financial covenant set forth in Section 10.3. (l) No Material Adverse Effect shall have occurred. (m) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. (n) Agent shall have received an opinion appraisal of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPall Eligible Revenue Equipment, counsel in form and substance satisfactory to the Borrowers, as to such matters as the Collateral Agent may reasonably requestAgent. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (jo) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kp) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of September 22, each in form and substance reasonably satisfactory 2008. After giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $20,000,000 on the Closing Date (ii) 13085, 13039 after giving effect to the Availability Block and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofall other reserves). (1q) The Lenders Agent shall be satisfied with the capital structure and Debt of Borrowers and the other Obligors as of the Closing Date and Agent shall have received satisfactory evidence that (i) Borrowers are adequately capitalized, that the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under fair saleable value of Borrowers’ assets will exceed its liabilities on the 2009 Debenture Intercreditor AgreementClosing Date, and that Borrowers will have sufficient working capital to pay its Debts as they become due. (iir) No action, suit, investigation, litigation or proceeding shall be pending or threatened in writing in any court or before any arbitrator or governmental instrumentality that in Agent’s reasonable business judgment could reasonably be expected to have a Material Adverse Effect. (s) To the Term B Loans extent not already provided to Agent, Borrowers shall have provided all documentation and other information required by bank regulatory authorities under this Agreement applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the U.S.A. Patriot Act, to the extent such information is requested at least ten (10) Business Days prior to the Closing Date. (t) Agent shall not have been designated as “Additional Priority Permitted Debt” under become aware of any material information or other matter not previously known to Agent that in its good faith, reasonable determination is inconsistent in a material and adverse manner with any previous due diligence, information or matter known to Agent, which material information or other matter not previously known to Agent is reasonably likely to have a Material Adverse Effect. (u) Agent shall have received and delivered to the 2009 Debenture Intercreditor Agreementtitle company for recording in the applicable recording jurisdiction Mortgages for all Eligible Real Estate. (v) Agent shall have received the Real Estate Related Documents for all Eligible Real Estate.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender Agent to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed deposit account control agreements for with respect to each Deposit Account (as defined in the Revolver Agreement) and related lockbox and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of AmericaAccount, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent, and with financial institutions, reasonably satisfactory to Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all material respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, as well as any local counsel to any Borrower or Borrower Representative, in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (gh) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPpolicies or certificates of insurance for the insurance policies carried by Obligors, counsel to all in compliance with the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedNo material adverse change in the business, assets, properties, liabilities, financial condition or prospects of any Obligor shall have occurred since January 29, 2011.] (j) No action, suit, investigation, litigation or proceeding shall have been pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment (i) could reasonably be expected to have a material adverse effect on Borrowers’ business, operations, properties, or condition (financial or otherwise) or could materially and adversely impair Borrowers’ ability to perform satisfactorily under this Agreement; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated hereby. (k) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kl) The Collateral Agent shall have received a Borrowing Base Certificate prepared as of September 3, 2011. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $40,000,000. (m) Agent shall have received an inventory appraisal, the results of which are reasonably satisfactory to Agent, it being understood that this condition may be satisfied by receiving a reliance letter in favor of Agent with respect to the existing Hilco appraisal. (n) Borrowers shall have received, or shall receive substantially contemporaneously herewith, the proceeds of the Second Lien Waivers, each Debt in the amount of $55,000,000 pursuant to the terms of the Second Lien Debt Documents which shall be in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of . (ao) the following locations: Agent shall have entered into (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers a joinder to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Last-Out Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under Loan Intercreditor Agreement, and (iii) the 2009 Debenture Second Lien Debt Intercreditor Agreement. (p) Without duplication of the foregoing, Agent shall have received those documents, certificates and agreements set forth on the separate closing checklist delivered by Agent to Borrower Representative.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrower and delivered to each Lender that requests issuance of a Note shall have received a Note executed by at least one (1) Business Day prior to the Borrowers and delivered to each such LenderClosing Date. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received executed copies of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer or the Treasurer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign executing the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, and Borrower’s general counsel or assistant general counsel, in form and substance reasonably satisfactory to Agent. (f) The Lenders Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPpolicies or certificates of insurance for the insurance policies carried by Borrower, counsel together with, with respect to property insurance in respect of property constituting Collateral and the Borrowersgeneral and/or excess liability insurance on the Properties and business of Borrower and its Subsidiaries, loss payable and additional insured endorsements naming Agent as loss payee and additional insured, as to such matters as applicable, all in compliance with the Collateral Agent may reasonably requestLoan Documents. (h) The Lenders Agent shall have (i) received financial projections of Borrower evidencing Borrower’s ability to comply with the financial covenants set forth herein on a pro forma basis, (ii) completed its business, financial and legal due diligence of Obligors, in all cases, with results reasonably satisfactory to Agent, and (iii) received a copy reasonably satisfactory appraisal of Borrower’s Inventory. No material adverse change in the financial statements and condition of any Obligor or in the financial projections described in Section 8.1.7 hereofquality, quantity or value of any Collateral shall have occurred since December 31, 2013. (i) [Intentionally omitted.] (j) Borrowers Borrower shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kj) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of January 1, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of2014. (1k) The Lenders Agent shall have received evidence an officer’s certificate certifying that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Borrower violates the Existing 2018 Senior Secured Notes, the Existing 2019 Senior Notes, the Existing 2020 Senior Notes or the Existing 2022 Senior Notes (ior, in each case, the indenture executed in connection therewith). (l) Borrower shall have obtained all material Governmental Authority and other third party consents and approvals as may be reasonably necessary or appropriate to execute the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, Loan Documents and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementperform their obligations hereunder and thereunder.

Conditions Precedent to Initial Loans. The Lenders amendment and restatement of the Existing Agreement pursuant to the terms hereof shall not be required subject to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that satisfaction of each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:(the date such conditions are satisfied or waived, the “Closing Date”): (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, that (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 are true and correct in all material respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ec) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except expect as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fd) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (ge) The Lenders No material adverse change in the business, assets, properties, liabilities, financial condition or prospects of any Obligor shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPoccurred since January 28, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request2013. (hf) The Lenders No action, suit, investigation, litigation or proceeding shall have received been pending or threatened in any court or before any arbitrator or governmental instrumentality that in Collateral Agent’s judgment (i) could reasonably be expected to have a copy of material adverse effect on Borrowers’ business, operations, properties, or condition (financial or otherwise) or could materially and adversely impair Borrowers’ ability to perform satisfactorily under this Agreement; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the financial statements and the financial projections described in Section 8.1.7 hereoftransactions contemplated hereby. (i) [Intentionally omitted.] (jg) Borrowers shall have paid all fees, costs legal fees and expenses which are payable pursuant to the terms hereof be paid to Lenders on the Closing Date. (kh) The Collateral Agent Revolver Loan Documents and the Second Lien Debt Documents shall have received Lien Waivers, each been amended in form and substance a manner reasonably satisfactory acceptable to the Collateral Agent, as it may request, Lenders in respect order to permit the incurrence by the Borrowers of (a) the following locations: Term G Loans hereunder. (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementIndenture.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders To the extent required by this Agreement, Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectsmaterial respects (without giving effect to any materiality qualifiers contained therein); and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received such projections and interim financial statements as Agent may request. (g) Agent shall have received written opinions of DLA Piper US LLP, as well as any local counsel to Borrowers or Agent, in form and substance satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy business or ownership of the financial statements and the financial projections described in Section 8.1.7 hereofProperty necessitates qualification. (i) [Intentionally omittedAgent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers, all in compliance with the Loan Documents.] (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since September 30, 2007. (k) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment could reasonably be expected to have a Material Adverse Effect. (l) Agent shall have received all documentation and other information that Agent requires in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations and such background checks as Agent may require with results satisfactory to Agent in its discretion. (m) Agent shall have received such environmental reports and studies as deemed appropriate by Agent and the results of which are satisfactory to Agent in its discretion. (n) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (ko) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory a Borrowing Base Certificate prepared as of not less than two Business Days prior to the Collateral AgentClosing Date. As of the Closing Date and after giving effect to the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, as it may request, Obligors shall have not less than $65,000,000 in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofunrestricted consolidated cash. (1p) The Lenders shall have received evidence that (i) Each of the Term A Loans under this Agreement other documents set forth on the “Closing Checklist” prepared by Agent’s counsel and made available to Borrowers has been duly-executed and delivered, and all other items set forth on such Closing Checklist have been designated verified or delivered, as “Additional Priority Permitted Debt” under applicable, in each case to the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementsatisfaction of Agent.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 7.2, Lenders shall not be required to fund the requested Loans or otherwise extend credit to Borrowers hereunderany Loan, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by This Agreement, the Borrowers Guarantee and delivered to Collateral Agreement, the Perfection Certificate, the Intercreditor Agreement and each such Lender. Each other Loan Document required by the terms hereof to be delivered on the Closing Date shall have been duly executed and copies of executed counterparts of each such Loan Document shall have been delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fullya life-executed account control agreements of-loan flood hazard determination for each Deposit Account (as defined all Real Estate owned by an Obligor and, if such Real Estate is located in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americaa special flood hazard area, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject an acknowledged notice to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form applicable Borrower and substance reasonably satisfactory flood insurance by an insurer acceptable to the Collateral Agent. (d) The Lenders Agent shall have received (i) originals of stock/unit certificates representing 100% (or 65%, as applicable) of the certificated Equity Interests of each Subsidiary that is directly owned by an Obligor, together with stock powers executed in blank and (ii) Issuer Control Agreements for the Equity Interests of each Subsidiary with uncertificated Equity Interests that is directly owned by an Obligor. (e) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, set forth on Schedule 8.5, in form and substance, and with financial institutions, satisfactory to Agent and duly executed Deposit Account Control Agreements, in form and substance, reasonably satisfactory to Agent. (f) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) Borrower, individually, is, and Borrower and each Obligor is of its Subsidiaries on a consolidated basis are, Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; and (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documentscorrect. (eg) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fh) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇, S.C., as well as any local counsel to Borrower for each jurisdiction in which an Obligor is organized, in each case, in form and substance reasonably satisfactory to Agent. (i) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (gj) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPpolicies or certificates of insurance for the insurance policies carried by Borrower, counsel to all in compliance with the Borrowers, as to such matters as the Collateral Agent may reasonably requestLoan Documents. (hk) The Lenders Since December 31, 2016, there has been no circumstance, event or condition that has or could reasonably be expected to have a Material Adverse Effect. (l) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect the Transactions. (m) Agent shall have received, in form and substance satisfactory to Agent, (i) a pro forma balance sheet of Borrower and its Subsidiaries dated as of the Closing Date, (ii) financial projections of Borrower and its Subsidiaries, evidencing Borrower’s ability to comply with the financial covenant set forth in the Loan Documents, and (iii) interim financial statements for Borrower and its Subsidiaries as of a date not more than forty-five (45) days prior to the Closing Date. (n) Agent shall have received a copy of reasonably satisfactory evidence that Borrower has received all governmental and third party consents and approvals as may be appropriate in connection with the financial statements and the financial projections described in Section 8.1.7 hereofTransactions. (o) Agent shall have completed its customary business, financial, legal, tax, environmental and collateral due diligence, with results reasonably satisfactory to Agent and its counsel. Such due diligence shall include, without limitation, the following: (i) [Intentionally omittedface to face meetings with management, (ii) review of the Obligors’ books, systems and records, (iii) an updated quality of earnings review of the Obligors’ financials by a third party firm reasonably acceptable to Agent with results reasonably satisfactory to Agent (the “Quality of Earnings Report”), (iv) Borrower’s detailed five year business plan with the first two (2) years prepared on a quarterly basis, (v) background checks on key management, and (vi) review of ERISA, regulatory, environmental, intellectual property, litigation, accounting, tax, licensing, certification and permit matters and labor matters, in each case, with results reasonably satisfactory to Agent in its reasonable discretion.] (jp) Borrowers Borrower shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kq) The Collateral After giving effect on a pro forma basis to the funding of the Term A Loan and any funding of loans and issuance of letters of credit under the Revolving Loan Agreement on the Closing Date, the consummation of the Transactions and the payment by Borrower of all fees and expenses incurred in connection with the Transactions, as well as any payables stretched beyond their customary payment practices, (i) Availability shall be at least $20,000,000 and (ii) the average daily amount of Revolving Loans for the 365-day period immediately preceding such date shall be not greater than $35,000,000. (r) Agent shall have received Lien Waiversevidence, each in form and substance reasonably satisfactory to the Collateral Agent, as it may requestthat EBITDA of Borrower and its Subsidiaries (using methodology substantially consistent with the determination of EBITDA in the Quality of Earnings Report, but excluding from the determination of EBITDA the add-back for public company costs and expenses in respect of an amount equal to $1,698,000), for the twelve (a12) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Fiscal Month period ending on or about February 25, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers 2017 was equal to facilitate the import ofor greater than $49,500,000. (1s) The After giving pro forma effect to the Loans made hereunder on the Closing Date and the Revolving Loans made by Revolving Loan Lenders on the Closing Date, the Net Senior Leverage Ratio for Borrower and its Subsidiaries, on a consolidated basis, for the four (4) consecutive Fiscal Quarters ending on or about December 31, 2016 shall be less than or equal to 3.35 to 1.00. (t) Agent shall have received evidence that true, correct and complete copies of the Closing Date Revolving Loan Agreement Amendment and the other Revolving Loan Documents, all of which shall be in form and substance reasonably satisfactory to Agent, duly authorized, executed and delivered by the parties thereto and in effect on the Closing Date, and the transactions contemplated by the Revolving Loan Documents shall be consummated simultaneously with the making of the initial Loans hereunder. (iu) Agent shall have received a payoff letter from Existing Agent, in form and substance reasonably satisfactory to Agent, providing that, among other things, all of the Indebtedness of the Obligors under the Existing Loan Documents will be paid and satisfied in full upon Existing Agent’s receipt of the amount set forth therein. (v) Agent shall have received written instructions from Borrower directing the application of proceeds of the Term A Loans under Loan made pursuant to this Agreement Agreement. (w) Agent shall have been designated as “Additional Priority Permitted Debt” under received an executed Notice of Borrowing. (x) No Default or Event of Default shall exist at the 2009 Debenture Intercreditor Agreementtime of, or result from, such funding, issuance or grant. (y) The representations and warranties of each Obligor in the Loan Documents shall be true and correct on the date of, and upon giving effect to, the funding of Term A Loan (iiexcept for representations and warranties that expressly relate to an earlier date). (z) A duly executed W-9 (or such other applicable IRS tax form) of the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementBorrower.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:satisfied (it being acknowledged that all deliveries to Agent and Lenders need be in form and substance and in quantities reasonably acceptable to Agent and Lenders): (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note. (b) The Lenders Agent shall have received copies (or, if acceptable to Agent, acknowledgments) of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC intellectual property, real estate title, and Lien searchesand judgment searches and other evidence reasonably satisfactory to Agent that Agent’s Liens are the only Liens upon the Collateral, except Permitted Liens and Liens securing Debt to be Repaid pursuant to payoff letters in form and substance reasonably satisfactory which have also been executed and delivered to Agent. (c) The Lenders Agent shall have received fully-executed account control agreements the Related Real Property Documents for all Included Real Property. (d) Agent shall have received phase I environmental reports addressed to or otherwise allowing reliance thereof by Agent with respect to each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) parcel of Included Real Property (other than the Deposit Accounts at Bank of America▇▇▇▇▇ Parcel), N.A. and JPMorgan Chase Bank, N.A. for which account control agreements reports shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (de) The Lenders Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent and all Deposit Control Agreements relating to Loan Parties’ Deposit Accounts (other than Excluded Deposit Accounts). (f) Agent shall have received one or more certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible the Chief Financial Officer of Borrower Representative certifying that, : (i) after giving effect to the initial Loans and transactions hereunder, the Related Transactions and the issuance of Sponsor Debt, (iA) each Obligor is Loan Parties, taken as a whole, are Solvent; (iiB) no Default or Event of Default exists and no default or event of default under any other material Debt, agreement or contract of any Loan Party exists or, in any case, would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termssuch transactions; (iiiC) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (ivD) such Obligor has Loan Parties have complied with all agreements and conditions to be satisfied by it them under the Loan Documents, Related Agreements and the Sponsor Note Documents, and each such condition has been satisfied; (ii) (A) attached thereto are true, correct and complete copies of each Related Agreement together with all annexes, exhibits and schedules thereto, the terms and conditions of which are reasonably satisfactory to Agent, and no provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any material respect without the prior written consent of Agent, and (B) that (x) attached thereto are true, correct and complete copies of all governmental and third party approvals, authorizations and consents necessary in connection with the Related Transactions, and for the continuing operations of Loan Parties after giving effect thereto (including, but not limited to, any antitrust approval or waiver of antitrust review issued by any Governmental Authority, including, but not limited to, ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance) and such approvals, authorizations and consents shall be on terms reasonably satisfactory to Agent and shall be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose any material adverse conditions on the Related Transactions, or impose any adverse condition on the Loans, the other financial accommodations to be made pursuant to this Agreement or Agent or Lenders and (y) no other such approvals, authorizations or consents are necessary in connection with the Related Transactions and for the continuing operations of Loan Parties after giving effect thereto; and (iii) attached thereto are true, correct and complete copies of each Sponsor Note Document together with all annexes, exhibits and schedules thereto, the terms and conditions of which are reasonably satisfactory to Agent, and no provision of such documentation shall have been waived, amended, supplemented or otherwise modified in any material respect without the prior written consent of Agent. (eg) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerLoan Party, certifying (i) that attached copies of such BorrowerLoan Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents, the Related Agreements and the Sponsor Note Documents is are true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, such matters; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Loan Party in writing. (fh) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, as well as any local counsel to Loan Parties or Agent, as Agent shall reasonably request (including from each state in which the Included Real Estate is located). (i) Agent shall have received copies of the charter documents of each ObligorLoan Party, certified as appropriate by the Secretary of State or another other appropriate official of such ObligorLoan Party’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each ObligorLoan Party, issued by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organizationorganization and each jurisdiction where such Loan Party’s conduct of business or ownership of Property necessitates qualification. (gj) The Lenders Agent shall have completed its business, financial and legal due diligence of Loan Parties (other than SoCal and its Subsidiaries), including a roll-forward of its previous field examination, with results satisfactory to Agent. Agent shall have completed its business, financial and legal due diligence of SoCal and its Subsidiaries, with results satisfactory to Agent. No material adverse change in the financial condition of any Loan Party or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2009. (k) Agent shall have received an opinion payment by Loan Parties of all accrued and unpaid fees and expenses to the extent then due and payable to Agent, Issuing Bank and/or Lenders on the Closing Date (including, without limitation, pursuant to the Fee Letter), together with all reasonable and properly documented out-of-pocket expenses (including legal fees and expenses of ▇▇▇▇▇ Day, special counsel to Agent, and any other reasonably necessary legal counsel to Agent and the fees and expenses of any consultants and other advisors) required to be reimbursed or paid by Loan Parties hereunder or under any other Loan Document, plus such additional amounts of such expenses as shall constitute Agent’s reasonable estimate of such expenses incurred or to be incurred by Agent through the closing proceedings (provided, that such estimate shall not thereafter preclude final settling of accounts between Loan Parties and Agent). (l) Agent shall have received a Borrowing Base Certificate dated as of the Closing Date based on November 30, 2010. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit (including the Existing Letters of Credit deemed issued on the Closing Date), and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $12,000,000. (m) Agent shall be reasonably satisfied with the insurance program to be maintained by Loan Parties and shall have received endorsements to Loan Parties’ insurance policies (including, but not limited to, any casualty policy of any Loan Party) naming Agent as loss payee and proof of such insurance naming Agent as additional insured, in each case, in form and substance reasonably satisfactory to Agent; provided, that Agent acknowledges and agrees that Loan Parties’ current insurance coverages and policy limits are acceptable. (n) The organizational and capital structure of each Loan Party and Loan Parties taken as a whole, before and after giving effect to the Related Transactions, transactions contemplated by the Sponsor Note Documents and the transactions contemplated by the Loan Documents shall be reasonably acceptable to Agent. (o) Agent shall have received copies of any and all legal opinions delivered in connection with the Related Transactions, which opinions shall be addressed to Agent or expressly state that Agent may rely thereon or be delivered together with a letter stating that Agent may rely on such opinions. (p) Agent’s legal counsel shall have completed its, and Agent shall be satisfied with the results of its legal counsel’s, review relating to Loan Parties, their assets and the Related Transactions, including, without limitation, the Merger. (q) A collateral field examination shall have been conducted by an independent third party appraiser reasonably acceptable to Agent and delivered to Agent, in form and substance reasonably satisfactory to Agent. In the event that the written results of any collateral field examination reflect deficiencies, as determined in the commercially reasonable credit judgment of Agent, so long as all other conditions in this Section 6 have been satisfied or waived in accordance with the provisions of this Section 6, Agent shall address such deficiencies by modifications to advance rates, reserves and eligibility criteria applicable to the Collateral. (r) Loan Party Agent shall have delivered to Agent one or more recent appraisals of all Included Rolling Stock prepared by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to together with a reconciliation of the Borrowers, as to such matters as the Collateral Agent may reasonably requestOriginal Rolling Stock Appraisal. (hs) Agent shall have received the Project Blazers Due Diligence Assistance Draft Report dated November 24, 2010 prepared by KPMG Services with respect to Old SoCal and its Subsidiaries. (t) Agent shall have received, in form and substance reasonably satisfactory to Agent, projected income statements, balance sheets and cash flow statements of Parent and its Subsidiaries and giving effect to the making of the initial Loans and the Related Transactions and the use of proceeds of the Loans on a monthly basis for Fiscal Year 2011 and on an annual basis for Fiscal Years 2012 - 2014. (u) Agent shall have received, (i) audited or, in the case of Old SoCal and its Subsidiaries for 2009, reviewed, consolidated financial statements (including balance sheets, statements of earnings and cash flows) for Parent and its Subsidiaries and pre-Closing Date SoCal and its Subsidiaries for Fiscal Years 2007, 2008 and 2009 and (ii) unaudited interim consolidated financial statements (including balance sheets and statements of earnings) for Parent and its Subsidiaries and Old SoCal and its Subsidiaries for the first three Fiscal Quarters and October and November of 2010 (satisfaction of this condition as it relates to Parent and the pre-Closing Date Subsidiaries of Parent is hereby acknowledged). (v) Agent shall have received, in form and substance reasonably satisfactory to Agent, a pro forma consolidated balance sheet of Parent and its Subsidiaries dated as of the Closing Date, giving effect to the Related Transactions and the transactions contemplated hereby and by the Sponsor Note Documents, which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of Parent and its Subsidiaries and SoCal and its Subsidiaries previously delivered to Agent. (w) Agent shall have received, and be reasonably satisfied in form and substance with, all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act. (x) All Debt to be Repaid by any Loan Party shall have been (or concurrently with the initial borrowing will be) paid in full in cash, and all agreements and instruments governing such Debt and all Liens securing such Debt shall have been (or concurrently with the initial borrowing will be) terminated pursuant to agreements from the lenders thereunder to Agent (executed copies of which have been received by Agent). (y) All conditions to the Merger (other than the payment of the merger consideration under the Related Agreements, which shall not exceed $30,000,000 (exclusive of $33,100,000 payable in assumed debt) in aggregate, consisting of not more than $15,000,000 payable in cash and at least $14,857,000 payable in the form of common stock of Parent) shall have been fully satisfied in accordance applicable law and on terms set forth in the Related Agreements (with no provisions or conditions waived or amended without the written consent of Agent). (z) The Lenders Merger shall have become effective and the name of Merger Sub shall have been changed to Southern Cal Transport, Inc. and Agent shall have received a copy of the financial statements filed and effective Merger Certificate and evidence of such name change from the financial projections described in Section 8.1.7 hereofSecretary of State of Alabama. (iaa) [Intentionally omitted.] (j) Borrowers The Sponsor shall have paid all feesissued, costs and expenses which are payable pursuant to Parent shall have received the terms hereof to Lenders on proceeds of, the Closing DateSponsor Note in an aggregate amount of no less than $15,000,000. (kbb) The Collateral Agent shall have received evidence of the issuance of not less than $14,857,000 of common stock of Parent as partial consideration for the Merger. (cc) There shall not have occurred since December 31, 2010 any material disruption of or material adverse change in conditions in the financial, banking or capital markets. (dd) Agent shall have received a duly executed Lien Waivers, Waiver with respect to each in form and substance reasonably satisfactory headquarter location of any Loan Party. (ee) Prior to the Collateral AgentMerger, as it may request, all Equity Interests in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇shall have been validly and indefeasibly contributed to Old SoCal pursuant to and in compliance with the terms of the Contribution Documents and from and after the Merger, ▇▇▇▇▇ ▇▇▇▇shall thereafter be a Wholly- Owned Subsidiary of SoCal. (ff) Prior to the Closing Date, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and the ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, Operating Agreement shall have been amended to provide for the transferability of membership interests and (b) to reflect SoCal as the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofnew sole member. (1gg) The Lenders Agent shall have received evidence that (i) all other instruments, documents, certificates and agreements, set forth on the Term A Loans under this Agreement have been designated List of Closing Documents attached hereto as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementSchedule 6.1 and any other documents, and (ii) the Term B Loans under this Agreement have been designated instruments or agreements as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementAgent or any Lender may reasonably request.

Conditions Precedent to Initial Loans. The Lenders shall not be required obligation of each Lender to fund the requested Loans or otherwise extend make its extension of credit to Borrowers hereunder, until be made hereunder on the date Closing Date is subject to the satisfaction (“Closing Date”or waiver by Agent) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedprecedent: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received, in form and substance satisfactory to it, (a) a pro forma balance sheet of Borrowers dated as of the date of closing and giving effect to the US Footwear Acquisition, (b) financial projections of Borrowers, giving effect to the US Footwear Acquisition, evidencing Borrowers' ability to comply with Section 10.3, and (c) interim financial statements for Borrowers and the Target as of January 31, 2021. (d) Agent shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americaevidence, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to Agent, that after giving pro forma effect to the Collateral Loans made hereunder on the Closing Date, the Revolving Loans and other extensions of credit made under the Revolving Loan Facility on the Closing Date and the consummation of the US Footwear Acquisition, (i) EBITDA, for the 12 month period ending on December 31, 2020, using pro forma adjustments satisfactory to Agent, was equal to or greater than $57,500,000 and (ii) the Total Leverage Ratio for Parent and its Subsidiaries, on a consolidated basis, for the 12 month period ending on December 31, 2020, was less than or equal to 3.75:1.0. (de) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative certifying that, after giving effect to the Loans, the Revolving Loans under the Revolving Loan Facility, the consummation of the US Footwear Acquisition and the transactions hereunder, (i) each such Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all material respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such Borrower’s Obligor's Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person those Person(s) that are authorized to sign to, and have signed, the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, as well as any local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s ▇▇▇▇▇▇▇'s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel organization and each jurisdiction where failure to the Borrowers, as be so qualified would reasonably be expected to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received result in a copy of the financial statements and the financial projections described in Section 8.1.7 hereofMaterial Adverse Effect. (i) [Intentionally omittedAgent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents.] (j) Each Obligor shall have provided, in form and substance satisfactory to Agent and each Lender, a duly executed W-9 (or such other applicable tax form) of the Borrower Agent, and all documentation and other information as Agent or any Lender reasonably requests at least 5 days prior to the Closing Date in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. (a) Since December 31, 2019, no Borrower Material Adverse Effect shall have occurred and (b) no Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred. (l) Upon giving effect to the funding of Loans and the extensions of credit under the Revolving Loan Facility, if any, on the Closing Date, the consummation of all transactions contemplated by the Purchase Agreement, and the payment by the Borrowers of all fees and expenses incurred in connection herewith and therewith, (i) Revolver Usage shall not exceed $80,000,000 and (ii) Availability shall be at least $20,000,000. (m) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing DateDate (including all fees set forth in the Fee Letter and all fees and expenses of legal counsel to Agent). (kn) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably evidence satisfactory to it that Borrowers have received all governmental, shareholder and third party consents (including, but not limited to, cl with the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Anti-Trust Improvements Act of 1976, ▇▇. ▇▇▇▇▇▇as amended) and approvals as may be appropriate in connection with this credit facility, Utah 84770, the Term Loan Facility and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import oftransactions contemplated thereby. (1o) The Substantially concurrently with (or prior to) the making of the Loans, the US Footwear Acquisition shall be consummated in accordance with the terms and conditions of the Purchase Agreement (including all schedules and exhibits thereto and after giving effect to any amendment, modification, supplement or waiver permitted below), and the Purchase Agreement shall not have been amended or otherwise modified or supplemented or any provision or condition therein waived, if such amendment, modification, supplement or waiver would be materially adverse to the interests of the Agent or Lenders shall have received evidence (in their capacities as such), without the prior written consent of the Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (i) any change to the Term A Loans under this definition of Material Adverse Effect (as defined in the Purchase Agreement) as it relates to the Target shall be deemed to be adverse to the interests of the Agent and Lenders in a material respect, (ii) any reduction in the purchase price set forth in the Purchase Agreement have been designated shall not be deemed to be materially adverse to the interests of the Agent or Lenders so long as “Additional Priority Permitted Debt” under such reduction is applied on a dollar-for-dollar basis to reduce the 2009 Debenture Intercreditor Agreementaggregate amount of the Revolving Loan Facility, and (iiiii) any increase in the purchase price set forth in the Purchase Agreement shall be deemed to be not materially adverse to the interests of the Agent or Lenders so long as such purchase price increase is funded entirely with cash proceeds from an additional equity investment). (p) Substantially concurrently with the borrowing under this Agreement, the Borrowers shall have repaid and terminated all outstanding debt under that certain Revolving Credit, Guaranty, and Security Agreement dated as of February 13, 2019 among certain of the Obligors and The Huntington National Bank (the "Closing Date Refinancing"). (q) Agent shall have received executed copies of the Revolving Loan Documents, together with a certificate of a Senior Officer certifying that each such document is a true, correct, and complete copy thereof. (r) Agent shall have received a Borrowing Base Certificate as of March 15, 2021, which may reflect the amount of the "deemed Borrowing Base," but shall otherwise conform to the definition of Borrowing Base. (s) Agent shall have received a fully executed Notice of Borrowing for the Term B Loans under this Agreement have been designated being advanced on the Closing Date. (t) No Default or Event of Default exists. (u) The representations and warranties of each Obligor in the Loan Documents are true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) on and as “Additional Priority Permitted Debt” under of the 2009 Debenture Intercreditor AgreementClosing Date upon giving effect to the funding of the Term Loan, 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 all respects in the case of any representations and warranties qualified by materiality) as of such earlier date.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrower and delivered to each Lender that requests issuance of a Note shall have received a Note executed by at least one (1) Business Day prior to the Borrowers and delivered to each such LenderClosing Date. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received executed copies of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer or the Treasurer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is Borrower and its Subsidiaries on a consolidated basis are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor has the Obligors have complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign execute the Loan DocumentsDocuments on the Closing Date. The Agent and Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, and Borrower’s general counsel or assistant general counsel, in form and substance reasonably satisfactory to Agent. (f) The Lenders Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPpolicies or certificates of insurance for the insurance policies carried by Borrower, counsel together with, with respect to property insurance in respect of property constituting Collateral and the Borrowersgeneral and/or excess liability insurance on the Properties and business of Borrower and its Subsidiaries, loss payable and additional insured endorsements naming Agent as loss payee and additional insured, as to such matters as applicable, all in compliance with the Collateral Agent may reasonably requestLoan Documents. (h) The Lenders Agent shall have (i) received financial projections of Borrower evidencing Borrower’s ability to comply with the financial covenants set forth herein on a pro forma basis, (ii) completed its business, financial and legal due diligence of Obligors, in all cases, with results reasonably satisfactory to Agent, and (iii) received a copy reasonably satisfactory appraisal of Borrower’s Inventory. No material adverse change in the financial statements and condition of any Obligor or in the financial projections described in Section 8.1.7 hereofquality, quantity or value of any Collateral shall have occurred since December 31, 2016. (i) [Intentionally omitted.] (j) Borrowers Borrower shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kj) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of July 31, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of2017. (1k) The Lenders Agent shall have received evidence an officer’s certificate certifying that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Borrower violates the Existing Senior Notes (ior, in each case, the indenture executed in connection therewith). (l) Borrower shall have obtained all material Governmental Authority and other third party consents and approvals as may be reasonably necessary or appropriate to execute the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, Loan Documents and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementperform their obligations hereunder and thereunder.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect Collateral Agent’s Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence reasonably satisfactory to the Lenders that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) Control Agreements for all Deposit Accounts (other than the Deposit Accounts at Bank of AmericaExcluded Accounts), N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is the Obligors and their Subsidiaries, on a consolidated basis, are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; and (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documentscorrect. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor and Parent, certifying (i) that attached copies of such BorrowerObligor’s and Parent’s, as applicable, Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery by Parent and the Obligors of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor or Parent, as applicable, in writing. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ US LLP, as well as any local counsel to Obligors or Parent, in form and substance reasonably satisfactory to the Lenders. (g) Agent shall have received copies of the charter documents of each ObligorObligor and Parent, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s or Parent’s, as applicable, jurisdiction of organizationorganization as of a recent date. The Lenders Collateral Agent shall have received good standing certificates as of a recent date for each ObligorObligor and Parent, issued by the Secretary of State or other appropriate official of such Obligor’s or Parent’s, as applicable, jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders MER Acquisition shall have received a copy be consummated substantially concurrently with the Closing Date and in accordance with the terms of the financial statements MER Acquisition Agreement (including the exhibits thereto), without giving effect to any waiver, modification or consent thereunder that could reasonably be expected to be material and adverse to the interests of Collateral Agent and the financial projections described in Section 8.1.7 hereofLenders unless approved by Required Lenders. (i) [Intentionally omittedSubject to Section 10.1.14, Agent shall have received copies of certificates of insurance for the insurance policies carried by Obligors together with additional insured and lenders’ loss payable endorsements for liability, and property policies, as applicable, all in compliance with the Loan Documents.] (j) Borrowers Each Obligor and Parent shall have paid all feesprovided, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to Administrative Agent and each Lender, all documentation and other information as Administrative Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor or Parent qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Administrative Agent and Lenders in relation to such Obligor or Parent, as applicable. (k) [Reserved.] (l) Obligors shall have paid all fees and expenses required to be paid to Administrative Agent, Collateral Agent, Arrangers and Lenders on the Closing Date, including fees and expenses of counsel and other advisors and under any fee letter to which such Obligor is a party. (m) Agent shall have received evidence that the Obligors have established the Funded CapEx Account and shall on the Closing Date deposit such portion of the Loans (after giving effect to the use of proceeds thereof on the Closing Date) allocated for the capital expenditures set forth on Schedule 1.2 into such account. (n) Agent shall have received a duly executed payoff letter in form and substance reasonably satisfactory to it and dated on or prior to the Closing Date with respect to that certain Amended and Restated Credit Agreement dated as it may requestof April 26, in respect of 2019 among Solaris Oilfield Infrastructure, LLC (a) the following locations: (i) ▇▇▇ n/k/a Solaris Energy Infrastructure, LLC), ▇▇▇▇▇ ▇▇▇▇▇Fargo Bank, National Association, as Administrative Agent, ▇▇▇▇▇ ▇▇▇▇Fargo Securities, ▇▇. ▇▇▇▇▇▇LLC and Woodforest National Bank, Utah 84770as Co-Lead Arrangers, Woodforest National Bank, as Syndication Agent, and the lenders from time to time party thereto, together with evidence reasonably satisfactory to it (iiincluding UCC-3 financing statement terminations and other termination documents) 13085, 13039 that on the Closing Date such Debt will be repaid in full and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement Liens securing such Debt have been designated as “Additional Priority Permitted Debt” under released, subject only to the 2009 Debenture Intercreditor Agreement, filing of applicable terminations and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementreleases.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that , unless each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, to the extent requested by Agent. (c) The Lenders Agent shall have received fully-all certificates or instruments representing or evidencing all Pledged Interests required by Section 7.4.1 accompanied by all necessary instruments of transfer or assignment, duly executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agentblank. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor Borrower, on an individual basis, is Solvent and the Obligors, taken as a whole, are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 that are qualified by materiality are true and correct and the representations and warranties set forth in Section 9 that are not qualified by materiality are true and correct in all material respects; and (iv) such each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor (other than an Immaterial Subsidiary), certifying (i) that such Obligor’s Organic Documents have not been modified or the attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received copies (i) a written opinion of the charter documents Ruskin Moscou Faltischek, P.C. LLP in form and substance satisfactory to Agent and (ii) a written opinion of each Obligorany local counsel to Obligors as Agent may reasonably request, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders in form and substance satisfactory to Agent. (g) Agent shall have received good standing certificates for each ObligorObligor (other than an Immaterial Subsidiary), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (ki) The Collateral Agent Jiffy Acquisition shall have received Lien Waiversbe consummated in accordance with the Jiffy Purchase Agreement without any amendments, each in form and substance modifications, waivers or consents thereto that are not reasonably satisfactory acceptable to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders shall not be required obligation of each Lender to fund the requested Loans or otherwise extend make its extension of credit to Borrowers hereunder, until be made hereunder on the date Closing Date is subject to the satisfaction (“Closing Date”or waiver by Agent) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedprecedent: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received, in form and substance satisfactory to it, (a) a pro forma balance sheet of Borrowers dated as of the date of closing and giving effect to the US Footwear Acquisition, (b) financial projections of Borrowers, giving effect to the US Footwear Acquisition, evidencing Borrowers' ability to comply with Section 10.3, and (c) interim financial statements for Borrowers and the Target as of January 31, 2021. (d) Agent shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americaevidence, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to Agent, that after giving pro forma effect to the Collateral Loans made hereunder on the Closing Date, the Revolving Loans and other extensions of credit made under the Revolving Loan Facility on the Closing Date and the consummation of the US Footwear Acquisition, (i) EBITDA, for the 12 month period ending on December 31, 2020, using pro forma adjustments satisfactory to Agent, was equal to or greater than $57,500,000 and (ii) the Total Leverage Ratio for Parent and its Subsidiaries, on a consolidated basis, for the 12 month period ending on December 31, 2020, was less than or equal to 3.75:1.0. (de) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative certifying that, after giving effect to the Loans, the Revolving Loans under the Revolving Loan Facility, the consummation of the US Footwear Acquisition and the transactions hereunder, (i) each such Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all material respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such Borrower’s Obligor's Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person those Person(s) that are authorized to sign to, and have signed, the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as well as any local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s 's jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel organization and each jurisdiction where failure to the Borrowers, as be so qualified would reasonably be expected to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received result in a copy of the financial statements and the financial projections described in Section 8.1.7 hereofMaterial Adverse Effect. (i) [Intentionally omittedAgent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents.] (j) Each Obligor shall have provided, in form and substance satisfactory to Agent and each Lender, a duly executed W-9 (or such other applicable tax form) of the Borrower Agent, and all documentation and other information as Agent or any Lender reasonably requests at least 5 days prior to the Closing Date in connection with applicable "know your customer" and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a "legal entity customer" under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. (a) Since December 31, 2019, no Borrower Material Adverse Effect shall have occurred and (b) no Material Adverse Effect (as defined in the Purchase Agreement) shall have occurred. (l) Upon giving effect to the funding of Loans and the extensions of credit under the Revolving Loan Facility, if any, on the Closing Date, the consummation of all transactions contemplated by the Purchase Agreement, and the payment by the Borrowers of all fees and expenses incurred in connection herewith and therewith, (i) Revolver Usage shall not exceed $80,000,000 and (ii) Availability shall be at least $20,000,000. (m) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing DateDate (including all fees set forth in the Fee Letter and all fees and expenses of legal counsel to Agent). (kn) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably evidence satisfactory to it that Borrowers have received all governmental, shareholder and third party consents (including, but not limited to, cl with the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Anti-Trust Improvements Act of 1976, ▇▇. ▇▇▇▇▇▇as amended) and approvals as may be appropriate in connection with this credit facility, Utah 84770, the Term Loan Facility and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import oftransactions contemplated thereby. (1o) The Substantially concurrently with (or prior to) the making of the Loans, the US Footwear Acquisition shall be consummated in accordance with the terms and conditions of the Purchase Agreement (including all schedules and exhibits thereto and after giving effect to any amendment, modification, supplement or waiver permitted below), and the Purchase Agreement shall not have been amended or otherwise modified or supplemented or any provision or condition therein waived, if such amendment, modification, supplement or waiver would be materially adverse to the interests of the Agent or Lenders shall have received evidence (in their capacities as such), without the prior written consent of the Agent (such consent not to be unreasonably withheld, delayed or conditioned) (it being understood and agreed that (i) any change to the Term A Loans under this definition of Material Adverse Effect (as defined in the Purchase Agreement) as it relates to the Target shall be deemed to be adverse to the interests of the Agent and Lenders in a material respect, (ii) any reduction in the purchase price set forth in the Purchase Agreement have been designated shall not be deemed to be materially adverse to the interests of the Agent or Lenders so long as “Additional Priority Permitted Debt” under such reduction is applied on a dollar-for-dollar basis to reduce the 2009 Debenture Intercreditor Agreementaggregate amount of the Revolving Loan Facility, and (iiiii) any increase in the purchase price set forth in the Purchase Agreement shall be deemed to be not materially adverse to the interests of the Agent or Lenders so long as such purchase price increase is funded entirely with cash proceeds from an additional equity investment). (p) Substantially concurrently with the borrowing under this Agreement, the Borrowers shall have repaid and terminated all outstanding debt under that certain Revolving Credit, Guaranty, and Security Agreement dated as of February 13, 2019 among certain of the Obligors and The Huntington National Bank (the "Closing Date Refinancing"). (q) Agent shall have received executed copies of the Revolving Loan Documents, together with a certificate of a Senior Officer certifying that each such document is a true, correct, and complete copy thereof. (r) Agent shall have received a Borrowing Base Certificate as of March 15, 2021, which may reflect the amount of the "deemed Borrowing Base," but shall otherwise conform to the definition of Borrowing Base. (s) Agent shall have received a fully executed Notice of Borrowing for the Term B Loans under this Agreement have been designated being advanced on the Closing Date. (t) No Default or Event of Default exists. (u) The representations and warranties of each Obligor in the Loan Documents are true and correct in all material respects (or in all respects in the case of any representations and warranties qualified by materiality) on and as “Additional Priority Permitted Debt” under of the 2009 Debenture Intercreditor AgreementClosing Date upon giving effect to the funding of the Term Loan, 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 all respects in the case of any representations and warranties qualified by materiality) as of such earlier date.

Conditions Precedent to Initial Loans. The Lenders amendment and restatement of the Existing Agreement pursuant to the terms hereof shall not be required subject to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that satisfaction of each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:(the date such conditions are satisfied or waived, the “Closing Date”): (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Collateral Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Collateral Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Collateral Agent shall have received fully-duly executed deposit account control agreements for each with respect to certain Deposit Account (as defined in the Revolver Agreement) Accounts and related lockbox and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americaconstituting Collateral, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent, and with financial institutions, reasonably satisfactory to Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, that (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 are true and correct in all material respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except expect as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders No material adverse change in the business, assets, properties, liabilities, financial condition or prospects of any Obligor shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPoccurred since January 29, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request2011. (h) The Lenders No action, suit, investigation, litigation or proceeding shall have received been pending or threatened in any court or before any arbitrator or governmental instrumentality that in Collateral Agent’s judgment (i) could reasonably be expected to have a copy of material adverse effect on Borrowers’ business, operations, properties, or condition (financial or otherwise) or could materially and adversely impair Borrowers’ ability to perform satisfactorily under this Agreement; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the financial statements and the financial projections described in Section 8.1.7 hereoftransactions contemplated hereby. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs legal fees and expenses which are payable pursuant to the terms hereof be paid to Lenders on the Closing Date. (kj) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇a fully-executed payoff letter from BMO, ▇▇. ▇▇▇▇▇▇(ii) a fully-executed payoff letter evidencing payment in full of all of the Obligors’ indebtedness to Bank of America, Utah 84770N.A., as agent, and (iiiii) 13085, 13039 collateral assignment agreement from the Existing Collateral Agent assigning to Collateral Agent all of the Existing Collateral Agent’s Liens and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) security interests in the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofObligors’ assets. (1k) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementIndenture. (l) Borrowers shall have received, or shall receive substantially contemporaneously herewith, the proceeds of the Revolver Debt and (ii) the Term B Loans under this Agreement have been designated Second Lien Debt pursuant to the terms of the Revolver Loan Documents and Second Lien Debt Documents, as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementapplicable, which shall be in form and substance reasonably satisfactory to Collateral Agent.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Restatement Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received UCC acknowledgments of all filings, registrations or recordations necessary to perfect its Liens in the Collateral, as well as UCC, PPSA and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is the Company and its Subsidiaries, taken as a whole, are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to in the extent necessary under Applicable Law or applicable Organic Documentscase of any UK Guarantor, of both its board of directors and its members) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and ; (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing; (iv) with respect to any UK Guarantor, (A) that the Company and each of its Subsidiaries has complied within the relevant timeframe with any notice it has received pursuant to Part 21A of the Companies A▇▇ ▇▇▇▇ from that UK Guarantor; and no “warning notice” or “restrictions notice” (in each case as defined in Schedule 1B of the Companies Act 2006) has been issued in respect of shares in that UK Guarantor and (B) that the attached copy of its “PSC register” (within the meaning of section 790C(10) of the Companies Act 2006) is true and complete, and in full force and effect, without amendment except as shown, and (v) with respect to any UK Guarantor, the solvency of such UK Guarantor and the ability of such UK Guarantor to pay its debts as they fall due. (e) Agent shall have received a written opinion of (i) G▇▇▇▇▇▇▇▇ T▇▇▇▇▇▇ LLP, US counsel to the Obligors, (ii) S▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, special New Brunswick counsel to the Canadian Guarantor, (iii) Stikeman Elliott LLP, special Ontario counsel to the Canadian Guarantor, and (iv) Norton R▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, special UK counsel to Agent, as well as any local counsel to Borrowers or Agent, in form and substance satisfactory to Agent. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates (or their equivalents) for each ObligorObligor (other than the UK Guarantor), issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) The Lenders (If available in the relevant jurisdiction) Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPpolicies or certificates of insurance for the insurance policies carried by Obligors, counsel together with loss payable endorsements naming Agent as lenders loss payee and as additional insured (in the case of Canadian insurance policies, first mortgagee (with respect to the BorrowersABL Priority Collateral), as to such matters as and in the Collateral Agent may reasonably requestcase of UK Insurance policies, first loss payee), all in compliance with the Loan Documents. (h) The Lenders Agent shall have received a copy completed its business, financial and legal due diligence of Obligors. No material adverse change, in the good faith opinion of Agent, in the business, assets, Properties, liabilities, operations, condition (financial or otherwise) of the financial statements Borrowers and the Guarantors, taken as a whole, financial projections described condition of any Obligor or in Section 8.1.7 hereofthe quality, quantity or value of any Collateral has occurred since December 28, 2019. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Restatement Date. (j) Agent shall have received a Borrowing Base Certificate prepared as of October 3, 2020. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $7,000,000. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agentevidence that all principal, as it may requestinterest, and other amounts owing in respect of the “Term Debt” (aas defined in the Existing Credit Agreement) and all other indebtedness for borrowed money of Obligors (other than indebtedness listed on Schedule 10.2.1 hereto) will be repaid in full on the following locations: Restatement Date with the proceeds of the initial Loans hereunder on the Restatement Date and any and all Liens securing such indebtedness will be terminated and released on the Restatement Date. (l) With respect to each leased property or warehouse of each Obligor, Agent shall have either (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and received a Lien Waiver with respect to such leased property or warehouse or (ii) 13085, 13039 established a Rent and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers Charges Reserve with respect to facilitate the import ofsuch leased property or warehouse. (1m) The Lenders Agent shall have received evidence that (i) audited financial statements of the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under Company and its Subsidiaries for the 2009 Debenture Intercreditor Agreementfiscal year ended December 28, and 2019, (ii) the Term B internally prepared monthly divisional financial statements of the Company and its Subsidiaries for the months ended January 25, 2020 through August 22, 2020, (iii) a pro forma balance sheet of the Company and its Subsidiaries dated as of the Restatement Date after giving pro forma effect to the transactions contemplated by this Agreement, the repayment in full of existing Debt and the funding of the initial Loans under on the Restatement Date and (iv) projections of the consolidated balance sheets, results of operations, cash flow and Availability for the 2020 Fiscal Year on a Fiscal Month basis and for each other Fiscal Year ending prior to the Revolver Termination Date on a Fiscal Year basis. (n) No action, suit, investigation, litigation or proceeding shall be threatened or pending in any court or before any arbitrator or governmental instrumentality that in Agent’s judgment could reasonably be expected to have a Material Adverse Effect. (o) Agent shall have received satisfactory evidence that the Obligors have received all governmental and third party consents and approvals as may be appropriate in connection with the Loans and the transactions contemplated by this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement. (p) Agent shall have received the Initial Brand Appraisal which shall indicate that the Brand NOLV, as of the Restatement Date, is equal to or greater than $15,000,000.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by This Agreement, the Borrowers Guarantee and delivered to Collateral Agreement, the Perfection Certificate, the Intercreditor Agreement and each such Lender. Each other Loan Document required by the terms hereof to be delivered on the Closing Date shall have been duly executed and copies of executed counterparts of each such Loan Document shall have been delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral (other than Collateral which may be perfected post-closing in accordance with the terms hereof) (or arrangements satisfactory to Agent for filing financing statements shall have been made), as well as UCC and Lien searchessearches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fullya life-executed account control agreements of-loan flood hazard determination for each Deposit Account (as defined all Real Estate owned by an Obligor and, if such Real Estate is located in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americaa special flood hazard area, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject an acknowledged notice to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form applicable Borrower and substance reasonably satisfactory flood insurance by an insurer acceptable to the Collateral Agent. (d) The Lenders Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, set forth on Schedule 8.5, in form and substance, and with financial institutions, satisfactory to Agent and duly executed Deposit Account Control Agreements, in form and substance, reasonably satisfactory to Agent. (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) Company and each Obligor of its Subsidiaries, on a consolidated basis, is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; and (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documentscorrect. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as well as any local counsel to Borrowers for each jurisdiction in which an Obligor is organized, in each case, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (gi) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to policies or certificates of insurance for the insurance policies carried by Borrowers, as to such matters as all in compliance with the Collateral Agent may reasonably requestLoan Documents. (hj) The Lenders Since April 28, 2012, there has been no circumstance, event or condition that has or could reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, or financial condition of Borrowers, taken as a whole (excluding the Bankruptcy Proceedings and any historical events associated with the Bankruptcy Proceedings, and any events that customarily occur as part of a proceeding under Chapter 11 of the Bankruptcy Code). (k) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental instrumentality that (i) could reasonably be expected to have a material adverse effect on the business, assets, liabilities, operations, or financial condition of Obligors, taken as a whole, or could impair the ability of an Obligor to perform its obligations under the Loan Documents; or (ii) could reasonably be expected to materially and adversely affect the Transactions. (l) Agent and the Lead Arrangers shall have received, in form and substance satisfactory to Agent and the Lead Arrangers, (i) a pro forma balance sheet of Company and its Subsidiaries dated as of the Closing Date and giving effect to the effectiveness of the Plan of Reorganization, (ii) financial projections of Company and its Subsidiaries, evidencing Borrowers’ ability to comply with the financial covenant set forth in the Loan Documents, and (iii) interim financial statements for Company and its Subsidiaries as of a date not more than 30 days prior to the Closing Date. (m) Agent shall have received reasonably satisfactory evidence that Borrowers have received all governmental and third party consents and approvals as may be appropriate in connection with the Transactions. (n) Agent and the Lead Arrangers shall have received a copy final collateral appraisal and field examination addressed or assigned to each of the financial statements them and upon which each of them are entitled to rely and to share with potential lenders. Such collateral appraisal and field examination shall be, in each case, satisfactory to Agent and the financial projections described in Section 8.1.7 hereofLead Arrangers. (i) [Intentionally omitted.] (jo) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to be paid to Agent, the terms hereof to Lead Arrangers and Lenders on the Closing Date. (kp) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of the Friday immediately prior to the Closing Date. Upon giving effect to the initial funding of loans and issuance of letters of credit, each the consummation of the Transactions and the payment by Borrowers of all fees and expenses incurred in connection with the Transactions (including but not limited to administrative costs, cure costs, and the funding of cash out options for trade and other unsecured claims but excluding any Delayed Admin Claims), including those payable post-closing, as well as any payables stretched beyond their customary payment practices, Availability shall be at least $45,000,000. In addition, Agent and the Lead Arrangers shall have received, in form and substance satisfactory to them, a 13-week cash flow statement commencing on the Closing Date and ending 13 weeks thereafter, demonstrating that Availability is not less than $25,000,000 at any time during such 13-week period. (q) (i) Concurrently with the closing of the Senior Credit Facility, the obligations under each of the DIP Facilities shall have been discharged and satisfied in full, all commitments thereunder shall have been terminated, any unexpired letters of credit issued thereunder shall have been returned or collateralized in accordance with the terms of the Plan of Reorganization and all Liens securing the DIP Facilities shall have been released, and Agent and the Lead Arrangers shall have received (x) a payoff letter to that effect from the administrative agent under each of the DIP Facilities and (y) evidence reasonably satisfactory to it of the Collateral Agent, as it may request, in respect termination of (a) all UCC financing statement filings relating to the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, DIP Facilities and (ii) 13085after consummation of the Plan of Reorganization and giving effect to the Transactions, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇Obligors shall have no outstanding Indebtedness, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇contingent liabilities or claims against them, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged except as expressly contemplated by the Borrowers to facilitate Plan of Reorganization and expressly permitted under the import ofLoan Documents. (1r) Company shall have entered into the Term Loan Facility in an amount not to exceed $145,000,000 on terms acceptable to Agent and the Arrangers. (s) The Confirmation Order shall (i) not have been reversed, vacated, amended, supplemented or otherwise modified in any manner without the written consent of Agent and the Lead Arrangers and (ii) be in full force and effect, unstayed, final and non-appealable and not subject to any appeal, motion to stay, motion for rehearing or reconsideration or a petition for writ of certiorari, unless waived by Agent and the Lead Arrangers in writing in their sole discretion. (t) Agent shall have received evidence of the Delayed Admin Claims as contemplated by Article III.B.3 of the Plan of Reorganization. (i) All conditions precedent to the effectiveness of the Plan of Reorganization shall have been or shall substantially concurrently be satisfied or, with the consent of Agent and the Lead Arrangers, waived, (ii) the effective date of the Plan of Reorganization shall have occurred on or before the Closing Date, (iii) the substantial consummation (as defined in Section 1101 of the Bankruptcy Code) of the Plan of Reorganization in accordance with its terms shall occur substantially contemporaneously with the Closing Date and (iv) the Term Loan Documents, the Intercreditor Agreement and all other documents, agreements and instruments necessary to consummate the Plan of Reorganization on the Effective Date (as defined in the Plan of Reorganization) shall, unless consented to by the Lead Arrangers, be consistent with the Plan of Reorganization and with the final engagement letter and term sheet in respect of the Term Loan Agreement reviewed by the Lead Arrangers prior to the date of the Commitment Letter, exclusive of any changes that do not materially adversely affect the interests of Agent or the Lenders in their capacities as such in connection with this Agreement. (v) Agent and Lenders shall have received all documentation and instruments required by regulatory authorities with respect to Borrowers under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Patriot Act, that has been reasonably requested by Lenders in advance of the Closing Date. (w) Agent shall have received evidence of payoff of that (i) the Term A Loans under this Agreement have been designated as “Additional certain Senior Secured Super-Priority Permitted Debt” under the 2009 Debenture Intercreditor Debtor-in-Possession Credit Agreement, dated as of January 31, 2013, among Company and (ii) certain of its Subsidiaries party thereto, as borrowers, the Term B Loans under this Agreement have been designated guarantors party thereto, as “Additional Priority Permitted Debt” under guarantors, the 2009 Debenture Intercreditor Agreementlenders party thereto, as lenders, and Bayside Finance LLC, as administrative agent.

Conditions Precedent to Initial Loans. The Lenders shall not be required obligation of ------------------------------------- the Bank to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except make its initial Loan is subject to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedprecedent that: (a) Each Lender that requests issuance of a Note The Bank shall have received on or before the day of the initial Borrowing the following, each dated prior to or as of such day, in form and substance satisfactory to the Bank: (i) The Revolving Note issued by the Borrower to the order of the Bank; (ii) Copies of the Articles, Certificate of Incorporation, partnership agreement or other organizational document of the Borrower, certified as of a Note recent date by the Secretary of State of its state of formation or incorporation; (iii) Copies of the Bylaws, if any, of the Borrower, certified by the Secretary or an Assistant Secretary of the Borrower; (iv) Copies of resolutions of the Board of Directors or other authorizing documents of the Borrower, in form and substance satisfactory to the Bank, approving the Loan Documents and the Borrowings hereunder; (v) An incumbency certificate executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each Secretary or an Assistant Secretary of the signatories theretoBorrower or equivalent document, certifying the names and each Obligor shall signatures of the officers of the Borrower or other Persons authorized to sign the Loan Documents and the other documents to be delivered hereunder; (vi) Executed copies of all Loan Documents; (vii) Opinion from Borrower's counsel substantially in compliance with all terms thereof.the form of Exhibit B hereto; (b) The Lenders Bank shall have received UCC completed its due diligence review of the Borrower, and Lien searches.the scope and results thereof shall be satisfactory to Bank in its discretion; (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at All information previously furnished by Borrower to Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all material respects; and ; (ivd) such Obligor has complied with all agreements and conditions All fees required to be satisfied by it under the Loan Documents.paid at closing shall have been paid; (e) The Lenders All corporate and legal proceedings and all instruments and documents in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in content, form and substance to the Bank and its counsel, and the Bank and such counsel shall have received a certificate of a duly authorized officer of each Borrowerany and all further information and documents which the Bank or such counsel may reasonably have requested in connection therewith, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (documents where appropriate to the extent necessary under Applicable Law be certified by proper corporate or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.governmental authorities; and (f) The Lenders Nothing shall have received copies occurred and the Bank shall not have become aware of any fact or condition not previously known, which the Bank shall determine has, or could reasonably be expected to have, a material adverse effect on the rights or remedies of the charter documents Bank, or on the ability of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel Borrower to perform its obligations to the BorrowersBank or which has, as or could reasonably be expected to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received have, a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders materially adverse effect on the Closing Dateperformance, business, property, assets, condition (financial or otherwise) or prospects of Borrower and its Subsidiaries taken as a whole. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders Borrower shall not execute and deliver, or cause to be required executed and delivered, to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of Bank the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfieddescribed documents: (a) Each Lender that requests issuance In connection with and as a condition precedent to the Bank’s obligation to make initial advances under the Line of a Note Credit or otherwise extend any credit accommodations hereunder, the Borrower shall have received a Note executed by execute and deliver to the Borrowers and delivered Bank, or cause to each such Lender. Each other Loan Document shall have been duly be executed and delivered to the Lenders Bank, the following documents and instruments, each of which shall be in form and substance satisfactory to the Bank (and the Bank shall have no obligation to make initial advances under the Line of Credit or otherwise extend any credit accommodations hereunder until each of said documents and instruments are so executed and delivered to the Bank): (i) This Agreement; (ii) The Revolving Note; (iii) A Guaranty Agreement, duly executed by each of the signatories theretoGuarantors, pursuant to which the Guarantors shall guarantee the prompt payment and each Obligor performance by the Borrower of its obligations hereunder (collectively, the “Guaranty Agreement”); (iv) A Stock Pledge Agreement, duly executed by the Company, pursuant to which the Company shall be pledge to the Bank, as collateral security for the Borrower’s obligations to the Bank hereunder, a security interest in compliance with sixty-five percent (65%) of any and all terms thereofissued and outstanding shares of stock of Fossil Europe B.V. and Fossil (East) Limited, whether now or hereafter issued by such subsidiaries of the Company (the “Stock Pledge Agreement”); and (v) Ordinary and customary certificates and documents satisfactory to the Bank and its counsel. (b) The Lenders In connection with the Bank’s issuance of each Documentary or Stand-by Letter of Credit, the Borrower shall, in addition to the documents required in Section 9(a) above, execute and deliver to the Bank a Letter of Credit Application and Agreement (herein so called), provided the Bank shall have received UCC no obligation to issue a Documentary or Stand-by Letter of Credit for the account of the Borrower until a Letter of Credit Application and Lien searches. (c) The Lenders shall have received fully-Agreement has been executed account control agreements for each Deposit Account (as defined in by the Revolver Agreement) Borrower and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral AgentBank. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Subject to Section 10.1.11, In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrower and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received executed copies of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer or the Treasurer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign executing the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, and Borrower’s general counsel, in form and substance satisfactory to Agent. (f) The Lenders Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPpolicies or certificates of insurance for the insurance policies carried by Borrower, counsel together with, with respect to the Borrowersproperty insurance in respect of property constituting Collateral, loss payable and additional insured endorsements naming Agent as loss payee and additional insured, as to such matters as applicable, all in compliance with the Collateral Agent may reasonably requestLoan Documents. (h) The Lenders Agent shall have (i) received (A) a copy pro forma consolidated balance sheet of Borrower dated as of the Closing Date reflecting no material adverse change from the most recent pro forma consolidated balance sheet of Borrower delivered to Agent, (B) financial projections of Borrower evidencing Borrower’s ability to comply with the financial covenants set forth herein on a pro forma basis and (C) interim consolidated financial statements for Borrower dated as of a date not more than 30 days prior to the Closing Date, in each case in form and substance reasonably satisfactory to Agent and (ii) completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination and environmental due diligence (including environmental reports), in all cases, with results reasonably satisfactory to Agent. No material adverse change in the financial projections described condition of any Obligor or in Section 8.1.7 hereofthe quality, quantity or value of any Collateral shall have occurred since December 31, 2005. Since December 31, 2005 there has been no material disruption of or material adverse change in conditions in the financial, banking or syndication markets that Agent, in its discretion, deems material in connection with the syndication of the Revolving Commitments. (i) [Intentionally omitted.] (j) Borrowers Borrower shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kj) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of January 31, each in form and substance reasonably satisfactory 2007. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofAvailability shall be at least $100,000,000. (1k) The Lenders Agent shall have received evidence an officer’s certificate demonstrating in reasonable detail, and setting forth the calculations necessary to verify, that (i) the Term A Loans under this Agreement have been designated as Obligations constitute a “Additional Priority Permitted DebtCredit Facility” under (and as defined in) each indenture governing any of the 2009 Debenture Intercreditor Agreement, Existing Senior Notes. (l) Borrower shall have obtained all Governmental Authority and (ii) other third party consents and approvals as may be reasonably necessary or appropriate to execute the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementLoan Documents and perform their obligations hereunder and thereunder.

Conditions Precedent to Initial Loans. The Lenders In addition to the conditions set forth in Section 6.2, Lender shall not be required to fund the any requested Loans Loan, issue any Letter of Credit or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered Subject to Section 6.3, each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Lender by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Lender shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Lender that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders Lender shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termshas occurred and is continuing; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) The Lenders Lender shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the titlename, name title and signature of each Person authorized to sign the Loan Documents. The Lenders Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Lender shall have received a written opinion of ▇▇▇▇▇▇ LLP, as well as any local counsel to Borrowers or Lender, in form and substance satisfactory to Lender. (f) The Lenders Lender shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Lender shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) The Lenders Lender shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to policies or certificates of insurance for the insurance policies carried by Borrowers, as to such matters as all in compliance with the Collateral Agent may reasonably requestLoan Documents. (h) The Lenders Each Borrower shall have received provided, in form and substance satisfactory to Lender, all documentation and other information as Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a copy of “legal entity customer” under the financial statements and the financial projections described Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Lender in Section 8.1.7 hereofrelation to such Borrower. (i) [Intentionally omittedLender shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Lender. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2020.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Lenders Lender on the Closing Date. (k) The Collateral Agent Lender shall have received Lien Waiversa Borrowing Base Report prepared as of October 3, each in form and substance reasonably satisfactory 2021. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices (iiother than stretched payables owed by any Borrower to its Affiliates), Availability shall be at least $6,000,000. Notwithstanding the foregoing, Lender shall not be required to make any credit extension hereunder (including funding any Loan, issuing any Letter of Credit, or granting any other accommodation to or for the benefit of any Borrower) 13085, 13039 until Lender has confirmed Obligors’ satisfaction of the requirements Section 6.3.1 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofSection 10.1.10. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:satisfied (or waived by the Agent in writing): (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received filed all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance substance, and with financial institutions, reasonably satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all respectsmaterial respects (or if any such representation and warranty is qualified by “materiality,” “material adverse effect” or similar language, shall be true and correct in all respects (after giving effect to any such qualification therein)) on and as of such earlier date; and (iv) such Obligor Borrower has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders Agent shall have received a copy copies of policies or certificates of insurance for the financial statements and insurance policies carried by Borrowers, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedEach Borrower shall have provided, in form and substance reasonably satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation and requested at least five (5) Business Days prior to the Closing Date. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Borrower.] (j) Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results reasonably satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since August 28, 2020. (k) Borrowers shall have paid all fees, costs reasonable and documented fees and expenses which are payable pursuant required to the terms hereof be paid to Agent and Lenders on the Closing Date. (kl) The Collateral Agent shall have received Lien Waiversa Borrowing Base Report as of November 30, 2020. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all reasonable and documented fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $47,500,000. The Agent shall notify the Borrower Agent of the Closing Date, and such notice shall be conclusive and binding. Without limiting the generality of the provisions of Section 12, for purposes of determining compliance with the conditions specified in this Section 6.1, each in form and substance 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 reasonably acceptable or reasonably satisfactory to a Lender unless the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders Agent shall have received evidence that (i) notice from such Lender prior to the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementproposed Closing Date specifying its objection thereto.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received made or provisions shall have been made for all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectsmaterial respect (without duplication of any materiality qualifier contained therein); and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇ Day, as well as any local counsel to Borrowers, in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification and where failure to be so qualified would reasonably be expected to have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requesta Material Adverse Effect. (h) The Lenders Agent shall have received a copy copies of policies or certificates of insurance for the financial statements insurance policies carried by Borrowers, together with lender’s loss payable endorsement with respect to property insurance policies related to the Collateral and additional insured endorsements with respect to liability insurance policies, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedAgent shall have completed its business, financial and legal due diligence of Obligors (including evidence that Borrowers have received all governmental and third party consents and approvals necessary to consummate the transactions contemplated hereunder), including an appraisal of Borrowers’ Inventory, a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of the Obligors (taken as a whole) since December 31, 2009 or in the quality, quantity or value of the Collateral (taken as a whole) shall have occurred since May 25, 2010.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of May 31, each in form and substance reasonably satisfactory 2010. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofAvailability shall be at least $25,000,000. (1l) The Lenders Agent shall have received evidence financial projections of the Borrowers for fiscal years 2010-2012, evidencing Borrowers’ compliance with the financial covenants set forth in Section 10.3 and interim financial statements for the Borrowers as of a date not more than thirty (30) days prior to the Closing Date. (m) Since December 31, 2009 there has not been a material disruption of or material adverse change in the financial, banking or capital markets (as determined by Agent in its discretion) that would impair, in Agent’s reasonable judgment, a successful syndication of the Revolver Commitments. (in) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementAll conditions precedent in any other Loan Document shall be satisfied.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each of this Loan Agreement and the other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each shall be in form and substance reasonably satisfactory to the Agent and each of the Lenders, and each Obligor shall be in compliance with all terms thereof. (b) The Agent and the Lenders shall be satisfied that the Security Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first priority (subject only to Permitted Liens entitled to priority under Applicable Law) perfected security interest in and Lien upon the Collateral and shall have received (i) evidence that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the commercially reasonable opinion of Agent to protect and preserve such security interests shall have been duly effected, (ii) UCC and Lien searches. searches (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined and the equivalent thereof in the Revolver Agreementall applicable foreign jurisdictions) and Securities Account (as defined in other evidence reasonably satisfactory to Agent that such Liens are the Revolver Agreement) (other than only Liens upon the Deposit Accounts at Bank of AmericaCollateral, N.A. except Permitted Liens and JPMorgan Chase Bank, N.A. for which account control agreements shall Liens to be delivered pursuant to Section 9.1.16) subject discharged on or prior to the “control” Closing Date, (iii) evidence that the payment (or evidence of provision for purposes of the UCCpayment) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each all filing and recording fees and taxes due and payable in respect thereof has been made in form and substance reasonably satisfactory to Agent and each of the Collateral Lenders, and (iv) a completed and fully executed perfection certificate in form and substance reasonably satisfactory to Agent; (c) Agent shall have received the Related Real Estate Documents for all Real Estate subject to a Mortgage. (d) The Lenders Agent shall have received certificatesduly executed agreements establishing each Dominion Account and related lockbox and the Borrower Account, each in form and substance, and with financial institutions, reasonably satisfactory to Agent and each of the Lenders. (e) Agent shall have received a certificate, in form and substance reasonably satisfactory to itit and each of the Lenders, from a knowledgeable Responsible Officer the chief financial officer of each Borrower Representative (with such certification to be in such Person’s capacity as chief financial officer of such Borrower and not in such Person’s individual capacity) certifying that, : (i) after giving effect to the initial Loans and transactions hereunder, (iA) (x) Parent and its Subsidiaries, on a consolidated basis, are Solvent and (y) each Obligor Borrower, individually, is Solvent; (iiB) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iiiC) the representations and warranties set forth in Section 8 9 are true and correct in all material respects; and (ivD) such Obligor each Borrower has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents; (ii) there is no action, suit, investigation or proceeding pending or, to the knowledge of Parent or its Subsidiaries, threatened in writing in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (iii) all Loans made by the Lenders to the Borrowers hereunder are and shall remain in full compliance with the Federal Reserve’s margin regulations; and (iv) no law or regulation to which any Borrower is subject is applicable to the transactions contemplated hereby which could reasonably be expected to have a Material Adverse Effect on any Obligor or a Material Adverse Effect on the transactions contemplated hereby. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor (with such certification to be in such Person’s capacity as an officer of such Obligor and not in such Person’s individual capacity), certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, as well as any relevant local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent and each of the Lenders. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates or subsistence certificates, as applicable, for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy business or ownership of the financial statements and the financial projections described in Section 8.1.7 hereofProperty necessitates qualification. (i) [Intentionally omittedAgent shall (i) have received copies of policies of insurance, (ii) be reasonably satisfied with the amount, types and terms and conditions of all insurance maintained by the Obligors and their Subsidiaries, and (iii) have received certificates of insurance with endorsements naming Agent, for the benefit of the Secured Parties, as loss payee or additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the Collateral and otherwise in form and substance reasonably satisfactory to Agent and each of the Lenders.] (j) [Reserved]. (k) Borrowers shall have paid all reasonable and documented fees and out-of-pocket expenses to be paid to Agent and Lenders on the Closing Date (including, without limitation, all reasonable and documented fees, costs out-of-pocket charges and expenses which are payable pursuant disbursements of one outside counsel, one local counsel in each relevant jurisdiction (as determined by the Agent in its reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the Agent) and conflict of interest counsel (as determined by the Agent in its reasonable discretion), accounting, appraisal, consulting and other reasonable and documented fees, out-of-pocket to the terms hereof extent invoiced prior to Lenders or on the Closing Date. (kl) The Collateral Agent shall have received copies of the Second Lien WaiversLoan Documents (if applicable) and all certificates, each opinions and other material documents delivered thereunder, certified by a Senior Officer as complete and correct (with such certification to be in such Person’s capacity a Senior Officer of an Obligor and not in such Person’s individual capacity), and the Agent shall be satisfied with the terms and conditions and provisions thereof. (m) Agent and the Lenders shall have agreed to satisfactory intercreditor arrangements with the Second Lien Agent and Agent shall have received a fully executed Intercreditor Agreement in full force and effect. (n) Agent shall have received all inventory and asset appraisals, commercial finance audits, field audits and such other reports, audits and other information or certifications as it may reasonably request with respect to the Collateral. (o) Agent shall have received a flow of funds, in form and substance reasonably satisfactory to it. (p) Agent shall have received copies of notifications, instructing each of Mastercard, Visa, HSBC and each Obligor’s other Credit Card Processor required by Agent to transfer all amounts owing by such Credit Card Processor to an Obligor directly to the Collateral Borrower Account or other Deposit Account reasonably acceptable to Agent and subject to control arrangements reasonably satisfactory to Agent, with (x) such notifications (each, a “Credit Card Notification”) to be substantially the form attached hereto as it may requestExhibit E, or in such other form reasonably acceptable to Agent, (y) such notifications to be executed by each relevant Obligor, sent to each such Credit Card Processor and (z) Agent to be satisfied that the Obligors have exercised commercially reasonable efforts to obtain acknowledgments of such Credit Card Notifications from such Credit Card Processors. (q) Agent shall have received an officer’s certificate of a Senior Officer of the Borrowers indicating that Excess Availability as of the Closing Date, after giving effect to the transactions contemplated hereby, is not less than $210,000,000. (r) Agent shall have received an omnibus assignment agreement from all of the non-continuing lenders under the Existing Credit Facility, in form and substance reasonably satisfactory to Agent. (s) Agent shall have received such other certificates, documents, agreements and information in respect of (a) any Obligor as Administrative Agent may reasonably request. For purposes of determining compliance with the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇conditions specified in this Section 6.1, ▇▇. ▇▇▇▇▇▇each Lender that has signed this Loan Agreement shall be deemed to have consented to, Utah 84770approved or accepted or to be satisfied with, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders Agent shall have received evidence that (i) written notice from such Lender prior to the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementproposed Closing Date specifying its objection thereto.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Agent, Issuing Bank, and Lenders shall not be required to fund the any requested Loans Loan, issue or arrange for issuance of any Letter of Credit, or otherwise extend credit or grant any other accommodation to Borrowers hereunderor for the benefit of Borrowers, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied, or waived by Agent in writing in Agent’s sole discretion: (a) Each Lender Loan Document, including without limitation that requests issuance certain Second Omnibus Amendment and Reaffirmation of a Note shall have received a Note executed Existing Ancillary Documents by and among Obligors, Agent, and Lenders concerning the Borrowers and delivered to each such Lender. Each other 2013 Loan Document Documents, shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements for (a) an amendment to each Deposit Account (as defined in the Revolver Agreement) Mortgage and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant a date down endorsement to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agenteach title insurance policy, each in form and substance reasonably satisfactory to Agent and (b) with respect to all Real Estate subject to a Mortgage (i) a life-of-loan flood hazard determination and, if the Collateral Real Estate is located in a special flood hazard area, an acknowledged notice to borrower and flood insurance by an insurer acceptable to Agent, and (ii) to the extent requested by Agent or not previously provided to Agent, an environmental assessment, prepared by environmental engineers acceptable to Agent, and such other reports, certificates, studies or data as Agent may reasonably require, all in form and substance satisfactory to Agent. (d) The Lenders to the extent not previously delivered to Agent, Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative Agent certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 and in all other documents previously or concurrently delivered by one or more of the Borrowers to Agent are true and correct in all material respects (except to the extent that any such representation or warranty is qualified by its terms with respect to materiality, in which case such certification shall provide that such representation or warranty is true and correct in all respects); and (iv) such Obligor each Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents; (v) each Borrower has obtained all governmental and third party consents and approvals as may be appropriate or required in connection with the Loan Documents; and (vi) to the best of Borrowers’ knowledge, the Dealer Finance Agreements are sufficient in all material respects for the financing needs of the Borrowers’ dealers. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, P.A., in form and substance reasonably satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy business or ownership of the financial statements and the financial projections described in Section 8.1.7 hereofProperty necessitates qualification. (i) [Intentionally omittedto the extent not previously delivered to Agent, Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrowers (including certificates naming Agent as lender’s loss payee or additional insured, as applicable), all in compliance with the Loan Documents.] (j) No material adverse change, in the opinion of Agent, in the business, assets, properties, liabilities, operations, condition or prospects of Obligors, taken as a whole, shall have occurred since March 31, 2016, and no change, occurrence or development shall have occurred or become known to Agent since March 31, 2016 that would reasonably be expected to have a Material Adverse Effect on the Borrowers and their subsidiaries, taken as a whole. (k) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kl) The Collateral Agent shall have received Lien Waiversa Borrowing Base Report as of October 31, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of2016. (1m) The Lenders There shall have received evidence been, since November 7, 2016, an absence of any material disruption or any material adverse change in the conditions of the financial, banking and credit markets that (i) Agent, in its sole discretion, deems material in connection with the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under syndication of the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementObligations hereunder.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Intercreditor Agreement shall have received UCC be in full force and Lien searcheseffect with respect to relative priority of the Liens securing the Obligations and the obligations under the Convertible Notes and the other matters set forth therein. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined acknowledgments of all filings or recordations necessary to perfect its Liens in the Revolver Agreement) Collateral, except with respect to Trucks, and Securities Account (except with respect to Liens that are not required under this Agreement and the other Loan Documents to be perfected, as defined in well as UCC and Lien searches and other evidence satisfactory to Agent that such Liens are the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, only Liens upon the termination of the Revolver AgreementCollateral, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agentexcept Permitted Liens. (d) The Lenders Agent shall have received the Related Real Estate Documents for all Real Estate subject to a Mortgage. (e) Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (f) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (eg) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fh) The Lenders Agent shall have received a written opinion of Akin Gump S▇▇▇▇▇▇ H▇▇▇▇ & F▇▇▇ LLP, as well as any local counsel to Borrowers or Agent, in form and substance satisfactory to Agent. (i) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (gj) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to policies or certificates of insurance for the insurance policies carried by Borrowers, as to such matters as all in compliance with the Collateral Agent may reasonably requestLoan Documents. (hk) The Lenders Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2011. (l) Agent shall have received financial projections of Borrowers, in form and substance satisfactory to Agent, evidencing Borrowers’ ability to comply with all financial covenants under this Agreement. (m) Agent shall have received a copy certificate (in form and substance satisfactory to Agent in its discretion) of a Senior Officer of Borrowers attesting to the financial statements and solvency of Borrowers, immediately after giving effect to the financial projections described in Section 8.1.7 hereoftransactions contemplated hereby. (in) [Intentionally omittedBorrowers’ capital structure shall be satisfactory to Agent in its sole discretion.] (jo) No action, suit, investigation or proceeding pending or, to the knowledge of any Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect shall have occurred. (p) Agent shall have received any field audit, examination or appraisal report requested by Agent with respect to any Obligor or Collateral including, without limitation all of Borrowers’ Trucks and Inventory. (q) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kr) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory a Borrowing Base Certificate prepared as of the Closing Date. Upon giving effect to the Collateral Agentinitial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith as it may requestwell as any payables stretched beyond their customary payment practices, Availability shall be at least $25,000,000. (s) Agent shall have received with respect to each Truck (other than any Excluded Truck) that is covered by a certificate of title, the original of such certificate of title or if a certificate of title has not yet been issued in respect of (a) a given Truck, a copy of the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, application for a certificate of title and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged receipt therefor provided by the Borrowers applicable Governmental Authority (or, in the case of any Truck, the ownership of which is evidenced by an electronic title (ELT) in the records of the applicable Governmental Authority (in lieu of a physical certificate of title), a copy of the notification with respect to facilitate such notation received from such Governmental Authority), along with such duly executed powers of attorney from the import ofrelevant Obligor and any Person with a Lien noted thereon necessary to have the first-priority Lien of Agent noted on such certificate of title with the appropriate state office and the Lien of any other Person (except for a second-priority Lien of the Convertible Notes Agent) removed therefrom. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders No Lender shall not be required obligated to fund make the requested Loans Initial Term Loan or otherwise extend credit the initial Revolving Loan or incur any initial Letter of Credit Obligation, or to Borrowers take, fulfill, or perform any other action hereunder, until the following have been delivered to the Agent (the date (on which the Lenders make the Initial Term Loan and the initial Revolving Loan after all such conditions shall have been satisfied in a manner satisfactory to Agent or waived in accordance with this Agreement, the “Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:): (a) Each Lender that requests issuance a counterpart of a Note shall have received a Note this Agreement duly executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.Party; (b) The Lenders shall a certificate executed by the Secretary of each Loan Party, the form of which is attached hereto as Exhibit C (the “Secretary’s Certificate”), providing verification of incumbency and attaching (i) such Loan Party’s board resolutions approving the transactions contemplated by this Agreement and the other Debt Documents and (ii) such Loan Party’s governing documents; [*] Portions of this exhibit have received UCC and Lien searchesbeen omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. (c) The Lenders shall have received fully-Amended and Restated Notes duly executed account control agreements for by Borrower in favor of each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent.applicable Lender; (d) The Lenders filed copies of UCC financing statements, collateral assignments, and terminations statements, with respect to the Collateral, as Agent shall request; (e) certificates of insurance evidencing the insurance coverage, and satisfactory additional insured and lender loss payable endorsements, in each case as required pursuant to Section 6.4 herein; (f) current UCC lien, judgment, bankruptcy and tax lien search results demonstrating that there are no other security interests or liens on the Collateral, other than Permitted Liens (as defined below); (g) a New Warrant in favor of each Lender (or its affiliate or designee); (h) a certificate of good standing of each Loan Party from the jurisdiction of such Loan Party’s organization and a certificate of foreign qualification from each jurisdiction where such Loan Party’s failure to be so qualified could reasonably be expected to have received certificatesa Material Adverse Effect (as defined below), in each case as of a recent date acceptable to Agent; (i) copies of the executed landlord consent and/or bailee letter in favor of Agent executed in connection with the Original Loan Agreement by the landlord or bailee, as applicable, for any third party location where (a) any Loan Party’s principal place of business, (b) any Loan Party’s books or records or (c) Collateral with an aggregate value in excess of $100,000 is located, a form of which is attached hereto as Exhibit E-1 and Exhibit E-2, as applicable (each an “Access Agreement”); (j) a legal opinion of Loan Parties’ counsel, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date.Agent; (k) The Collateral a completed EPS set-up form, a form of which is attached hereto as Exhibit G (the “EPS Setup Form”); (l) an updated and completed perfection certificate, duly executed by each Loan Party (the “Perfection Certificate”), a form of which Agent shall have received Lien Waiverspreviously delivered to Borrower; (m) the Lockbox Account Agreement and one or more Account Control Agreements (as such terms are defined in Schedule F), in form and substance reasonably acceptable to Agent, duly executed by the applicable Loan Parties and the applicable depository or financial institution, for the Lockbox Account (as such term is defined in Schedule F) and each other deposit and securities account (other than deposit accounts used exclusively for payroll or withholding tax purposes) listed on the Perfection Certificate; (n) an amended and restated pledge agreement, in form and substance reasonably satisfactory to the Collateral Agent, as it may requestexecuted by each Loan Party and pledging to Agent, for the benefit of itself and the Lenders, a security interest in respect of (a) 100% of the following locations: shares of the outstanding capital stock, of any class, of each Subsidiary (ias defined below) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇of each Loan Party that is incorporated under the [*] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. laws of any State of the United States or the District of Columbia, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) shares of the imported goods outstanding capital stock of any class of each Subsidiary of such Loan Party that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by is not incorporated under the Borrowers laws of any State of the United States or the District of Columbia that constitute 65% of the total combined voting power of all capital stock of all classes of such Subsidiary and (c) any and all Indebtedness (as defined in Section 7.2 below) owing to facilitate Loan Parties (the import of.“Pledge Agreement”); (1o) The an amended and restated guaranty agreement (together with any other guaranty that purports to provide for a guaranty of the Obligation, the “Guaranty”), in form and substance reasonably satisfactory to Agent, executed by each Guarantor; (p) copies of the License Agreement, dated as of August 9, 1999, by and between Borrower and Medtronic, Inc. (as amended, the “Medtronic License Agreement”) and each agreement evidencing the Subordinated Debt (as defined below), and a subordination agreement, in form and substance satisfactory to Agent, executed by Agent, Borrower and Medtronic, Inc. (the “Medtronic Subordination Agreement”); (q) duly executed originals of an initial Borrowing Base Certificate from Borrower, dated the Closing Date, reflecting information concerning Qualified Accounts (as such term is defined in Schedule C) of Borrower as of a date not more than seven (7) days prior to the Closing Date; (r) a disbursement instruction letter, in form and substance satisfactory to Agent, executed by each Loan Party, Agent and each Lender and indicating the Terms Loans and Revolving Loans to be made on the Closing Date (the “Disbursement Letter”); (s) all other documents and instruments as Agent may reasonably deem necessary or appropriate to effectuate the intent and purpose of this Agreement (together with the Agreement, Note, the Warrants, the Perfection Certificate, the Pledge Agreement, the Guaranty, if any, the Secretary’s Certificate and the Disbursement Letter, and all other agreements, instruments, documents and certificates executed and/or delivered to or in favor of Agent from time to time in connection with this Agreement or the transactions contemplated hereby, the “Debt Documents”); (t) Agent shall have received the Assignment Agreement, duly executed by GECC and Oxford and acknowledged and consented to by Borrower; and (u) Agent and Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under fees required to be paid by Borrower, if any, in the 2009 Debenture Intercreditor Agreementrespective amounts specified in Section 2.7, and (ii) Borrower shall have reimbursed Agent and Lenders for all fees, costs and expenses of closing presented as of the Term B Loans under date of this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall be satisfied that the Security Documents shall be effective to create in favor of the Agent a legal, valid and enforceable first priority security interest in and Lien upon the Collateral and shall have received (i) evidence that all filings, recordings, deliveries of instruments and other actions necessary or desirable in the commercially reasonable opinion of Agent to protect and preserve such security interests shall have been duly effected, (ii) UCC and Lien searches. searches (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined and the equivalent thereof in the Revolver Agreementall applicable foreign jurisdictions) and Securities Account other evidence reasonably satisfactory to Agent (as defined with such evidence to include, without limitation, the Bon-Ton Payoff Letter and the Business Payoff Letter, together with UCC termination statements and other documentation evidencing the termination by the Bon-Ton Existing Lender and by the Business Existing Lender of each of its Liens in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes properties and assets of the UCCObligors) that such Liens are the only Liens upon the Collateral, except Permitted Liens, (iii) evidence that the payment (or evidence of provision for payment) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each all filing and recording fees and taxes due and payable in respect thereof has been made in form and substance reasonably satisfactory to Agent, (iv) all Lien Waivers deemed necessary or desirable in the commercially reasonable opinion of Agent with respect to real property interests of the Obligors and their Subsidiaries included in the Collateral and (v) a completed and fully executed perfection certificate in form and substance reasonably satisfactory to Agent; (c) Agent shall have received the Related Real Estate Documents for all Real Estate subject to a Mortgage. (d) The Lenders Agent shall have received certificatesduly executed agreements establishing each Dominion Account and related lockbox and the Borrower Account, each in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received a certificate, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer the chief financial officer of each Borrower Representative (with such certification to be in such Person’s capacity as chief financial officer of such Borrower and not in such Person’s individual capacity) certifying that, : (i) after giving effect to the initial Loans and transactions hereunder, (iA) each Obligor Each of Parent, Holdings and the Borrowers is Solvent; (iiB) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iiiC) the representations and warranties set forth in Section 8 9 are true and correct in all material respects; and (ivD) such Obligor each Borrower has complied in all material respects with all agreements and conditions to be satisfied by it under the Loan Documents; (ii) the Acquisition has been consummated in accordance with the terms of the Purchase Agreement and either (x) attaching copies of all governmental, shareholder and third party consents (including, without limitation, H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ clearance), licenses and approvals required in connection with the execution, delivery and performance by Parent, Holdings and each Borrower, and the validity against such Obligor of the Acquisition Documents to which it is a party, and such consents, licenses and approvals shall be in full force and effect or (y) stating that no such consents, licenses or approvals are so required and stating that all waiting periods applicable to the transactions contemplated hereby and by the Acquisition Documents, including, without limitation, the applicable H▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ waiting period, shall have expired or been terminated without any action being taken by any authority that is reasonably likely to have a material adverse effect on the Obligors, taken as a whole, or on the Business; (iii) there is no action, suit, investigation or proceeding pending or, to the knowledge of Parent or its Subsidiaries, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect; (iv) all Loans made by the Lenders to the Borrowers hereunder are and shall remain in full compliance with the Federal Reserve’s margin regulations; (v) no law or regulation to which any Borrower is subject is applicable to the transactions contemplated hereby or by the Acquisition Documents which could reasonably be expected to have a Material Adverse Effect on any Obligor or a Material Adverse Effect on the transactions contemplated hereby or by the Acquisition Documents; (vi) Bon-Ton has received not less than $510,000,000 gross cash proceeds, in the aggregate, of the Senior Notes; and (vii) SPE has received not less than $252,000,000 gross cash proceeds, in the aggregate, from the issuance of the Mortgage Notes and distributed such amount to Bon-Ton. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor (with such certification to be in such Person’s capacity as an officer of such Obligor and not in such Person’s individual capacity), certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of Wolf, Block, S▇▇▇▇▇ and S▇▇▇▇-▇▇▇▇▇ LLP, as well as any local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates or subsistence certificates, as applicable, for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy business or ownership of the financial statements and the financial projections described in Section 8.1.7 hereofProperty necessitates qualification. (i) [Intentionally omitted.] Agent shall (ji) Borrowers shall have paid received copies of policies of insurance, (ii) be reasonably satisfied with the amount, types and terms and conditions of all feesinsurance maintained by the Obligors and their Subsidiaries, costs and expenses which are payable pursuant (iii) have received certificates of insurance with endorsements naming Agent, for the benefit of the Lenders, as loss payee or additional insured, as applicable, with respect to each insurance policy required to be maintained with respect to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each and otherwise in form and substance reasonably satisfactory to the Collateral Agent. (j) Agent shall have completed its business, as it may requestfinancial and legal due diligence of Obligors, in respect of (a) the following locations: with results reasonably satisfactory to Agent and Agent shall be satisfied that (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770all Pre- Commitment Information (as defined in the Commitment Letter) shall be complete and correct in all material respects, and (ii) 13085no Material Adverse Effect shall have occurred since January 29, 13039 2005. (k) Borrowers shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date (including, without limitation, all fees, charges and disbursements of counsel, including local counsel, to Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute its reasonable estimate of such 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 Agent)). (l) Agent shall have received copies of the following documents, certified by a Senior Officer as complete and correct (with such certification to be in such Person’s capacity a Senior Officer of an Obligor and not in such Person’s individual capacity), and shall be satisfied (i) with the terms and conditions and provisions thereof, (ii) that the Acquisition has been consummated substantially in accordance with the terms of the Purchase Agreement, with the terms of the Commitment Letter, with the terms described by the Parent and the Borrowers to Agent, in writing, prior to the consummation of such commitment letter, in compliance with applicable law and regulatory approvals and otherwise on terms and conditions, including, without limitation, terms and conditions pertaining to the payment of taxes, satisfactory to Agent, (iii) that Bon-Ton received not less than $510,000,000 cash proceeds, in the aggregate, from the advance of the Senior Notes and (iv) that SPE received not less than $252,000,000 from the issuance of the Mortgage Notes and distributed such amount to Bon-Ton. (i) the Acquisition Documents and all certificates, opinions and other material documents delivered thereunder; (ii) the Senior Note Documents and all certificates, opinions and other material documents delivered thereunder, including, without limitation, evidence of reasonably acceptable ratings by M▇▇▇▇’▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and S&P; and (biii) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofMortgage Loan Debt Documents and all certificates, opinions and other material documents delivered thereunder. (1m) The Lenders Agent shall have received evidence that all inventory and asset appraisals, commercial finance audits, field audits and such other reports, audits and other information or certifications as it may reasonably request with respect to the Collateral. (n) Agent shall have received, in form and substance reasonably satisfactory to it, (i) audited consolidated income statements of Herberger’s and Parisian and their Subsidiaries for the Term A Loans under this Agreement three fiscal years ended January 29, 2005, the audited consolidated balance sheets of Herberger’s and Parisian and their Subsidiaries for the two fiscal years ended January 29, 2005, the unaudited consolidated financial statements of Herberger’s and Parisian and their Subsidiaries for any interim quarterly periods that have been designated as “Additional Priority Permitted Debt” ended since January 29, 2005 (other than for the fiscal quarter ending January 28, 2006) and the comparable period for the prior year, each of which financial statements, in the case of any annual or quarterly periods, shall meet the requirements of Regulation S-X under the 2009 Debenture Intercreditor AgreementSecurities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1, (ii) pro forma financial statements as to Bon-Ton and its Subsidiaries, giving effect to the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” Acquisition, for the fiscal year ended January 29, 2005 and the period commencing with the end of the fiscal year ended January 29, 2005 and ending with the most recently completed quarter (other than the fiscal quarter ending January 28, 2006) and the comparable period for the prior year, each of which financial statements, in the case of any annual or quarterly periods, shall meet the requirements of Regulation S-X under the 2009 Debenture Intercreditor AgreementSecurities Act of 1933, as amended, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1, (iii) internal unaudited financial statements of the Parent and its Subsidiaries, on a consolidated basis for each monthly period beginning with the month ended October 29, 2005 and the comparable period for the prior year, within twelve business days of the month then ended, (iv) on a basis substantially consistent with the quarterly format of the internal income statements provided in Item 15.134 of the virtual data room of Saks Incorporated, internal income statements of Herberger’s and Parisian with respect to the Business, including the calculation of Business EBITDA (as defined on Schedule 6.1(n)) (after the allocation of certain corporate expenses and shared services) and a schedule of working capital of the Business provided on page 3 of Item 15.098 of the virtual data room of Saks Incorporated on a consolidated basis for each monthly period beginning with the month ended October 29, 2005 and the comparable period for the prior year, within twelve business days of the month then ended, (v) forecasts prepared by management of the Parent and its Subsidiaries of balance sheets, income statements and cash flow statements for each month for the first twelve months following the Closing Date; provided that such forecasts shall also include the quarter ending on the last Saturday of January, 2006, and for each year commencing with the first fiscal year following the Closing Date and ending with the fiscal year ending January, 2011; and (vi) a compliance certificate, in form and substance reasonably satisfactory to Agent, evidencing that the Pro Forma Leverage Ratio (as defined on Schedule 6.1(n)), based on financial statements prepared in accordance with the provisions of this Section 6.1(n), for the Calculation Period (as defined on Schedule 6.1(n)) was not greater than 4.75:1.0 and (vii) evidence that all pro forma financial statements and forecasts were prepared in good faith on the basis of reasonable assumptions. (o) Agent shall have received a flow of funds, in form and substance reasonably satisfactory to it, with respect to the Acquisition. (p) Agent shall have received copies of notifications, instructing each of Mastercard, Visa, HSBC and each Obligor’s other credit card clearinghouses and processors required by Agent to transfer all amounts owing by such processor to an Obligor directly to the Borrower Account or other Deposit Account acceptable to Agent and subject to control arrangements satisfactory to Agent, with (x) such notifications (each, a “Credit Card Notification”) to be substantially the form attached hereto as Exhibit E, or in such other form reasonably acceptable to agent, (y) such notifications to be executed by each relevant Obligor, sent to each such processor and (z) Agent to be satisfied that the Obligors have exercised commercially reasonable efforts to obtain acknowledgments of such Credit Card Notifications from such processors. (q) Agent shall have received a Borrowing Base Certificate indicating that Excess Availability as of the Closing Date, after giving effect to the transactions contemplated hereby, is not less than $160,000,000.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2 and Section 6.3, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each U.S. Revolver Notes shall have been executed by U.S. Borrowers and Canadian Notes shall have been executed by Canadian Borrower and delivered to each U.S. Revolver Lender or Canadian Lender that requests issuance of a U.S. Revolver Note shall have received a Note executed by the Borrowers and delivered to each such Lenderor Canadian Note, as applicable. Each other Loan Document shall have been duly executed and delivered to the Lenders Administrative Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Applicable Agent shall have received UCC acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC, PPSA and Lien searchessearches and other evidence satisfactory to such Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Applicable Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americaany related lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Applicable Agent. (d) The Lenders Administrative Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is the Borrowers and the other Obligors are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agents shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Each Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agents shall have received a written opinion of (i) Bass, ▇▇▇▇▇ & ▇▇▇▇ PLC, (ii) McGuireWoods, LLP, (iii) ▇▇▇▇▇▇▇ ▇▇▇▇ LLP, (iv) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and (v) Osler, ▇▇▇▇▇▇ & Harcourt LLP, in each case in form and substance satisfactory to Agents. (g) Agents shall have received copies of the charter documents of each ObligorObligor (other than the Canadian Borrower), certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued a recent date by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders , as applicable. Agents shall have received an opinion good standing certificates, certificates of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPstatus, counsel to certificates of compliance or analogous certificates for each Obligor, issued as of a recent date by the BorrowersSecretary of State or other appropriate official of such Obligor’s jurisdiction of organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification (other than, as to such matters as in the Collateral Agent may reasonably requestcase of UNFI, South Carolina). (h) The Lenders Administrative Agent shall have received a copy copies of policies or certificates of insurance for the financial statements and insurance policies carried by Borrowers, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedNo material adverse change in the business, assets, Properties, liabilities, operations or condition (financial or otherwise) of the Obligors, taken as a whole, or in the quality, quantity or value of any Collateral (it being understood that a change in the quality, quantity or value of any Collateral in the Ordinary Course of Business shall not be deemed to be a material adverse change) shall have occurred since July 28, 2011.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to each Agent and Lenders on the Closing Date. (k) The Collateral Administrative Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of April 28, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of2012. (1l) The Lenders Administrative Agent shall have received evidence satisfactory to the Administrative Agent as to the repayment in full of the outstanding Debt under the Existing Term Loan Agreement and the arrangements to release and terminate the Liens securing such Debt. (m) Agents and the Lenders shall be satisfied that all Loans (ias defined in the Existing Credit Agreement) made pursuant to the Term A Loans under this Existing Credit Agreement and outstanding immediately prior to the Closing Date have been designated as “Additional Priority Permitted Debt” under (or, upon consummation of the 2009 Debenture Intercreditor AgreementClosing Date will be) repaid and defeased in full, and (ii) the Term B Loans under this Agreement have been designated Existing Letters of Credit will be continued after the Closing Date as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementmodified hereby and in accordance with Section 14.18 hereof.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor Borrower shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iiiii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iviii) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Borrower in writing. (f) The Lenders Agent shall have received a written opinion of Schmiedeskamp, Robertson, Neu & M▇▇▇▇▇▇▇ LLP in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each ObligorBorrower, certified as appropriate by the Secretary of State or another official of each such Obligor’s jurisdiction of organizationBorrower. The Lenders Agent shall have received good standing certificates for each ObligorBorrower, issued by the Secretary of State or other appropriate official of such ObligorBorrower’s jurisdiction of organizationorganization and each jurisdiction where such Borrower’s conduct of business or ownership of Property necessitates qualification. (gh) The Lenders Agent shall have received an opinion copies of ▇policies or certificates of insurance for the insurance policies carried by Borrower (including without limitation the policy with respect to the Inventory associated with H▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPSteel), counsel to the Borrowers, together with endorsements naming Agent as to such matters as loss payee on insurance covering the Collateral and additional insured, all in compliance with the Loan Documents and in form and substance satisfactory to Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereofits discretion. (i) [Intentionally omittedNo material adverse change in the financial condition of any Borrower or in the quality, quantity or value of any Collateral shall have occurred since February 29, 2012.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of September 30, 2012 in connection with the most recent field exam. (l) Borrowers shall have provided satisfactory evidence that no action, suit, investigation, litigation or proceeding shall be pending or threatened in any court or before any arbitrator or governmental instrumentality that in Agent’s discretion (i) could reasonably be expected to result in a Material Adverse Effect; or (ii) could reasonably be expected to materially and adversely affect this Agreement or the transactions contemplated hereby. (m) Agent shall have received a fully executed consent hereto from each Exiting Lender in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1n) The Lenders Agent shall have received evidence that a fully executed termination letter with respect to each deposit account control agreement entered into in connection with the Original Credit Agreement from each Exiting Lender. (io) A duly executed reaffirmation of the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under existing subordination letter with respect to the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementForeign Affiliate Loans.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, the Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Appropriate Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-duly executed account control agreements Deposit Account Control Agreements for each Deposit Account (as defined of Borrowers and any related lockbox, in form and substance, and with financial institutions, satisfactory to Agent to the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered extent required pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent8.2.3. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, counsel to Borrowers, in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders No material adverse change in the financial condition of either Borrower, individually or all the Obligors, taken as a whole or in the quality, quantity or value of the Eligible Accounts and Eligible Inventory taken as a whole shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereofoccurred since December 31, 2005. (i) [Intentionally omittedBorrowers shall have executed and delivered to Agent a pledge of 65% of the Equity Interests of Borrowers in SE Holding.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions (except is a condition precedent to Lender making the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedinitial Loans hereunder: (a) Each Lender that requests issuance shall have received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by any existing lenders other than Permitted Indebtedness to Borrower of a Note their respective financing arrangements with Borrower and the termination and release by it or them, as the case may be, of any interest in and to any assets and properties of Borrower and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, UCC termination statements for all UCC financing statements previously filed by it or any of them or their predecessors, as secured party and Borrower or any Obligor, as debtor; (b) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or Governmental Authority (and including a Note executed copy of the certificate of incorporation of Borrower certified by the Borrowers Secretary of State (or equivalent Governmental Authority) which shall set forth the same complete corporate name of Borrower as is set forth herein and delivered such document as shall set forth the organizational identification number of Borrower, if one is issued in its jurisdiction of incorporation); (c) no material adverse change shall have occurred in the assets, business or prospects of Borrower since the date of the Commitment and no change or event shall have occurred which would impair the ability of Borrower or any Obligor to perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (d) Lender shall have completed a review of the Records and such other information with respect to the Collateral as Lender may require; (e) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other agreements from third persons which Lender may deem reasonably necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements; (f) Lender shall have received evidence, in form and substance satisfactory to Lender, that Lender has a valid perfected first priority security interest in all of the Collateral that can be perfected by a UCC filing with Borrower's state of incorporation (other than Permitted Liens); (g) Lender shall have received and reviewed lien and judgment search results for the jurisdiction of incorporation or organization of Borrower, the jurisdiction of the chief executive office of Borrower and all jurisdictions in which assets of Borrower are located, which search results shall be in form and substance satisfactory to Lender; (h) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee; (i) Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrower with respect to the Financing Agreements and such other matters as Lender may request; (j) Lender shall have received, in form and substance satisfactory to Lender, a guarantee of the Obligations from each such Lender. Each other Loan Document Guarantor; (k) The Merger Agreement shall have been duly executed by the parties thereto and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.Lender; (bl) The Lenders Lender shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to Lender, a Collateral Assignment and Pledge of Note in form and substance satisfactory to Lender covering the Collateral Agent.promissory note to Borrower from Espotting Media, Inc., dated February 9, 2004, in the principal amount of $2,000,000; (dm) The Lenders Lender shall have received certificatesreceived, in form and substance reasonably satisfactory to itLender, a Landlord Agreement from a knowledgeable Responsible Officer landlord of Borrower Representative certifying thatBorrower's location at 5220 Summerlin Commons Blvd., after giving effect to the Loans Fort Myers, Florida and transactions hereunder505 Eighth Ave▇▇▇, (i) each Obligor is Solvent▇▇▇▇▇ ▇▇▇, New York, New York; (ii) no Default or Event of Default exists or would result from this Agreement or ▇▇▇ such other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇Col▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇t, ▇▇▇▇▇▇▇▇▇▇, each in form and substance satisfactory to Lender; and (bn) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders other Financing Agreements and all instruments and documents hereunder and thereunder shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementduly executed and delivered to Lender, in form and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementsubstance satisfactory to Lender.

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund At the requested time of the making of the initial Loans or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that each , all obligations of the following conditions (except Borrower hereunder incurred prior to the extent that such conditions are permitted by each Lender initial Loans (including, without limitation, Borrower's obligations to be satisfied on a post-closing basis pursuant reimburse the reasonable fees and expenses of counsel to a post-closing agreement) has the Administrative Agent and any fees and expenses payable to the Administrative Agent and the Lenders as previously agreed with Borrower), shall have been satisfied: (a) Each Lender that requests issuance of a Note paid in full, and the Administrative Agent shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificatesfollowing, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect in all respects to the Loans and transactions hereunder, Administrative Agent: (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iiia) the representations and warranties set forth in Section 8 are true and correct in all respects; and duly executed counterparts of this Agreement; (ivb) such Obligor has complied with all agreements and conditions to be satisfied by it under the duly completed Revolving Credit Notes evidencing the Revolving Loan Commitments; (c) the duly executed Guaranty Documents.; (d) the duly executed Security Documents; (e) The Lenders shall have received a certificate of a duly authorized officer Borrower in substantially the form of each Borrower, certifying (i) that Exhibit F attached copies of such Borrower’s Organic Documents are true hereto and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.appropriately completed; (f) The Lenders shall have received certificates of the Secretary or Assistant Secretary of each of the Credit Parties, attaching and certifying copies of the charter resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (g) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) the name, title and true signature of each officer of such entities executing the Credit Documents, and (ii) the bylaws or comparable governing documents of such entities; (h) certified copies of the Certificate or Articles of Incorporation of each Obligorcredit party, certified as appropriate by the Secretary of State or another official the Secretary or Assistant Secretary of such Obligor’s jurisdiction Credit Party, together with certificates of organization. The Lenders shall have received good standing certificates for each Obligoror existence, issued by as may be available from the Secretary of State of the jurisdiction of incorporation or other appropriate official organization of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof.Credit Party; (i) [Intentionally omitted.]copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (j) Borrowers shall have paid all feescertified copies of indentures, costs credit agreements, capital leases, instruments, and expenses which are payable pursuant to the terms hereof to Lenders other documents evidencing or securing Indebtedness of any Consolidated Company described on the Closing Date.Schedule 6.13(a), in any single case in an amount not less than $2,500,000; (k) The Collateral certificates, reports and other information as the Administrative Agent shall have received Lien Waivers, each may reasonably request from any Consolidated Company in form and substance reasonably satisfactory order to satisfy the Lenders as to the Collateral absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans; (l) certificates, reports, environmental audits and investigations, and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations under Environmental Laws which could reasonably be expected to have a Materially Adverse Effect; (m) certificates, reports and other information as the Administrative Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability, patent infringement and malpractice claims) pending or threatened against the Consolidated Companies; (n) a summary, set forth in format and detail reasonably acceptable to the Administrative Agent, as it may request, in respect of the types and amounts of insurance (aproperty and liability) maintained by the Consolidated Companies; (o) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇favorable opinion of Gray, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ Harris & ▇▇▇▇▇▇▇▇, P.A., counsel to the Credit Parties, substantially in the form of Exhibit G attached hereto, addressed to the Administrative Agent and each of the Lenders; (p) financial statements of Borrower and its Subsidiaries, on a consolidated basis, for the most recently completed fiscal quarter; (q) successful completion of the 1998 Senior Subordinated Debt Issue yielding gross proceeds of $250,000,000.00 at a maximum coupon of 12.0%, with a minimum subordinated debt rating of B2 by ▇▇▇▇▇▇▇▇▇▇'▇ and CCC+ by S & P, and (b) a certificate to that effect from the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by chief financial officer of the Borrowers Borrower in form acceptable to facilitate the import of.Administrative Agent; (1r) The Lenders shall have received evidence that (i) all principal, interest and other amounts outstanding under the Term A Loans under this Initial Credit Agreement have been designated as “Additional Priority Permitted Debt” under paid in full and replaced by the 2009 Debenture Intercreditor Facilities pursuant to this Agreement, and ; and (iis) the Term Mortgage has been recorded and otherwise implemented so that the Lenders hold a first mortgage on the Headquarters Facility to secure initially Revolving Loans A, as well as Revolving Loans B Loans under this Agreement except as may be otherwise determined by the Required Lenders. In addition to the foregoing, the following conditions shall have been designated satisfied or shall exist, all to the satisfaction of the Administrative Agent, as “Additional Priority Permitted Debt” under of the 2009 Debenture Intercreditor Agreement.time the initial Loans are made hereunder:

Conditions Precedent to Initial Loans. The Subject to Section 10.1.11, in addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrower and delivered to each Lender that requests issuance of a Note shall have received a Note executed by at least one (1) Business Day prior to the Borrowers and delivered to each such LenderClosing Date. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received executed copies of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence reasonably satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received a certificate or certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer or the Treasurer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign executing the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion of Weil, Gotshal & ▇▇▇▇▇▇ LLP, and Borrower’s general counsel, in form and substance reasonably satisfactory to Agent. (f) The Lenders Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLPpolicies or certificates of insurance for the insurance policies carried by Borrower, counsel together with, with respect to property insurance in respect of property constituting Collateral and the Borrowersgeneral and/or excess liability insurance on the Properties and business of Borrower and its Subsidiaries, loss payable and additional insured endorsements naming Agent as loss payee and additional insured, as to such matters as applicable, all in compliance with the Collateral Agent may reasonably requestLoan Documents. (h) The Lenders Agent shall have (i) received financial projections of Borrower evidencing Borrower’s ability to comply with the financial covenants set forth herein on a pro forma basis, (ii) completed its business, financial and legal due diligence of Obligors, in all cases, with results reasonably satisfactory to Agent, and (iii) received a copy reasonably satisfactory appraisal of Borrower’s Inventory. No material adverse change in the financial statements and condition of any Obligor or in the financial projections described in Section 8.1.7 hereofquality, quantity or value of any Collateral shall have occurred since December 31, 2010. (i) [Intentionally omitted.] (j) Borrowers Borrower shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kj) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of April 28, each 2011. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $500,000,000. (k) Agent shall have received an officer’s certificate certifying that neither the execution or performance of the Loan Documents nor the incurrence of any Obligations by Borrower violates the Existing 2020 Senior Notes (or the indenture executed in connection therewith). (l) Borrower shall have obtained all material Governmental Authority and other third party consents and approvals as may be reasonably necessary or appropriate to execute the Loan Documents and perform their obligations hereunder and thereunder. (m) Agent shall have received a duly executed tri-party collateral assignment of the intellectual property license by which Borrower licenses the intellectual property from AK Properties, LLC used in the manufacturing, marketing, distribution and sale of Inventory (provided such assignment to Agent shall be limited to the rights to use such intellectual property to manufacture, process and sell the Inventory), in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1n) The Lenders Agent shall have received evidence that (i) a duly executed payoff letter with respect to the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Existing Loan Agreement, in form and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementsubstance satisfactory to Agent.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedsatisfied or waived: (a) Each Agent shall have received, in form and substance satisfactory to Agent and Lenders, the following (i) Revolver Notes, duly executed by Borrowers to the extent any Lender that requests has requested issuance of a Note shall have received a Note executed by the Borrowers Revolver Note; (ii) for each Mortgaged Property, copies of title policies, surveys, environmental and engineering, soils and other reports and material documents and agreements delivered to each such Lender. Each other Loan Document shall have been the Note Collateral Agent under the Indenture on or prior to the Closing Date in connection with any mortgage thereof; (iii) the Intercreditor Agreement, duly executed and delivered by the Note Collateral Agent; (iv) the Intercreditor Acknowledgement, duly executed and delivered by the Company; (v) each other Loan Document required hereunder and set forth on the closing list delivered to the Lenders Company by Agent, duly executed and delivered by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.; (bvi) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) searches and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance evidence reasonably satisfactory to Agent that Agent’s Liens are the Collateral Agent.only Liens upon the Collateral, except Permitted Liens; (dvii) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, certificates from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (iA) each Obligor such Borrower is Solvent; (iiB) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iiiC) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (ivD) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.; (eviii) The Lenders shall have received a A certificate of a duly authorized officer of each BorrowerObligor, certifying (iA) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (iiB) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iiiC) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.; (fix) The Lenders shall have received a favorable written opinion of ▇▇▇▇▇ Day relating to this Agreement; (x) copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders shall have received , and good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification; (xi) a Borrowing Base Certificate; (xii) UCC-3 terminations and all other release and termination documents terminating or releasing all Liens on Collateral securing the Term Loan Facility; and (xiii) copies of the Note Documents, duly executed by the parties thereto and in form and substance satisfactory to the Lenders, certified as true and correct by a Senior Officer of the Borrower Agent. (gb) The Lenders Company shall have received an opinion cash proceeds of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to not less than $205,000,000 from the Borrowers, as to such matters as issuance of the Collateral Agent may reasonably requestNotes after deduction of any original issue discount and before payment of costs and expenses and funding any Crack Spread Hedging Cash Collateral. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (jc) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant incurred by Agent and Lenders on or prior to the terms hereof Closing Date to Lenders on the extent an invoice therefor is provided to the Company prior to the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund At the requested time of the making of the initial Loans or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date and the issuance of any Letters of Credit on the Closing Date”) that each , all obligations of Borrower hereunder incurred prior to the initial Loans and the issuance of the following conditions Letter of Credit (except including, without limitation, Borrower's obligations to reimburse the reasonable fees and expenses of counsel to the extent that such conditions are permitted by each Lender Agent and any fees and expenses payable to be satisfied on a post-closing basis pursuant to a post-closing agreement) has the Agent and the Lenders as previously agreed with Borrower), shall have been satisfied: (a) Each Lender that requests issuance of a Note paid in full, and the Agent shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificatesfollowing, in form and substance reasonably satisfactory in all respects to itthe Agent: (a) The duly executed counterparts of this Agreement; (b) The duly executed Revolving Notes evidencing the Revolving Loan Commitments and the duly executed Term Notes evidencing the Term Loan Commitments; (c) The duly executed Credit Documents, from a knowledgeable Responsible Officer to the extent not otherwise specifically identified herein; (d) Duly executed Closing Certificate of Borrower Representative certifying that, after giving effect to in substantially the Loans form of Exhibit H attached hereto and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents.appropriately completed; (e) The Lenders shall have received a certificate Duly executed Certificates of a duly authorized officer the Secretary or Assistant Secretary of each Borrowerof the Credit Parties attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (f) Duly executed Certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) that attached copies the name, title and true signature of each officer of such Borrower’s Organic Documents are true and completeentities executing the Credit Documents, and in full force and effect, without amendment except as shown, (ii) that an attached copy the bylaws or comparable governing documents of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.entities; (fg) The Lenders shall have received Certified copies of the charter documents certificate or articles of incorporation of each Obligor, Credit Party certified as appropriate by the Secretary of State or another official the Secretary or Assistant Secretary of such Obligor’s jurisdiction Credit Party, together with certificates of organization. The Lenders shall have received good standing certificates for each Obligoror existence, issued by as may be available from the Secretary of State of the jurisdiction of incorporation or other appropriate official organization of such Obligor’s jurisdiction of organization.Credit Party; (gh) Copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired; (i) Certified copies of the Intercompany Credit Documents, to the extent that they exist; (j) The duly executed copy of the Contribution Agreement by the Borrower and the Guarantors, in the form attached hereto as Exhibit K, if there are any Guarantors; (k) Certified copies of uniform commercial code searches, tax lien searches, judgment lien searches, and other searches as the Agent may require, on the Consolidated Companies and Serengeti and its subsidiaries, reflecting no Liens against the Consolidated Companies or Serengeti or its subsidiaries, other than those to be paid in full as result of the Serengeti Purchase and Permitted Liens; (l) Certified copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Indebtedness of any Consolidated Company described on Schedule 8.1(b) attached hereto, in any single case in an amount not less than $100,000; (m) Certificates, reports and other information as the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders shall have received an as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans; (n) Certificates, reports, environmental audits and investigations, and other information as the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from environmental and employee health and safety exposures to which the Consolidated Companies may be subject, and the plans of the Consolidated Companies with respect thereto; (o) Certificates, reports and other information as the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without limitation, products liability and patent infringement claims) pending or threatened against the Consolidated Companies; (p) A summary, set forth in format and detail reasonably acceptable to the Agent, of the types and amounts of insurance (property and liability) maintained by the Consolidated Companies; (q) The duly executed favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel to the Credit Parties, substantially in the form of Exhibit J attached hereto addressed to the Agent and each of the Lenders; (r) No Default or Event of Default has occurred, and there has been delivered to the Agent the Closing Certificate in the form attached hereto as Exhibit H attached hereto to this effect; (s) There has been no Materially Adverse Effect in the Borrower's financial condition and operations as reflected in the Borrower's financial statements referenced and set forth in Section 6.4 below; all Existing Indebtedness has been paid in full, and any other financing or other credit commitments from said third party has been terminated, and there is not outstanding from any other party any commitments to provide financing to the Borrower; (t) The following financial information on Serengeti: (i) Financial statements of the Serengeti Business, audited for the fiscal years ended January 1, 1995 and December 31, 1995; and (ii) Financial statements of the Serengeti Business, internally prepared and unaudited, for the nine (9) month period ended September 30, 1996; indicating financial performance consistent with the existing pro-forma financial information provided to the Agent by the Company on the Serengeti Business, and, in the case of the audited statements, prepared by an independent certified public accountants reasonably acceptable to the Agent; (u) In regard to the Serengeti Purchase: (i) The Serengeti Purchase (contemporaneously herewith) has closed on terms set forth in the Serengeti Purchase Agreement; (ii) The total purchase price for the Serengeti Business does not exceed $27,500,000 plus transaction expenses; (iii) Copies of all Serengeti Purchase Documents, certified by the Secretary or Assistant Secretary of the Borrower as being true and correct, have been furnished to the Agent; (iv) The Agent has been furnished with a satisfactory evaluation of the "Serengeti" brand name by a third party appraisal firm acceptable to the Agent; (v) There has been furnished to the Agent a summary of the fixed assets being purchased as a part of the Serengeti Purchase with proper environmental reviews, if any, along with an audit or certification of the existing Serengeti inventory acceptable to the Agent showing a combined valuation of not less than $10,000,000; and (vi) Since the date of the most recent financial statements of the Serengeti Business described in Section 6.3 hereof, there shall have been no change which has had or could reasonably be expected to have a Materially Adverse Effect assuming that the Serengeti Purchase had previously occurred. (v) There has been furnished to the Agent an executed agreement between the Borrower and Corning, providing for Corning to supply lens blanks to the Borrower, satisfactory to the Agent. (w) A letter of intent or memorandum of understanding with Swank International Manufacturing Co., Ltd. or other manufacturer acceptable to Agent regarding the operation of the hydrogen firing process currently located at a facility in Fukui, Japan, satisfactory to the Agent. As set forth in Section 7.14 below, it will be a Post Closing Requirements that said letter of intent or memorandum of understanding be finalized in a definitive agreement and that Swank take over and operate the equipment and produce the hydrogen fired lenses all by May 31, 1997, with said definitive agreement being satisfactory to the Agent. (x) The assembly by the Borrower of a senior management team satisfactory to the Agent. (y) The establishment of $2,000,000 in key man life insurance on ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofas set forth in Section 7.13 hereof. (1z) The Lenders shall have received evidence that duly executed Consents by Lessor. (aa) In regard to the Private Placement: (i) The Borrower has closed on the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under Private Placement and received therefrom an amount not less than $22,500,000, less the 2009 Debenture Intercreditor Agreement, and expenses of that offering; and (ii) Copies of the Term B Loans under this Preferred Stock Purchase Agreement including any other documents relating to the issuance of any Preferred Stock, certified by the Secretary of the Borrower as being true and correct, and the further certification by an Executive Officer that the Borrower has received not less than $20,900,000 from the issuance of the Preferred Stock. In addition to the foregoing, the following conditions shall have been designated satisfied or shall exist, all to the reasonable satisfaction of the Agent, as “Additional Priority Permitted Debt” under of the 2009 Debenture Intercreditor Agreement.time the initial Loans are made hereunder:

Conditions Precedent to Initial Loans. The Lenders In addition to the conditions set forth in Section 6.2, this Agreement shall not be required effective and there shall be no obligation or requirement, on or after the Closing Date, to fund the requested Loans an initial request for a Loan, initial issuance of any Letter of Credit, or otherwise extend initial credit to Borrowers any Credit Party hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedsatisfied or waived: (a) Each Amended and Restated Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor Credit Party shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received received, in proper form for filing or recording, all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens; provided that no such filings or recordations shall be required with respect to the Fixed Asset Priority Collateral (as defined in the Intercreditor Agreement) unless and until corresponding filings or recordations are required to be provided to the Term Loan Agent in accordance with the Term Loan Documents. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent[Reserved]. (d) The Lenders Agent shall have received certificatesa certificate, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative Agent certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is the Credit Parties, taken as a whole, are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor each Credit Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents; and (v) as to matters set forth in Section 6.1(k) (and attaching the Term Loan Documents). (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerCredit Party, certifying (i) that attached copies of such BorrowerCredit Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified modified, revoked or revokedcontradicted by any other resolution; (iii) that attached copies of such Credit Party’s good standing certificates are true, complete and constitute all resolutions adopted with respect to this credit facility, correct copies from such Credit Party’s jurisdiction of organization certified by the appropriate official of such jurisdiction as of a recent date; and (iiiiv) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Credit Party in writing. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, PLLC, as counsel to the Credit Parties, address to the Agent, in its capacities as administrative agent and collateral agent, and each of the Lenders, in form and substance reasonably satisfactory to the Agent. (g) Agent shall have received copies of the charter documents of each ObligorCredit Party, certified as appropriate by the Secretary of State or another other appropriate official of such ObligorCredit Party’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each ObligorCredit Party, issued by the Secretary of State or other appropriate official of such ObligorCredit Party’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Credit Party’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders Agent shall have received a copy copies of policies or certificates of insurance for the financial statements and insurance policies carried by Credit Parties, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kj) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of November 30, 2014. (k) Agent shall have received evidence of the effectiveness, prior to or substantially with the occurrence of the Closing Date, of the Term Loan Documents and the receipt by Borrowers of loan proceeds of $100,000,000, in each case, in compliance in all material respects with all applicable laws and regulations, with the receipt of all necessary material governmental, stockholder and third party consents and approvals. (l) Agent shall have received the Intercreditor Agreement, duly executed and delivered by the Term Loan Agent and acknowledged by the Credit Parties, in form and substance reasonably satisfactory to the Collateral Agent. (m) The Hartsville Acquisition has been consummated in accordance with the terms of the Hartsville Acquisition Documents, without giving effect to any amendments or waivers thereto by Parent, or consents by Parent thereunder, that are materially adverse to the interests of the Lenders (in their capacity as it may requestsuch) without the consent of the Agent (such consent not to be unreasonably withheld, conditioned or delayed) and Borrower Agent shall have certified Borrowers’ compliance with clause (d) of the definition of “Permitted Acquisition” (including reasonably detailed calculations thereof). (n) After giving effect to the consummation of the Hartsville Acquisition and Term Loan Credit Agreement, none of the Borrowers and their Subsidiaries shall have (or guarantee or provide collateral security for) any Debt for borrowed money owed to a Person other than a Borrower or other Credit Party, except for (i) Debt pursuant to or in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, Loan Documents and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofPermitted Debt. (1o) The Since December 31, 2013, there shall not have occurred or arisen any Company Material Adverse Effect. (p) Lenders shall have received evidence that (i) received, at least 3 Business Days prior to the Term A Loans Closing Date, all documentation or other information as is reasonably requested in writing at least 10 Business Days prior to the Closing Date by Agent about Credit Parties and their respective Subsidiaries reasonably determined to be required under this Agreement have been designated as applicable “Additional Priority Permitted Debtknow your customer” under and anti-money laundering rules and regulations, including the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementPatriot Act.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens, provided that such acknowledgments and documentation necessary to perfect its Liens on any Belgian Inventory under Belgian law, in form and substance satisfactory to Agent, may be delivered to Agent in accordance with the Post-Closing Side Letter. (c) The Lenders Agent shall have received fully-executed account control agreements the Related Real Estate Documents for each Deposit Account (as defined in the Revolver Agreement) ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, Aiken, South Carolina and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, N.A. and JPMorgan Chase Bank▇▇▇▇▇▇▇▇▇▇, N.A. for ▇▇▇▇▇▇▇▇▇▇▇▇, which account control agreements shall all be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to Agent, provided that all or some of such documents may be delivered to Agent in accordance with the Collateral AgentPost-Closing Side Letter. (d) The Lenders Agent shall have received duly executed Deposit Account Control Agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent, provided that such agreements may be delivered to Agent in accordance with the Post-Closing Side Letter. (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 and Section 14.13 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received written opinions of Ropes & ▇▇▇▇ LLP, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received a written opinion of Belgian counsel with respect to Belgian Inventory, in form and substance reasonably satisfactory to Agent, provided that such opinion may be delivered to Agent in accordance with the Post-Closing Side Letter. (i) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates as of a recent date, for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and, to the extent applicable with respect to each of the Borrowers, foreign qualification certificates issued by the Secretaries of State of Pennsylvania and South Carolina. (gj) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to policies or certificates of insurance for the insurance policies carried by Borrowers, as to such matters as all in compliance with the Collateral Agent may reasonably requestLoan Documents. (hk) The Lenders Agent shall have received a copy completed its business, financial and legal due diligence of Obligors, with results satisfactory to Agent. No material adverse change in the financial statements and condition of any Obligor or in the financial projections described in Section 8.1.7 hereofquality, quantity or value of any Collateral shall have occurred since December 31, 2011. (i) [Intentionally omitted.] (jl) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (km) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of June 8, each in form and substance reasonably satisfactory 2012. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection herewith, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofExcess Availability shall be at least $15,000,000. (1n) The Lenders Reaffirmation of Intercreditor Agreement and the DB Acknowledgement Agreement shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, executed and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementdelivered to Agent.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other required Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, shall be in form and substance satisfactory to Agent, and each Obligor Obligated Party shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received UCC an executed agreement between Agent and Lien searchesthe credit card processor of the Eligible Credit Card Receivables. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined acknowledgments of all filings or recordations necessary to perfect its Liens in the Revolver Agreement) Collateral, as well as UCC and Securities Account (as defined in Lien searches and other evidence satisfactory to Agent that such Liens are the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, only Liens upon the termination of the Revolver AgreementCollateral, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agentexcept Permitted Liens. (d) The Lenders If required, Agent shall have received duly executed agreements establishing each Dominion Account, in form and substance, and with the financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative each Obligated Party certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Obligated Party is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Obligated Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligated Party, certifying (i) that attached copies of such BorrowerObligated Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Obligated Party in writing. (fg) The Lenders Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an a written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇& ▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers LLP, as well as any local counsel to facilitate the import ofObligated Parties, in form and substance satisfactory to Agent and its counsel. (1h) The Lenders Agent shall have received evidence that copies of the charter documents of each Obligated Party, certified by the Secretary of State or other appropriate official of such Obligated Party’s jurisdiction of organization. Agent shall have received good standing certificates for each Obligated Party, issued by the Secretary of State or other appropriate official of such Obligated Party’s jurisdiction of organization and each jurisdiction where such Obligated Party’s conduct of business or ownership of Property necessitates qualification. (i) Agent shall have received copies of policies or certificates of insurance for the Term A insurance policies carried by Obligated Parties, all in compliance with the Loan Documents. (j) Agent shall have completed its business, financial and legal due diligence of Obligated Parties, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligated Party or in the quality, quantity or value of any Collateral shall have occurred since July 31, 2010. (k) Obligated Parties shall have paid all fees and expenses to be paid to Agent and Lenders on the Closing Date. (l) Agent shall have received a Borrowing Base Certificate prepared as of October 3, 2010. Upon giving effect to the initial funding of Loans under this Agreement and issuance of Letters of Credit, and the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, Availability shall be at least $10,000,000. (m) Agent shall have received the Disclosure Schedules in form and substance satisfactory to Agent in its discretion. (n) Each of the other documents set forth on the “Closing Checklist” prepared by Agent’s counsel and made available to Obligated Parties has been duly-executed and delivered, and all other items set forth on such Closing Checklist have been designated verified or delivered, as “Additional Priority Permitted Debt” under applicable, in each case to the 2009 Debenture Intercreditor Agreement, satisfaction of Agent and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementits counsel.

Conditions Precedent to Initial Loans. The obligation of the Lenders shall not be required to fund make the requested initial Loans or otherwise extend credit is subject to Borrowers hereunder, until the date (“Closing Date”) that each satisfaction of the following conditions (except precedent on or prior to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedClosing Date: (a) Each Lender that requests issuance of a Note The Agent shall have received a Note executed by the Borrowers following agreements, documents, certificates and delivered opinions in form and substance satisfactory to each such Lender. Each other Loan Document shall have been the Agent and duly executed and delivered to by the Lenders by each of the signatories parties thereto, and each Obligor shall be in compliance with all terms thereof.: (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; This Agreement; (ii) no Default or Event The Notes, substantially in the form of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; Exhibit A hereto; (iii) Reaffirmations of the representations Affiliate Guarantees and warranties set forth any Subsidiary Guarantees entered into in Section 8 are true and correct in all respects; and connection with the Original Credit Agreement or the Existing Credit Agreement; (iv) such Obligor has complied Reaffirmations of the Security Documents entered into in connection with the Original Credit Agreement or the Existing Credit Agreement and any deliveries required in connection therewith, including, without limitation, new perfection certificates; (v) Evidence that all agreements and conditions insurance required to be satisfied by it under maintained pursuant to the Loan Documents has been obtained and is in effect, together with certificates of insurance or insurance binders evidencing compliance with Section 5.3 hereof and the applicable provisions of the other Loan Documents.; (evi) The Lenders shall have received a Borrowing Base Report as of November 30, 2012; (vii) Notice of Borrowing or Conversion as of the Closing Date; (viii) A certificate of a duly authorized officer the Secretary or an Assistant Secretary of the Borrower and each Borrower, certifying (i) that attached copies Guarantor with respect to resolutions of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy the Board of resolutions (to Directors authorizing the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents to which such Person is true a party and completeidentifying the officer(s) authorized to execute, deliver and take all other actions required the Loan Documents to which such Person is a party, and that providing specimen signatures of such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.officers; (fix) The Lenders shall have received copies Certificate of Incorporation of the charter documents Borrower and each Guarantor and all amendments and supplements thereto, as filed in the office of each Obligor, certified as appropriate by the Secretary of State or another official of such ObligorPerson’s jurisdiction of organization. incorporation, certified by said Secretary of State as being a true and correct copy thereof; (x) The Lenders shall have received good standing certificates for Bylaws of the Borrower and each ObligorGuarantor and all amendments and supplements thereto, issued certified by the Secretary or an Assistant Secretary of such Person as being a true and correct copy thereof; (xi) A certificate of the Secretary of State or other appropriate official of such Obligorthe Borrower’s and each Guarantor’s jurisdiction of organization.incorporation as to legal existence and good standing of such Person in such state; (gxii) The Lenders shall have received an An opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel addressed to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) from ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇▇▇▇▇▇▇counsel to the Borrower; (xiii) A certificate of a Responsible Officer of the Borrower as to the solvency of the Borrower, the accuracy of the Borrower’s representations and warranties, the satisfaction of the conditions contained in this Section III and such other matters as the Lender may request; (xiv) Reaffirmation of the deposit account control agreement entered into in connection with the Original Credit Agreement; and (xv) Such other documents, agreements, instruments, opinions and certificates and completion of such other matters, as the Agent may reasonably deem necessary or appropriate. (b) No litigation, arbitration, proceeding or investigation shall be pending or threatened which questions the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged validity or legality of the transactions contemplated by any Loan Document or seeks a restraining order, injunction or damages in connection therewith, or which, in the Borrowers to facilitate judgment of the import ofAgent, might adversely affect the transactions contemplated hereby or might have a Material Adverse Effect. (1c) All necessary filings and recordings against the Collateral shall have been completed and the Agent’s liens on the Collateral shall have been perfected, as contemplated by the Security Documents. (d) The Lenders Borrower shall have received evidence that paid to the Agent all fees to be paid hereunder (iincluding pursuant to Section 2.6(b) hereof) on or prior to the Term A Loans under this Agreement Closing Date. (e) The Borrower, its Subsidiaries and the Guarantors shall have been designated as furnished the Agent such documents and other information reasonably requested by the Lenders to comply with “Additional Priority Permitted Debtknow your customer” under and anti-money-laundering regulations, including the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementPatriot Act.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Agent, Issuing Bank, and Lenders shall not be required to fund the any requested Loans Loan, issue, extend, or amend any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Effective Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by ▇▇▇▇▇▇▇▇▇ and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative each Borrower, certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is Borrowers and their Subsidiaries taken as a whole are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such each Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ed) The Lenders Agent shall have received a certificate of a duly authorized officer the secretary or assistant secretary of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person Senior Officer authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (e) Agent shall have received a written opinion addressed to Agent, Issuing Bank, and Lenders of Bond ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, PLLC, counsel to the Obligors and their Subsidiaries, as well as local counsel to Obligors, in each case, in form and substance satisfactory to Agent. (f) The Lenders Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organizationorganization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification. (g) The Lenders Agent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, and lender loss payable, additional insured, and notice of cancellation endorsements with respect thereto, all in compliance with the Loan Documents. (h) No Material Adverse Effect shall have occurred since March 31, 2024. (i) Each Borrower shall have provided, in form and substance satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Borrower. (j) Agent shall have received the Funds Flow Agreement and Borrowers shall have paid all fees and expenses to be paid to Agent, Issuing Bank, and Lenders on the Effective Date, including, without limitation, the fees set forth in the Fee Letter. (k) Agent shall have received a Borrowing Base Certificate prepared as of November 30, 2024. (l) Borrowers and their Subsidiaries shall have delivered to Agent a Mortgagee Consent or Lien Waiver, as applicable, as requested by the Agent with respect to any Real Estate and/or any assets of the Obligors that are in the possession of a third party. (m) Borrowers and their Subsidiaries shall have delivered to Agent an opinion of ▇▇▇Equipment Access Agreement with respect to any leased Labeling Equipment located at a Labeling Facility other than with respect to Labeling Equipment leased from ▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestFargo or any of its Affiliates. (hn) The Lenders Borrowers and their Subsidiaries shall have received a copy minimum Availability of the financial statements and the financial projections described in Section 8.1.7 hereof$200,000,000. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“"Closing Date”") that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:: ​ (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent[Reserved]. (d) The Lenders Agent shall have received certified copies of each note, instrument, or other document to which any of the Borrowers is a party evidencing or securing any of the Subordinated Debt as in effect on the Closing Date. ​ (e) Agent shall have received duly executed agreements establishing each Dominion Account, in form and substance, and with financial institutions, satisfactory to Agent. ​ (f) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents.. ​ (eg) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such Borrower’s Obligor's Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. ​ (h) Agent shall have received a written opinion of ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ P.C., in form and substance satisfactory to Agent. (fi) The Lenders Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s ▇▇▇▇▇▇▇'s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization.organization and each jurisdiction where such Obligor's conduct of business or ownership of Property necessitates qualification. ​ ​ ​ (gj) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to policies or certificates of insurance for the insurance policies carried by Borrowers, as to such matters as all in compliance with the Collateral Agent may reasonably request.Loan Documents. ​ (hk) The Lenders Agent shall have received completed its business, financial and legal due diligence of Obligors, including a copy roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial statements and condition of any Obligor or in the financial projections described in Section 8.1.7 hereof.quality, quantity or value of any Collateral shall have occurred since November 30, 2016. ​ (i) [Intentionally omitted.] (jl) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date.. ​ (km) The Collateral Agent shall have received Lien Waiversa Borrowing Base Report as of December 31, each in form and substance reasonably satisfactory 2016. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders Availability shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.be at least $25,000,000. ​

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. Agent shall have received all Deposit Account Control Agreements and such other third party agreements (including all necessary approvals, waivers and consents from all Governmental Authorities) as Agent may require, all in form and substance satisfactory to Agent. (c) The Lenders Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 this Agreement and the other Loan Documents are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Agent shall have received a written opinion of (i) Company’s internal counsel, (ii) ▇▇▇▇▇▇, Halter & ▇▇▇▇▇▇▇▇ LLP, and (iii) any local counsel to Borrowers or Agent, in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of (i) such Obligor’s jurisdiction of organization. , (gii) The Lenders shall have received an opinion the jurisdiction where such Obligor maintains its chief executive office and (iii) each jurisdiction where such Obligor owns Real Estate or holds a material amount of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestCollateral. (h) The Lenders Agent shall have received a copy copies of policies or certificates of insurance for the financial statements and insurance policies carried by Borrowers, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedAgent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since March 31, 2008.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of the Closing Date, except that: (i) the Accounts included will be as of April 30, 2009; (ii) Accounts that are not Eligible Accounts because they are unpaid for more than 60 days after the original due date, or more than 90 days after the original invoice date will be as of April 30, 2009; and (iii) all other ineligible Accounts will be as of March 31, 2009. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrowers of all fees and expenses incurred in connection herewith, as well as any payables stretched beyond their customary payment practices, Availability shall be at least $25,000,000. (l) Agent shall have received (i) financial projections of Company, prepared on a monthly basis for Fiscal Year 2010 (including income statements, balance sheets and statements of cash flows) and (ii) draft financial statements (including income statements, balance sheets and statements of cash flows) for Company as of March 31, 2009, together with comparable statements for Company as of March 31, 2008. (m) Agent shall have received (i) a statement of sources and uses of funds covering all payments reasonably expected to be made by Borrowers in connection with the transactions contemplated by the Loan Documents to be consummated on the Closing Date, including an itemized estimate of all fees, expenses and other closing costs and (ii) payment instructions with respect to each wire transfer to be made by Agent on behalf of the Lenders or Borrowers on the Closing Date setting forth the amount of such transfer, the purpose of such transfer, the name and number of the account to which such transfer is to be made, the name and ABA number of the bank or other financial institution where such account is located and the name and telephone number of an individual that can be contacted to confirm receipt of such transfer. (n) Agent shall have received all information from Borrowers requested by Agent and necessary for the Lenders’ compliance with the Patriot Act. (o) Agent shall have received a fully executed Fee Letter, in form and substance satisfactory to Agent. (p) Agent shall have received a fully executed Pledge Agreement, together with the original stock certificate and stock power required to properly perfect Agent’s first priority security interest in 100% of the Equity Interests of Agilysys NJ, Inc., each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund the requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each Each of the following conditions (except is a condition precedent to Lender making the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedinitial Loans hereunder: (a) Each Lender that requests issuance of a Note shall have received a Note evidence, in form and substance satisfactory to Lender, that Lender has valid perfected and first priority security interests in and liens upon the Collateral and any other property which is intended to be security for the Obligations or the liability of any Obligor in respect thereof, subject only to the security interests and liens permitted herein or in the other Financing Agreements; (b) Lender shall have received, in form and substance satisfactory to Lender, all releases, terminations and such other documents as Lender may request to evidence and effectuate the termination by Heller Financial, Inc., of its financing arrangement▇ ▇▇▇▇ Borrowers and the termination and release by it of any interest in and to any assets and properties of Borrowers and each Obligor, duly authorized, executed and delivered by it or each of them, including, but not limited to, (i) UCC termination statements for all UCC financing statements previously filed by it or its predecessors, as secured party and Borrowers, or any of them, or any Obligor, as debtor and (ii) to the extent not permitted by the terms of this Agreement, satisfactions and discharges of any mortgages, deeds of trust or deeds to secure debt by each Borrower or any Obligor, as debtor in favor of such existing lender, in form acceptable for recording in the appropriate government office; (c) all requisite corporate action and proceedings in connection with this Agreement and the other Financing Agreements shall be satisfactory in form and substance to Lender, and Lender shall have received all information and copies of all documents, including records of requisite corporate action and proceedings which Lender may have requested in connection therewith, such documents where requested by Lender or its counsel to be certified by appropriate corporate officers or governmental authorities; (d) no material adverse change shall have occurred in the assets, business or prospects of Borrowers since the date of Lender's latest field examination and delivered no change or event shall have occurred which would impair the ability of Borrowers or any Obligor to each perform its obligations hereunder or under any of the other Financing Agreements to which it is a party or of Lender to enforce the Obligations or realize upon the Collateral; (e) Lender shall have completed a field review of the Records and such other information with respect to the Collateral as Lender may require to determine the amount of Revolving Loans available to Borrowers, the results of which shall be satisfactory to Lender. Each , not more than three (3) business days prior to the date hereof; (f) Lender shall have received, in form and substance satisfactory to Lender, all consents, waivers, acknowledgments and other Loan Document agreements from third persons which Lender may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the Collateral or to effectuate the provisions or purposes of this Agreement and the other Financing Agreements, including acknowledgments by lessors, mortgagees and warehousemen of Lender's security interests in the Collateral, waivers by such persons of any security interests, liens or other claims by such persons to the Collateral and agreements permitting Lender access to, and the right to remain on, the premises to exercise its rights and remedies and otherwise deal with the Collateral; (g) Lender shall have received evidence of insurance and loss payee endorsements required hereunder and under the other Financing Agreements, in form and substance satisfactory to Lender, and certificates of insurance policies and/or endorsements naming Lender as loss payee; (h) Lender shall have received, in form and substance satisfactory to Lender, such opinion letters of counsel to Borrowers with respect to the Financing Agreements and such other matters as Lender may request; (i) the Excess Availability as determined by Lender, as of the date hereof, shall be not less than $600,000 after giving effect to the initial Loans made or to be made in connection with the initial transactions hereunder; (j) Lender shall have received, in form and substance satisfactory to Lender, a valid and effective title insurance policy issued by a company and agent acceptable to Lender (i) insuring the priority, amount and sufficiency of the Mortgages, (ii) insuring against matters that would be disclosed by surveys and (iii) containing any legally available endorsements, assurances or affirmative coverage requested by Lender for protection of its interests; and (k) the other Financing Agreements and all instruments and documents hereunder and thereunder shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificatesLender, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan DocumentsLender. (e) The Lenders shall have received a certificate of a duly authorized officer of each Borrower, certifying (i) that attached copies of such Borrower’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders In addition to the conditions set forth in Section 6.2, Lender shall not be required to fund the any requested Loans Loan, issue any Letter of Credit or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Lender by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Lender shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Lender that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Lender shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account and related lockbox (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americaif applicable), N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and at Lender or with financial institutions, satisfactory to the Collateral AgentLender. (d) The Lenders Lender shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; and (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respects; material respects (except for representations and (iv) warranties set forth in Section 9 that relate solely to an earlier date, which representations and warranties were true and correct in all material respect as of such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documentsearlier date). (e) The Lenders Lender shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the titlename, name title and signature of each Person authorized to sign the Loan Documents. The Lenders Lender may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders Lender shall have received a written opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ LLP, as well as any local counsel to Borrowers or Lender, in form and substance satisfactory to Lender. (g) Lender shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Lender shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders Lender shall have received a copy copies of policies or certificates of insurance for the financial statements and insurance policies carried by Borrowers, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedEach Borrower shall have provided, in form and substance satisfactory to Lender, all documentation and other information as Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Lender in relation to such Borrower.] (j) Lender shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Lender. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since January 28, 2024. (k) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Lenders Lender on the Closing Date. (kl) The Collateral Agent Lender shall have received Lien Waiversa Borrowing Base Report prepared as of October 31, each in form and substance reasonably satisfactory 2024. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofExcess Availability shall be at least $25,000,000. (1m) The Lenders Borrowers shall have received evidence that (i) a payoff quote, payoff letter or other statement or letter acceptable to Lender with respect to all Debt being refinanced or reallocated with the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementcredit facility hereunder.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in SECTION 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers Borrower hereunder, until the date (“"Closing Date”") that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrower and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements the Related Real Estate Documents for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) all Owned Real Estate subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agenta Mortgage. (d) The Lenders Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, satisfactory to Agent. (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 SECTION 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such Borrower’s Obligor's Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of Paul, Hastings, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, as well as any local counsel to Borrower or Agent, in form and substance satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s 's jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s 's jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor's conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy business or ownership of the financial statements and the financial projections described in Section 8.1.7 hereofProperty necessitates qualification. (i) [Intentionally omittedAgent shall have received copies of policies or certificates of insurance for the insurance policies carried by Borrower, all in compliance with the Loan Documents.] (j) Borrowers Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results satisfactory to Agent. No material adverse change in the assets, liabilities, business, financial condition or results of operation of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2005. (k) Borrower shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing Date. (kl) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of December 31, 2006. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by Borrower of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, the sum of Availability plus cash maintained by the Borrower on the Closing Date subject to Deposit Account Control Agreements shall be at least $30,000,000. (m) Agent shall have received, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇a pro forma balance sheet of Borrower dated as of the Closing Date which balance sheet shall reflect no material changes from the most recent pro forma balance sheet of Borrower previously delivered to Agent, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) financial projections of Borrower evidencing Borrower's ability to comply with the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under financial covenants set forth in this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (iic) interim financial statements for Borrower as of November 30, 2006. (n) Borrower shall have obtained all governmental and third party consents and approvals as may be necessary or appropriate in connection with the Term B Loans under this Agreement Loan Documents and the transactions contemplated thereby. (o) All environmental aspects relating to Borrower and its business, including all existing environmental reports shall be satisfactory to Agent. (p) Agent shall have been designated as “Additional Priority Permitted Debt” under received satisfactory field exams and satisfactory appraisals of Borrower's inventory. (q) The absence of any material disruption or a material adverse change in conditions in the 2009 Debenture Intercreditor Agreementfinancial, banking or capital markets that Agent, in its discretion, deems material in connection with the syndication of the Commitments.

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund At the requested time of the ------------------------------------- making of the initial Loans or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that each , all obligations of the following conditions (except Borrower hereunder incurred prior to the extent that such conditions are permitted by each Lender initial Loans (including, without limitation, Borrower's obligations to be satisfied on a post-closing basis pursuant reimburse any fees and expenses payable to a post-closing agreement) has the Agent and the Lenders as previously agreed with Borrower), shall have been satisfied: (a) Each Lender that requests issuance of a Note paid in full, and, except as provided in Section 5.1(g), the Agent shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificatesfollowing, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect in all respects to the Loans and transactions hereunder, Agent: (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iiia) the representations duly executed counterparts of this Agreement; (b) the duly completed Revolving Notes evidencing the Revolving Loan Commitments and warranties set forth in Section 8 are true and correct in all respects; and the duly executed Line of Credit Note evidencing the Line of Credit Commitment; (ivc) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents.Guaranty Agreement; (d) the Negative Pledges; (e) The Lenders shall have received a certificate of a duly authorized officer Borrower in substantially the form of Exhibit G --------- attached hereto and appropriately completed; (f) certificates of the Secretary or Assistant Secretary of each Borrowerof the Credit Parties, attaching and certifying copies of the resolutions of the boards of directors of the Credit Parties, authorizing as applicable the execution, delivery and performance of the Credit Documents; (g) certificates of the Secretary or an Assistant Secretary of each of the Credit Parties certifying (i) that attached copies of such Borrower’s Organic Documents are the name, title and true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official officer of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by entities executing the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementCredit Documents, and (ii) the Term B Loans articles of incorporation and the bylaws or comparable governing documents of such entities; (h) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under this Agreement any Requirement of Law or by any material Contractual Obligation of the Credit Parties, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have been designated expired; (i) certified copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Indeb tedness of any Consolidated Company described on Schedule 8.1(b), in --------------- any single case in an amount not less than $1,000,000; (j) certificates, reports and other information as “Additional Priority Permitted Debt” the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from matters relating to employees of the Consolidated Companies, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans; (k) certificates, reports, environmental audits and investigations, and other information as the Agent may reasonably request from any Consolidated Company in order to satisfy the Lenders as to the absence of any material liabilities or obligations under the 2009 Debenture Intercreditor Agreement.Environmental Laws which could reasonably be expected to have a Materially Adverse Effect;

Conditions Precedent to Initial Loans. The Lenders shall not be required obligation of each Lender to fund amend and restate the requested Loans or otherwise extend Original Loan Agreement and make its extension of credit to Borrowers hereunder, until be made hereunder on the date Closing Date is subject to the satisfaction (“Closing Date”or waiver by Agent) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedprecedent: (a) Each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements the Related Real Estate Documents for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) all Eligible Real Estate subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agenta Mortgage. (d) The Lenders Agent shall have received, in form and substance satisfactory to it, interim financial statements for ▇▇▇▇▇▇▇▇▇ as of March 31, 2024. (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative certifying that, after giving effect to the initial Loans and the transactions hereunder, (i) each such Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all material respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person those Person(s) that are authorized to sign to, and have signed, the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (fg) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇, as well as any local counsel to Obligors or Agent, in form and substance reasonably satisfactory to Agent. (h) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel organization and each jurisdiction where failure to the Borrowers, as be so qualified would reasonably be expected to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received result in a copy of the financial statements and the financial projections described in Section 8.1.7 hereofMaterial Adverse Effect. (i) [Intentionally omittedAgent shall have received copies of policies or certificates of insurance for the insurance policies carried by Obligors, all in compliance with the Loan Documents.] (j) Each Obligor shall have provided, in form and substance satisfactory to Agent and each Lender, a duly executed W-9 (or such other applicable tax form) of the Borrower Agent, and all documentation and other information as Agent or any Lender reasonably requests at least 5 days prior to the Closing Date in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. If any Obligor qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, it shall have provided a Beneficial Ownership Certification to Agent and Lenders in relation to such Obligor. (k) Since December 31, 2023, no Material Adverse Effect shall have occurred. (l) Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, if any, on the Closing Date, and the payment by the Borrowers of all fees and expenses incurred in connection herewith and therewith, Availability shall be at least $30,000,000. (m) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Closing DateDate (including all fees set forth in the Fee Letter and all fees and expenses of legal counsel to Agent). (kn) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably evidence satisfactory to it that Borrowers have received all governmental, shareholder and third party consents and approvals as may be appropriate in connection with this credit facility and the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import oftransactions contemplated thereby. (1o) The Lenders Substantially concurrently with the borrowing under this Agreement, the Borrowers shall have repaid and terminated all outstanding debt under that certain Loan and Security Agreement dated as of March 15, 2021 among certain of the Obligors, the lenders party thereto and TCW Asset Management Company LLC, as administrative agent (the “Closing Date Refinancing”). (p) Agent shall have received evidence that (i) the Term A Loans under this Agreement have been designated a Borrowing Base Certificate as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementof March 31, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement2024.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to the Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:satisfied (and with respect to deliveries of Loan Documents, each such delivery shall be fully-executed (where applicable) and in form and substance satisfactory to Agent and its counsel) (subject to Section 10.1.10): (a) Each Notes shall have been executed by each Borrower and delivered to each Applicable Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document set forth on the List of Closing Documents shall have been duly executed and delivered to the Lenders (where applicable) by each of the signatories theretothereto and delivered to Agent, and each Obligor Loan Party shall be in compliance with all terms thereof. Each other instrument, document or agreement set forth on the List of Closing Documents shall have been executed (where applicable) and delivered to Agent. (b) The Lenders Agent shall have received UCC (i) satisfactory evidence that Agent shall have a valid and Lien searchesperfected first priority Lien, security interest in the ABL Priority Collateral (including delivery to Agent of all instruments needed for filings or recordations necessary to perfect its Liens in the Collateral) and (ii) releases, satisfactions and payoff letters terminating all other Liens on the Collateral (including all such releases, satisfactions and payoff letters relating to the Prepetition Agreement and the DIP Agreement), other than Permitted Liens. (c) The Lenders Agent shall have received fully-executed account control agreements for each Deposit Account (as defined in UCC, PPSA, and Lien searches and other evidence satisfactory to Agent that its Liens are the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, only Liens upon the termination of the Revolver AgreementABL Priority Collateral, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agentexcept Permitted Liens. (d) The Lenders All filing and recording fees and taxes shall have been duly paid or arrangements satisfactory to Agent shall have been made for the payment thereof. (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of Borrower Representative each Loan Party certifying that, after giving effect to the Transactions and the initial Loans and transactions hereunder, (i) the Canadian Facility Loan Parties (excluding the U.S. Facility Loan Parties), taken as a whole, and the U.S. Facility Loan Parties, in each Obligor is case taken as a whole, are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 with respect to such Loan Party are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) (except for representations and warranties that expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date); and (iv) the Availability condition set forth in Section 6.1(n) is satisfied, and (v) such Obligor Loan Party has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerLoan Party, certifying (i) that attached copies of such BorrowerLoan Party’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents to which such Loan Party is a party is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility; (iii) all governmental and other third party approvals and consents, if any, with respect to the Reorganization Plans, this Agreement, the other Transactions and each other Loan Document have been obtained and are in effect; and (iiiiv) to the title, name and signature of each Person authorized to sign the Loan DocumentsDocuments to which such Loan Party is a party. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor Loan Party in writing. (fg) The Lenders Agent shall have received satisfactory opinions of counsel to the Loan Parties, in each case, customary for transactions of this type (which shall cover, among other things, authority, legality, validity, binding effect and enforceability of the Loan Documents) and of appropriate local counsel (including Ontario counsel). (h) Agent shall have received copies of the charter documents of each ObligorLoan Party, certified as appropriate by the Secretary of State or another other appropriate official of such ObligorLoan Party’s jurisdiction of organization. The Lenders . (i) Agent shall have received good standing certificates for each ObligorLoan Party, issued by the Secretary of State or other appropriate official of such ObligorLoan Party’s jurisdiction of organization. (gj) The Lenders Since December 31, 2009 no change, occurrence or development shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel occurred or become known to the Borrowers, as Lead Arrangers that could reasonably be expected to such matters as the Collateral Agent may reasonably request. have a Material Adverse Effect (h) The Lenders shall have received a copy other than any effect of the financial statements and type that customarily occurs as a result of the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to commencement of a proceeding under Chapter 11 of the terms hereof to Lenders on U.S. Bankruptcy Code or a proceeding under the Closing DateCCAA). (k) The Collateral Agent shall be satisfied with the amount, types and terms and conditions of all insurance maintained by the Loan Parties and their Subsidiaries; and Agent shall have received Lien Waiversshort form (if available) (i) certificates of insurance with respect to each Loan Parties’ property and liability insurance, and (ii) endorsements naming Agent as an additional insured or lender’s loss payee or mortgagee, as the case may be and as its interests may appear, under all casualty and business interruption insurance policies to be maintained with respect to the properties of the Loan Parties forming part of the Collateral, in each case, in form and substance reasonably satisfactory to Agent. (l) No action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or Governmental Authority that in the Collateral Agent, as it may request, in respect of Lenders’ judgment (a) could reasonably be expected to have a Material Adverse Effect (other than any effect of the following locationstype that customarily occurs as a result of the commencement of a proceeding under Chapter 11 of the U.S. Bankruptcy Code or a proceeding under the CCAA); or (b) could reasonably be expected to materially and adversely affect the credit facilities or transactions contemplated hereby. (m) All accrued fees and expenses of the Secured Parties (including the fees and expenses of counsel (including any local counsel) for such Secured Parties) due from the Loan Parties on or prior to the Closing Date under the Joint Commitment Letter, the Joint Fee Letter and/or the Agent Fee Letter, as applicable, shall have been paid in full in cash. (n) Agent shall have received a satisfactory final pre-closing field examination conducted by Agent and/or a third party for the purpose of preparing a Closing Date Borrowing Base Certificate. Agent shall have received a Borrowing Base Certificate with respect to each of the Canadian Borrowing Base and the U.S. Borrowing Base, in each case, prepared as of May 27, 2010 and reflecting Inventory data as of April 25, 2010. Upon giving effect to the initial funding of Loans and issuance of Letters of Credit, and the payment by the Borrowers of all fees and expenses incurred in connection herewith and due on the Closing Date, as well as the amount of any payables stretched beyond their customary payment practices, (i) Availability (calculated without inclusion of the Canadian Designated Cash Amount or the U.S. Designated Cash Amount) shall be at least $45,000,000 and (ii) the Loan Parties and Subsidiaries shall have cash on hand of at least $45,000,000. (o) Agent shall have received: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇the annual (or other audited) financial statements of the Subsidiaries for the fiscal years ended 2008 and 2009; (ii) the most recent interim financial statements of Holdings and its Subsidiaries (separately for (i) the U.S. Borrower and its Subsidiaries that are U.S. Domiciled Loan Parties, ▇▇(ii) the Canadian Borrower and its Subsidiaries that are Canadian Domiciled Loan Parties and CS Automotive LLC and (iii) the External Subsidiaries) as of a date not more than thirty (30) days (or such other date as Agent may agree) prior to the Closing Date; and (iii) copies of monthly 2010 projections prepared by the U.S. Borrower, which projections shall be substantially in the form of and materially consistent with the projections previously delivered to Agent and shall evidence the Loan Parties’ ability to comply with the covenants set forth in this Agreement. (p) Agent shall have received (i) an updated sources and uses statement, including payment of all amounts under the Prepetition Agreement and the DIP Agreement (except, with respect to both the Prepetition Agreement and the DIP Agreement, as expressly set forth herein with respect to the deemed re-issuance of the Existing Letters of Credit), and all agreements related thereto, cure payments, professional fees, critical vendor payments, trustee fees, advisory fees and success payment, claims, administrative expenses and any and all other amounts to be paid under the U.S. Plan and the Canadian Plan on the respective effective dates thereunder, and fees and expenses payable to the Secured Parties on the Closing Date and (ii) evidence that all outstanding non-contingent obligations under the DIP Agreement and the Prepetition Agreement have been repaid in full in cash (to the extent contemplated by the Reorganization Plans) and the DIP Agreement and the Prepetition Agreement have been terminated. (q) All conditions precedent to the issuance of the Senior Note Debt shall have been satisfied on terms reasonably acceptable to the Lenders in accordance with the Senior Note Documents and the Senior Note Debt, in principal amount of $450,000,000, shall have been issued, and the net proceeds thereof received by the U.S. Borrower, in accordance with the terms of the U.S. Plan and evidenced by the Senior Note Documents. ▇▇▇▇▇▇Agent shall have received a certificate of a Senior Officer of Loan Party Agent certifying copies of the material Senior Note Documents attached thereto to be true, Utah 84770correct and complete copies thereof (such certification to be included in the certificate delivered under clause (h) or (i) of this Section). (r) No amendment or other modification of or to either of the Reorganization Plans shall be filed or proposed since the date the U.S. Confirmation Order and the Canadian Sanction Order was originally entered which, in either case, contains modifications that are material and adverse to any of the U.S. Domiciled Loan Parties, the Canadian Borrower, any of the Loan Parties, Agent and/or Lenders (as determined by the Lead Arrangers). (s) The U.S. Bankruptcy Court shall have entered the U.S. Confirmation Order, which shall be (i) in form and substance satisfactory to the Lead Arrangers, and (ii) 13085in full force and effect and shall not have been reversed or modified and not be stayed or subject to a motion to stay or subject to appeal or petition for review, 13039 rehearing or certiorari and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇the time to appeal the U.S. Confirmation Order or to seek review, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇rehearing, ▇▇▇▇▇▇▇▇▇▇, and (b) or certiorari with respect to the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service U.S. Confirmation Order has been engaged by the Borrowers to facilitate the import ofexpired. (1t) The Lenders Canadian Sanction Order shall be in full force and effect and shall not have been reversed or modified and not be stayed or subject to a motion to stay or subject to appeal or petition for review, rehearing or certiorari, and the time to appeal the Canadian Sanction Order or to seek review, rehearing, or certiorari with respect to the Canadian Sanction Order shall have expired. (u) All actions by or on behalf of the U.S. Domiciled Loan Parties, the Canadian Borrower and the Reorganized Debtors (as defined in the U.S. Plan), which are necessary or appropriate to implement the Reorganization Plans and all other transactions contemplated to be taken on or prior to the Effective Date by the U.S. Plan, the U.S. Confirmation Order, the Canadian Plan and the Canadian Sanction Order shall have been effected in accordance in all respects with the terms thereof. All conditions precedent to the confirmation, consummation and effectiveness of the Reorganization Plans (other than the closing of the credit facility provided hereby) shall have been satisfied in the judgment of Agent. Concurrently with the closing of the credit facility provided hereby, each of the U.S. Plan and the Canadian Plan shall have become effective (and the U.S. Effective Date and Canadian Effective Dates shall have occurred) in accordance in all material respects with the terms of the U.S. Plan, the Canadian Plan, the U.S. Confirmation Order and the Canadian Sanction Order. (v) The U.S. Borrower shall have received evidence gross proceeds in an amount not less than $355,000,000 from the Rights Offering (as defined in the U.S. Plan), and Agent shall have received copies certified by a Senior Officer of Loan Party Agent as being true, correct and complete copies thereof, of the executed New Capital Warrant Agreement and the executed Registration Rights Agreement (each as defined in the U.S. Plan and in the form attached to the U.S. Plan as in effect on May 27, 2010, with no changes therefrom that are material and adverse to the Bankruptcy Debtors, the Loan Parties or any Secured Party unless consented thereto by Agent) (such certification to be included in the certificate delivered under clause (h) or (i) the Term A Loans under of this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementSection).

Conditions Precedent to Initial Loans. The Lenders shall not be required obligation of each Lender to fund the initial Loans requested Loans or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each be funded by it shall be subject to satisfaction of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedprecedent: (a) Each Lender that requests issuance of a Note Administrative Agent shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories theretofollowing documents, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agentduly executed, each (unless otherwise specified below) dated the Closing Date and in form and substance reasonably satisfactory to Administrative Agent and each of the Collateral Agent.Lenders: (d) The Lenders shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect to the Loans and transactions hereunder, (i) duly executed counterparts of this Agreement, sufficient in number for distribution to Administrative Agent, each Obligor is Solvent; Lender and Borrower; (ii) no Default or Event of Default exists or would result from this a duly executed Pledge Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; and all documents contemplated thereby, including any UCC-1 financing statement(s); (iii) the representations a duly executed Control Agreement and warranties set forth in Section 8 are true and correct in all respects; and documents contemplated thereby; (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under certified copies of (A) the Loan Documents. (e) The Lenders shall have received a certificate Organization Documents of a duly authorized officer of each Borrower, certifying (iB) that attached copies the resolutions authorizing and approving the making and performance by Borrower of such Borrower’s Organic the Facility Documents are true to which Borrower is a party, the borrowing of Loans hereunder and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy the granting of resolutions (Liens pursuant to the extent Pledge Agreement and (C) documents evidencing all other necessary under Applicable Law or applicable Organic Documents) authorizing execution company action, governmental approvals and delivery of the Loan Documents is true and completethird-party consents, and that such resolutions are in full force and effectif any, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facilityAgreement, the Pledge Agreement, the Control Agreement and any other Facility Document; (iiiv) to a certificate of Borrower certifying the title, name names and signature true signatures of each Person the Responsible Officers of Borrower authorized to sign this Agreement, the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by Pledge Agreement, the applicable Obligor in writing.Control Agreement and any other Facility Document to be delivered hereunder or thereunder; (fvi) The Lenders shall have received copies certificates evidencing the good standing of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s Borrower in its jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by formation and the Secretary State of State or other appropriate official of such Obligor’s jurisdiction of organization.New York dated a date not earlier than ten (10) Business Days prior to the Closing Date; (gvii) The Lenders shall have received an opinion of ▇opinions from (A) Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP and (B) Dechert LLP, as counsel to Borrower in form and substance satisfactory to Administrative Agent and the BorrowersLenders; and (viii) the results of Tax, as to such matters as judgment and Lien searches on Borrower. (b) The Collateral Account shall have been established by Borrower, and Administrative Agent shall have received satisfactory evidence that the Collateral Requirement shall have been satisfied in all respects. (c) To the extent a reasonably detailed invoice has been delivered to Borrower on or before one (1) Business Day prior to the Closing Date, any fees or expenses of Administrative Agent, Collateral Agent may reasonably requestand Lenders required to be paid pursuant to this Agreement and the Agency Fee Letter, dated as of the date hereof, between Borrower and Administrative Agent . (d) Borrower shall have provided any form requested by Administrative Agent or any Lender necessary to comply with Regulation U or X, or any other provisions of the Regulations of the FRB, including a Form FR U-1 for each Lender. (e) There shall not have been any Material Adverse Effect since the date of formation of Borrower. (f) Since November 25, 2013, there shall not have been any Law applicable to the transactions contemplated herein, or the financing thereof, promulgated, enacted, entered or enforced by any Governmental Authority, nor shall there be pending any action or proceeding by or before any Governmental Authority involving a substantial likelihood of an order, that would prohibit, restrict, delay or otherwise materially affect the execution, delivery and performance of any of the Facility Documents or the making of the Loans. (g) No event shall have occurred, or would result from such Loan or from the application of the proceeds therefrom, that would constitute a Default or an Event of Default. (h) The Lenders Administrative Agent shall have received a copy of the financial statements such other assurances, certificates, consents, approvals, opinions and documents relating to this Agreement and the financial projections described in Section 8.1.7 hereoftransactions contemplated hereby as it shall have reasonably requested. (i) [Intentionally omittedSince November 25, 2013, there is no action, suit, investigation or proceeding pending or, to the knowledge of Responsible Officer of Borrower, threatened in any court or before any arbitrator or Governmental Authority that could reasonably be expected to have a Material Adverse Effect.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent Borrower shall have received Lien Waiversall governmental and third party approvals necessary, each or in form and substance reasonably satisfactory to the Collateral reasonable opinion of Administrative Agent, as it may requestadvisable, in respect of (a) connection with this Agreement or the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged transactions contemplated by the Borrowers to facilitate the import ofFacility Documents, which shall be in full force and effect. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund At the requested time of the making of the initial Loans or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that each , all obligations of the following conditions (except Borrower hereunder incurred prior to the extent that such conditions are permitted by each Lender initial Loans (including, without limitation, Borrower's obligations to be satisfied on a post-closing basis pursuant reimburse the reasonable fees and expenses of counsel to a post-closing agreement) has the Administrative Agent and any fees and expenses payable to the Administrative Agent as previously agreed with Borrower), shall have been satisfied: (a) Each Lender that requests issuance of a Note paid in full, and the Administrative Agent shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificatesfollowing, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Officer of Borrower Representative certifying that, after giving effect in all respects to the Loans and transactions hereunder, Administrative Agent: (i) each Obligor is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iiia) the representations duly executed counterparts of this Agreement; (b) the duly completed Revolving Credit Notes evidencing the Revolving Credit Commitments, the duly completed Swing Line Note evidencing the Swing Line Commitment, and warranties set forth in Section 8 are true duly completed Term Notes evidencing the Term Loan Commitments; (c) all required, duly executed Subsidiary Guaranties; (d) certificates of the Secretary or Assistant Secretary of the Borrower attaching and correct in all respects; certifying copies of the resolutions of the board of directors of the Borrower, and (iv) such Obligor has complied with all agreements each Subsidiary Guarantor providing a required Subsidiary Guarantee, authorizing as applicable the execution, delivery and conditions to be satisfied by it under performance of the Loan Credit Documents.; (e) The Lenders shall have received a certificate certificates of a duly authorized officer the Secretary or an Assistant Secretary of each Borrower, the Borrower certifying (i) that attached the name, title and true signature of each officer of the Borrower executing the Credit Documents, and (ii) the bylaws of the Borrower and each Subsidiary Guarantor; (f) certified copies of the certificate or articles of incorporation of the Borrower and each of its Subsidiaries certified by the Secretary of State and by the Secretary or Assistant Secretary of the Borrower or such Borrower’s Organic Documents are true Subsidiaries, as appropriate, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation or organization of the Borrower and completeeach of its Subsidiaries, and each other jurisdiction where the ownership of Property or the conduct of its business require the Borrower or its Subsidiaries to be qualified, except where a failure to be so qualified would not have a Materially Adverse Effect; (g) closing certificate of Borrower in substantially the form of Exhibit G attached hereto and appropriately completed; (h) the favorable opinion of corporate counsel to the Consolidated Companies as to certain matters, in the form of Exhibit H, in each case addressed to the Administrative Agent and each of the Lenders; (i) copies of all documents and instruments, including all consents, authorizations and filings, required under the articles or certificate of incorporation and bylaws or other organizational or governing documents, under any Requirement of Law or by any material Contractual Obligation of the Consolidated Companies, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect; (j) any other document, without amendment except as shownopinion or certificate reasonably requested by the Administrative Agent and the Lenders assuring the Administrative Agent and the Lenders that all corporate proceedings and all other legal matters in connection with the authorization, (ii) that an attached copy legality, validity and enforceability of resolutions (the Credit Documents are in form and substance satisfactory to the extent necessary under Applicable Law or applicable Organic DocumentsLenders; and (k) authorizing execution and delivery a certificate from an Executive Officer of the Loan Documents is true Borrower certifying that the first Advance under the Revolving Credit Commitments shall be used to cancel and complete, pay in full all Prior Revolving Credit Debt and that such resolutions are the proceeds of the Term Loan Facility shall be used to cancel and pay in full force all Prior Term Debt; and (l) the acquisition and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted plan of merger documents with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion acquisition of ▇▇▇▇▇▇▇'▇ & ▇▇▇▇▇ LLPRoadhouse, counsel to the Borrowers, as to such matters as the Collateral Inc. and any other documents with respect thereto that Administrative Agent may reasonably requestrequests. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received acknowledgments of all filings or recordations necessary to perfect its Liens in the Collateral, as well as UCC and Lien searchessearches and other evidence satisfactory to Agent that such Liens are the only Liens upon the Collateral, except Permitted Encumbrances. (c) The Lenders Agent shall have received fully-duly executed account control agreements for establishing each Deposit Dominion Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of Americarelated lockbox, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably substance, and with financial institutions, satisfactory to the Collateral Agent. (d) The Lenders Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor such Borrower is Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (e) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Agent and Lenders shall have received a written opinion of Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, as well as any local counsel to the Obligors, in form and substance satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders Agent shall have received a copy copies of policies or certificates of insurance for the financial statements and insurance policies carried by Borrowers, all in compliance with the financial projections described in Section 8.1.7 hereofLoan Documents. (i) [Intentionally omittedAgent shall have completed its business, financial and legal due diligence of Obligors with results satisfactory to Agent. No material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral shall have occurred since December 31, 2009, as determined by Agent in its discretion.] (j) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant required to the terms hereof be paid to Agent and Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of August 31, each in form and substance reasonably satisfactory 2010. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import ofExcess Availability shall be at least $50,000,000. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement, and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreement.

Conditions Precedent to Initial Loans. The Lenders shall not be required to fund At the requested time of the making of the initial Loans or otherwise extend credit to Borrowers hereunder, until hereunder on the date (“Closing Date”) that each , all obligations of the following conditions (except Borrower hereunder incurred prior to the extent that such conditions are permitted by each Lender initial Loans (including, without limitation, Borrower's obligations to be satisfied on a post-closing basis pursuant reimburse the reasonable fees and expenses of counsel to a post-closing agreement) has the Agent and any fees and expenses payable to the Agent and the Lenders as previously agreed with Borrower), shall have been satisfied: (a) Each Lender that requests issuance of a Note paid in full, and the Agent shall have received a Note executed by the Borrowers and delivered to each such Lender. Each other Loan Document shall have been duly executed and delivered to the Lenders by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders shall have received UCC and Lien searches. (c) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificatesfollowing, in form and substance reasonably satisfactory in all respects to it, from a knowledgeable Responsible Officer the Agent: (a) the duly executed counterparts of this Agreement; (b) the duly completed Revolving Notes evidencing the Revolving Loan Commitments; (c) certificate of Borrower Representative in substantially the form of Exhibit D attached hereto and appropriately completed; (d) certificate of the Secretary or Assistant Secretary of the Borrower, attaching and certifying thatcopies of the resolutions of the boards of directors of the Borrower, after giving effect to authorizing as applicable the Loans execution, delivery and transactions hereunder, (i) each Obligor is Solvent; (ii) no Default or Event performance of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective terms; (iii) the representations and warranties set forth in Section 8 are true and correct in all respects; and (iv) such Obligor has complied with all agreements and conditions to be satisfied by it under the Loan Credit Documents.; (e) The Lenders shall have received a certificate of a duly authorized officer the Secretary or an Assistant Secretary of each Borrower, the Borrower certifying (i) that attached copies of such Borrower’s Organic Documents are the name, title and true and complete, and in full force and effect, without amendment except as shown, (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing. (f) The Lenders shall have received copies officer of the charter documents of each Obligor, certified as appropriate by Borrower executing the Secretary of State or another official of such Obligor’s jurisdiction of organization. The Lenders shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably request. (h) The Lenders shall have received a copy of the financial statements and the financial projections described in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all fees, costs and expenses which are payable pursuant to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waivers, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770, and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of. (1) The Lenders shall have received evidence that (i) the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor AgreementCredit Documents, and (ii) the Term B Loans articles of incorporation and the bylaws or comparable governing documents of the Borrower; (f) copies of all documents and instruments, including all consents, authorizations and filings, required or advisable under this Agreement any Requirement of Law or by any material Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Credit Documents and the other documents to be executed and delivered hereunder, and such consents, authorizations, filings and orders shall be in full force and effect and all applicable waiting periods shall have been designated expired; (g) certified copies of indentures, credit agreements, leases, capital leases, instruments, and other documents evidencing or securing Consolidated Funded Debt of the Borrower described on Schedule 6.13, in any single case in an amount not less than $1,000,000.00; (h) certificates, reports and other information as “Additional Priority Permitted Debt” the Agent may reasonably request from the Borrower in order to satisfy the Lenders as to the absence of any material liabilities or obligations not disclosed in writing to the Agent arising from matters relating to employees of the Borrower, including employee relations, collective bargaining agreements, Plans, and other compensation and employee benefit plans; (i) certificates, reports, environmental audits and investigations, and other information as the Agent may reasonably request from the Borrower in order to satisfy the Lenders as to the absence of any material liabilities or obligations under Environmental Laws which could reasonably be expected to have a Materially Adverse Effect; (j) certificates, reports and other information as the 2009 Debenture Intercreditor Agreement.Agent may reasonably request from the Borrower in order to satisfy the Lenders as to the absence of any material liabilities or obligations arising from litigation (including without

Conditions Precedent to Initial Loans. The conditions precedent to the obligations of the Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until under the date (“Original Credit Agreement on the Original Closing Date”) that each , in addition to the conditions set forth in Section 6.3, were satisfied or waived as of the following conditions (except to Original Closing Date and were the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfiedfollowing: (a) Each Notes shall have been executed by Borrowers and delivered to each Lender that requests issuance of a Note shall have received a Note executed by the Borrowers and delivered to each such LenderNote. Each other Loan Document shall have been duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof.; (b) The Lenders Agent shall have received UCC and Lien searches.searches and other evidence satisfactory to Agent that the only Liens upon the Collateral Permitted Liens; (c) The Lenders Agent shall have received fully-executed account control agreements the Related Real Estate Documents for each Deposit Account (as defined in the Revolver Agreement) all Real Estate listed on Schedule 7.4 hereto and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent.a Mortgage; (d) The Lenders Agent shall have received duly executed agreements establishing each Dominion Account and related lockbox, in form and substance, and with financial institutions, reasonably satisfactory to Agent; (e) Agent shall have received certificates, in form and substance reasonably satisfactory to it, from a knowledgeable Responsible Senior Officer of each Borrower Representative certifying that, after giving effect to the initial Loans and transactions hereunder, (i) each Obligor is the Borrowers (taken as a whole) are Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termsexists; (iii) the representations and warranties set forth in Section 8 9 are true and correct in all respectscorrect; and (iv) such Obligor Borrower has complied with all agreements and conditions to be satisfied by it under the Loan Documents. (ef) The Lenders Agent shall have received a certificate of a duly authorized officer of each BorrowerObligor, certifying (i) that attached copies of such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, ; (ii) that an attached copy of resolutions (to the extent necessary under Applicable Law or applicable Organic Documents) authorizing execution and delivery of the Loan Documents is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the Loan Documents. The Lenders Agent may conclusively rely on this certificate until it is otherwise notified by the applicable Obligor in writing.; (g) Agent shall have received a specimen of the signature of each Person authorized by the resolution referred to in paragraph (f) The Lenders above in relation to the Loan Documents and related documents and executing Loan Documents on the Original Closing Date; (h) Agent shall have received evidence that any process agent referred to in Section 15.12 has accepted its appointment; (i) Agent shall have received a written opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as well as any local real estate counsel to Borrowers or Agent, in form and substance reasonably satisfactory to Agent; (j) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates certificates, as applicable, for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization.organization and each jurisdiction where such Obligor’s conduct of business or ownership of Property necessitates qualification; (gk) The Lenders Agent shall have received an opinion copies of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to policies or certificates of insurance for the insurance policies carried by Borrowers, as to such matters as all in compliance with the Collateral Agent may reasonably request.Loan Documents; (hl) The Lenders Agent and Lead Arrangers shall have received a copy completed their business, financial and legal due diligence of Obligors, including Agent’s roll-forward of its previous field examination, with results satisfactory to Agent and Lead Arrangers. No material adverse change in the business, assets, property, liabilities, operations or financial condition of the financial statements and the financial projections described in Section 8.1.7 hereof.Obligors taken as a whole shall have occurred since December 31, 2007; (i) [Intentionally omitted.] (jm) Borrowers shall have paid all fees, costs fees and expenses which are payable pursuant to the terms hereof be paid to Agent and Lenders on the Original Closing Date.; (kn) The Collateral Agent and Lead Arrangers shall have received financial projections in form and substance satisfactory for them for each year through the Commitment Termination Date (with the current year to be presented on a month-by month basis) and interim consolidated financial statements for the Company and its Subsidiaries for the period ending not more than 30 days prior to the Original Closing Date; (o) Agent shall have received Lien Waiversa Borrowing Base Certificate prepared as of November 30, each in form and substance reasonably satisfactory 2008. Upon giving effect to the Collateral Agent, as it may request, in respect initial funding of (a) the following locations: (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇, Utah 84770Loans and issuance of Letters of Credit, and (ii) 13085the payment by Borrowers of all fees and expenses incurred in connection herewith as well as any payables stretched beyond their customary payment practices, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers to facilitate the import of.Availability shall be at least $17,500,000; and (1p) The Lenders shall have received evidence that (i) a copy of any other authorization or other document, opinion or assurance which Agent reasonably deems necessary or desirable in connection with the Term A Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under entry into and performance of the 2009 Debenture Intercreditor Agreement, transactions contemplated by any Loan Document or for the validity and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementenforceability of any Loan Document.

Conditions Precedent to Initial Loans. The In addition to the conditions set forth in Section 6.2, Lenders shall not be required to fund the any requested Loans Loan, issue any Letter of Credit, or otherwise extend credit to Borrowers hereunder, until the date (“Closing Date”) that each of the following conditions (except to the extent that such conditions are permitted by each Lender to be satisfied on a post-closing basis pursuant to a post-closing agreement) has been satisfied:satisfied (or waived in accordance with Section 14.1): (a) Each Lender that requests issuance of a Note Agent shall have received a Note executed by the Borrowers and delivered to copies of each such Lender. Each other Loan Document shall have been Document, duly executed and delivered to the Lenders Agent by each of the signatories thereto, and each Obligor shall be in compliance with all terms thereof. (b) The Lenders Agent shall have received UCC and Lien searches. (ci) The Lenders shall have received fully-executed account control agreements for each Deposit Account (as defined in the Revolver Agreement) and Securities Account (as defined in the Revolver Agreement) (other than the Deposit Accounts at Bank of America, N.A. and JPMorgan Chase Bank, N.A. for which account control agreements shall be delivered pursuant to Section 9.1.16) subject to the “control” (for purposes of the UCC) of the Revolving Credit Agent and, upon the termination of the Revolver Agreement, the Collateral Agent, each in form and substance reasonably satisfactory to the Collateral Agent. (d) The Lenders shall have received certificatesevidence, in form and substance reasonably satisfactory to Agent, that appropriate UCC (or equivalent) financing statements will be filed in such office or offices as may be necessary to perfect the Agent’s Liens in the Collateral and (ii) the results of a recent UCC and lien search in each jurisdiction where the Obligors are organized and where the assets of the Borrowers are located, and each such search shall reveal no Liens upon the Collateral, other than Permitted Liens and Liens discharged on or prior to the Closing Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Agent. (c) Agent shall have received each Deposit Account Control Agreement required to be provided by Section 8.2.4 with respect to each Dominion Account in form and substance, and with financial institutions, reasonably satisfactory to Agent. (d) Agent shall have received a certificate, in form and substance satisfactory to it, from signed by a knowledgeable Responsible Senior Officer of Borrower Representative each Borrower, dated as of the Closing Date, certifying that, that (i) as of the Closing Date and after giving effect to the initial Loans and transactions hereunder, (i) each Obligor hereunder such Borrower is and shall be Solvent; (ii) no Default or Event of Default exists or would result from this Agreement or other Loan Documents becoming effective in accordance with its or their respective termshas occurred and is continuing; (iii) the representations and warranties set forth in Section 8 the Loan Documents are true and correct in all respectsmaterial respects as of such date; and (iv) such Obligor has complied with all agreements and conditions as to any other factual matters as may be satisfied reasonably requested by it under the Loan DocumentsAgent. (e) The Lenders Agent shall have received a certificate of each Obligor, dated the Closing Date and executed by a duly authorized officer of each Borrowersuch Obligor, certifying (i) that attached copies of each such BorrowerObligor’s Organic Documents are true and complete, and in full force and effect, without amendment except as shown, shown as of the Closing Date; (ii) that an attached copy of resolutions of each such Obligor’s board of directors/managers (to or other managing body in the extent necessary under Applicable Law or applicable Organic Documentscase of an Obligor that is not a corporation) then in full force and effect, authorizing execution and delivery of the Loan Documents applicable to such Obligor, is true and complete, and that such resolutions are in full force and effect, were duly adopted, have not been amended, modified or revoked, and constitute all resolutions adopted with respect to this credit facility, ; and (iii) to the title, name and signature of each Person authorized to sign the act with respect to each Loan Documents. The Lenders may conclusively rely on this certificate until it is otherwise notified Document to be executed by the applicable Obligor in writingsuch Obligor. (f) The Lenders Agent shall have received a written opinion of ▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to Agent. (g) Agent shall have received copies of the charter documents of each Obligor, certified as appropriate by the Secretary of State or another other appropriate official of such Obligor’s jurisdiction of organization. The Lenders Agent shall have received good standing certificates for each Obligor, issued by the Secretary of State or other appropriate official of such Obligor’s jurisdiction of organization. (g) The Lenders shall have received an opinion organization and each jurisdiction where such Obligor’s conduct of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel to the Borrowers, as to such matters as the Collateral Agent may reasonably requestbusiness or ownership of Property necessitates qualification. (h) The Lenders Agent shall have received a copy certificate of insurance, together with the financial statements and the financial projections described endorsements thereto in Section 8.1.7 hereof. (i) [Intentionally omitted.] (j) Borrowers shall have paid all feeseach case, costs and expenses which are payable pursuant as to the terms hereof to Lenders on the Closing Date. (k) The Collateral Agent shall have received Lien Waiversinsurance required by Section 8.6.2, each in form and substance reasonably satisfactory to the Collateral Agent, as it may request, in respect of (a) the following locations: . (i) ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇Each Borrower shall have provided, ▇▇in form and substance reasonably satisfactory to Agent and each Lender, all documentation and other information as Agent or any Lender deems appropriate in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and Beneficial Ownership Regulation. ▇▇▇▇▇▇If any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, Utah 84770, it shall have provided a Beneficial Ownership Certification to Agent and (ii) 13085, 13039 and ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, and (b) the imported goods that ▇▇▇▇▇▇▇▇▇▇ International Service has been engaged by the Borrowers Lenders in relation to facilitate the import ofsuch Borrower. (1j) The Agent shall have completed its business, financial and legal due diligence of Obligors, including a roll-forward of its previous field examination, with results reasonably satisfactory to Agent. In the reasonable discretion of Agent, there shall not have occurred any material adverse change in the financial condition of any Obligor or in the quality, quantity or value of any Collateral since December 31, 2020. (k) Borrowers shall have paid all reasonable and documented out-of-pocket fees and expenses due and payable to Agent and Lenders pursuant to Section 3.4 and for which invoices have been presented prior to the Closing Date. (l) Agent shall have received evidence that (i) a Borrowing Base Report as of September 30, 2021. After giving effect to the Term A initial funding of Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under and issuance of Letters of Credit and the 2009 Debenture Intercreditor Agreementpayment by Borrowers of all fees and expenses incurred in connection herewith and with all of the Obligors’ indebtedness, liabilities and (ii) the Term B Loans under this Agreement have been designated as “Additional Priority Permitted Debt” under the 2009 Debenture Intercreditor Agreementobligations current. Availability shall be at least $20,000,000.