Contract analysis

I. Background and Recitals Reference is hereby made to that certain Amended and Restated Credit Agreement, dated as of April 7, 2022 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Senior Credit Agreement"), among Stonefield Logistics Group Inc., a Delaware corporation (the "Borrower"), Whitmore National Bank, N.A., a national banking association, in its cap

II. Defined Terms Capitalized terms used but not otherwise defined in this Consent shall have the respective meanings ascribed to such terms in the Senior Credit Agreement. In addition, the following terms shall have the meanings set forth below for purposes of this Consent: "Amendment No. 3" means Amendment No. 3 to the Senior Credit Agreement, to be entered into among the Borrower, the Administrative Agent, and the

III. Consent A. Grant of Consent to Mezzanine Financing Transactions The Administrative Agent, acting at the direction of the Required Lenders under the Senior Credit Agreement, hereby consents to each of the Mezzanine Financing Transactions, and specifically consents to the following: (a) Incurrence of Mezzanine Indebtedness. The incurrence by the Borrower of the Mezzanine Indebtedness in an aggregate principal amou

IV. Conditions to Effectiveness of Consent This Consent shall become effective on the Consent Effective Date, which shall occur only upon the satisfaction (or waiver by the Administrative Agent acting at the direction of the Required Lenders) of each of the following conditions precedent: Condition 1: Execution and Delivery of Amendment No. 3 Amendment No. 3 to the Senior Credit Agreement shall have been duly execute

V. Limitations on Consent This Consent is limited in its entirety to the specific matters expressly described herein and shall not be deemed to constitute a consent to, approval of, or waiver of any other action, transaction, event, condition, or circumstance, whether or not similar to the Mezzanine Financing Transactions. Without limiting the generality of the foregoing, this Consent shall not constitute a consent t

VI. Representations by Administrative Agent The Administrative Agent represents and warrants to the Borrower that it has been duly directed by the Required Lenders (as defined in Section 1.01 of the Senior Credit Agreement) to deliver this Consent on behalf of the Senior Lenders in accordance with the applicable provisions of the Senior Credit Agreement governing the authority of the Administrative Agent to act at th

VII. Miscellaneous A. Governing Law This Consent shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). B. Counterparts. This Consent may be executed in one or more counterparts (including by means of facsimile