Contract analysis

Section 1.01 — Defined Terms Capitalized terms used but not otherwise defined in this Guaranty Agreement shall have the meanings assigned to such terms in the Credit Agreement. In addition to the terms defined elsewhere in this Guaranty Agreement, the following terms shall have the following meanings: "Administrative Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, in its capacity

Section 1.02 — Rules of Construction (a) Terms used in this Guaranty Agreement that are not defined herein but are defined in the Credit Agreement shall have the respective meanings assigned to such terms in the Credit Agreement. If a term is defined both in this Guaranty Agreement and in the Credit Agreement, the definition in this Guaranty Agreement shall control for purposes of this Guaranty Agreement. (b) All ref

Section 2.01 — Guaranty of the Guaranteed Obligations Each Guarantor hereby unconditionally and irrevocably guarantees, jointly and severally with each other Guarantor, to the Collateral Agent, for the ratable benefit of the Secured Parties, the full and punctual payment when due (whether at stated maturity, which is December 19, 2027, by acceleration, by mandatory prepayment (including, without limitation, the manda

Section 2.02 — Guaranty Absolute The obligations of each Guarantor hereunder are absolute and unconditional, irrespective of the value, genuineness, validity, regularity, or enforceability of the Guaranteed Obligations or any part thereof, or any other agreement or instrument referred to herein or therein. Without limiting the generality of the foregoing, the obligations of each Guarantor hereunder shall not be relea

Section 2.03 — Reinstatement The obligations of each Guarantor under this Guaranty Agreement shall be automatically reinstated if and to the extent that any payment received by any Secured Party in respect of the Guaranteed Obligations is at any time rescinded, avoided, set aside, or must be restored or returned by any Secured Party upon or in connection with the insolvency, bankruptcy, dissolution, liquidation, or r

Section 2.04 — Continuing Guaranty; Assignments This Guaranty Agreement is a continuing guaranty of payment and performance and shall remain in full force and effect until the later of (a) the date on which all Guaranteed Obligations have been indefeasibly paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), and (b) the date on which all commitments to extend

Section 2.05 — Demand by Collateral Agent Upon the occurrence and during the continuance of any Event of Default under the Credit Agreement (as defined therein), the Collateral Agent may, in its sole discretion, make demand for payment under this Guaranty Agreement upon any one or more of the Guarantors, jointly or severally, at any time and from time to time. The Collateral Agent shall not be obligated, as a conditi

Section 3.01 — Waiver of Defenses Each Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) promptness, diligence, and any requirement that the Collateral Agent or any Secured Party protect, secure, perfect, or insure any security interest or lien on any property subject thereto or exhaust any right or take any action against the Borrower, any other Guarantor

Section 3.02 — Waiver of Subrogation Until the Guaranteed Obligations are indefeasibly paid in full in cash and all commitments under the Credit Agreement are irrevocably terminated, each Guarantor hereby irrevocably waives any and all rights that it may now have or hereafter acquire against the Borrower, any other Guarantor, or any other Person that arise from the existence, payment, performance, or enforcement of s

Section 3.03 — Waiver of marshalling Each Guarantor hereby unconditionally and irrevocably waives all rights and remedies of marshalling of assets, including, without limitation, any right or requirement that the Collateral Agent or any Secured Party marshal any security given for any of the Guaranteed Obligations or resort to any collateral in any particular order, and agrees that the Collateral Agent and the Secure

Section 3.04 — Election of Remedies The election by the Collateral Agent or any Secured Party of any remedy against the Borrower, any Guarantor, any collateral, or any other Person, and any failure or delay by the Collateral Agent or any Secured Party in exercising any right, power, or privilege hereunder or under any other Loan Document, shall not impair, limit, prejudice, or otherwise affect any Guarantor's obligat

ARTICLE IV — REPRESENTATIONS AND WARRANTIES Each Guarantor hereby represents and warrants to the Collateral Agent and each Secured Party as follows, as of the date hereof and as of each date on which Loans are made under the Credit Agreement:

Section 4.01 — Organization and Good Standing Each Guarantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, as set forth below: (a) Stonefield Logistics Holdings LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; (b) Stonefield Freight Services LLC is a limited liability compa

Section 4.02 — Power and Authority Each Guarantor has all requisite corporate, limited liability company, or other organizational power and authority to (a) execute, deliver, and perform its obligations under this Guaranty Agreement and each other Loan Document to which it is a party, (b) own and operate its properties, and (c) carry on its business as now conducted. The execution and delivery of this Guaranty Agreem

Section 4.03 — Enforceability This Guaranty Agreement has been duly executed and delivered by each Guarantor and constitutes the legal, valid, and binding obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally,

Section 4.04 — No Conflicts The execution, delivery, and performance by each Guarantor of this Guaranty Agreement and each other Loan Document to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) violate any provision of the organizational documents of such Guarantor, including, as applicable, its certificate of formation, limited liability company

Section 4.05 — Governmental Approvals No authorization, consent, approval, license, franchise, permit, or exemption of, or filing, registration, qualification, or declaration with, any federal, state, local, or foreign governmental authority or regulatory body is required in connection with the execution, delivery, or performance of this Guaranty Agreement by any Guarantor, or with the legality, validity, binding eff

Section 4.06 — Benefit Each Guarantor acknowledges and confirms that (a) it will derive substantial direct and indirect benefit from the making of the Loans under the Credit Agreement and the other extensions of credit contemplated by the Loan Documents, including the availability of the super-priority facility in the aggregate principal amount of $55,000,000, (b) this Guaranty Agreement is given in consideration of

Section 4.07 — Solvency After giving effect to the transactions contemplated by this Guaranty Agreement, the Credit Agreement, and the other Loan Documents (including the incurrence of the Guaranteed Obligations and the granting of the guaranty hereunder), on the date hereof and on each date on which Loans are made under the Credit Agreement, each Guarantor, individually and together with its subsidiaries on a consol

ARTICLE V — COVENANTS Each Guarantor hereby covenants and agrees with the Collateral Agent and the Secured Parties as follows:

Section 5.01 — Incorporation of Credit Agreement Covenants Each Guarantor hereby covenants and agrees that it shall comply with and observe all covenants, terms, and conditions that are applicable to it under the Credit Agreement, including, without limitation, those covenants set forth in Articles VI and VII of the Credit Agreement (or such other articles of the Credit Agreement as may contain affirmative and negati

Section 5.02 — Maintenance of Existence Each Guarantor shall at all times preserve, renew, and maintain in full force and effect its legal existence and good standing under the laws of its jurisdiction of organization (Delaware, in the case of SLG Holdings and SLG Last Mile, and Texas, in the case of SLG Freight and SLG Warehousing), and its qualification to do business and good standing in each other jurisdiction wh

Section 5.03 — Notification of Default Each Guarantor shall promptly (and in any event within five (5) Business Days after any Responsible Officer of such Guarantor obtains knowledge thereof) notify the Collateral Agent in writing upon becoming aware of (a) the occurrence of any Event of Default or Default (as each such term is defined in the Credit Agreement), (b) any event, development, or circumstance that has had

Section 5.04 — Further Assurances Each Guarantor shall, at its own cost and expense, upon the reasonable request of the Collateral Agent, promptly execute and deliver, or cause to be executed and delivered, to the Collateral Agent such additional documents, instruments, agreements, certificates, and assurances as the Collateral Agent may from time to time reasonably request in order to carry out the purposes and inte

ARTICLE VI — SUBORDINATION OF INTERCOMPANY CLAIMS

Section 6.01 — Subordination Each Guarantor hereby agrees that any and all indebtedness, liabilities, and obligations of the Borrower or any other Guarantor now or hereafter owing to such Guarantor (collectively, "Intercompany Claims"), whether arising from loans, advances, capital contributions, management fees, intercompany charges, or otherwise, are hereby subordinated in right of payment to the prior indefeasible

Section 6.02 — Intercompany Notes If any Guarantor holds or at any time hereafter acquires any promissory note, instrument, or other evidence of any Intercompany Claim, such promissory note, instrument, or other evidence of indebtedness shall be conspicuously marked to reflect the subordination provisions of this Article VI and shall contain a legend in substantially the following form: "This instrument and the indeb

ARTICLE VII — COLLATERAL AGENT

Section 7.01 — Appointment Each Guarantor hereby acknowledges and confirms the appointment of Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, as Collateral Agent for the Secured Parties under and pursuant to the terms and conditions of the Credit Agreement, the Super-Priority Pledge and Security Agreement, and the other Loan Documents. Such appointment is more fully described in Article IX of

Section 7.02 — Collateral Agent's Rights The Collateral Agent shall have all rights, powers, immunities, and protections as are set forth in the Credit Agreement, including, without limitation, all rights of exculpation, limitation of liability, indemnification, and reimbursement as set forth therein, all of which are incorporated herein by reference for the benefit of the Collateral Agent as if fully set forth herei

Section 7.03 — Successor Collateral Agent Any successor Collateral Agent appointed pursuant to the terms of the Credit Agreement shall thereupon succeed to and become vested with all the rights, powers, privileges, and duties of the retiring or removed Collateral Agent under this Guaranty Agreement without any further act, deed, conveyance, transfer, or agreement on the part of any Guarantor, and the retiring or remo

Section 8.01 — Notices All notices, requests, demands, consents, instructions, and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be deemed to have been duly given or made when delivered in accordance with the notice provisions set forth in the Credit Agreement. For purposes of this Guaranty Agreement, notices shall be directed as follows: If to a

Section 8.02 — Amendments; Waivers No amendment, modification, termination, or waiver of any provision of this Guaranty Agreement, and no consent to any departure by any Guarantor therefrom, shall be effective unless the same shall be in writing and signed by the Collateral Agent (acting at the direction of the Required Lenders (as defined in the Credit Agreement)) and, in the case of any amendment, modification, or

Section 8.03 — Successors and Assigns This Guaranty Agreement shall be binding upon each Guarantor and its respective successors and permitted assigns, and shall inure to the benefit of the Collateral Agent, each Secured Party, and their respective successors, transferees, and assigns. No Guarantor may assign or transfer any of its rights or obligations under this Guaranty Agreement without the prior written consent

Section 8.04 — Governing Law THIS GUARANTY AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH

Section 8.05 — Jurisdiction; Venue (a) Each Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York sitting in the Borough of Manhattan (or, if such court lacks subject-matter jurisdiction, the Supreme Court of the State of New York, New York County) and any appellate court from any t

Section 8.06 — WAIVER OF JURY TRIAL EACH GUARANTOR AND THE COLLATERAL AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS GUARANTY AGREEMENT, THE GUARANTEED OBLIGATIONS, ANY OTHER LOAN DOCUMENT, OR THE TRANSAC

Section 8.07 — Severability If any provision of this Guaranty Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Guaranty Agreement, and this Guaranty Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. To the ex

Section 8.08 — Entire Agreement This Guaranty Agreement, together with the Credit Agreement, the Super-Priority Pledge and Security Agreement dated as of November 17, 2023, the Intercreditor Agreement, and the other Loan Documents, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, bo

Section 8.09 — Counterparts; Electronic Execution This Guaranty Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Guaranty Agreement by facsimile transmission, by electronic mail in portable docume

Section 8.10 — Headings Article and Section headings and the table of contents used herein are for convenience of reference only, are not part of this Guaranty Agreement, and shall not affect the construction of, or be taken into consideration in interpreting, this Guaranty Agreement.

Section 8.11 — Intercreditor Agreement Notwithstanding anything herein to the contrary, the liens, security interests, rights, and remedies of the Collateral Agent and the Secured Parties under this Guaranty Agreement and each other Loan Document are subject in all respects to the terms and provisions of the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among Belvedere Credit Opportuniti