SUPER-PRIORITY GUARANTY AGREEMENT
dated as of
November 17, 2023
by
Each of the Guarantors signatory hereto
(collectively, the "Guarantors")
in favor of
BELVEDERE CREDIT OPPORTUNITIES FUND LP
as Collateral Agent
for the benefit of the Secured Parties
In connection with that certain Super-Priority Credit Agreement dated as of November 17, 2023, among Stonefield Logistics Group Inc., a Delaware corporation, as Borrower, the Guarantors party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent, Collateral Agent, and Initial Lender
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SUPER-PRIORITY GUARANTY AGREEMENT
This SUPER-PRIORITY GUARANTY AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Guaranty Agreement"), dated as of November 17, 2023, is made by each of the Guarantors listed on the signature pages hereto (together with any entity that becomes a party hereto after the date hereof pursuant to the terms of the Credit Agreement (as defined below), collectively, the "Guarantors" and each individually a "Guarantor"), in favor of Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, in its capacity as Collateral Agent (as defined below) for the benefit of the Secured Parties (as defined below).
RECITALS
WHEREAS, Stonefield Logistics Group Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Borrower"), the Lenders from time to time party thereto, and Belvedere Credit Opportunities Fund LP, a Delaware limited partnership ("Belvedere"), in its capacity as Administrative Agent and Collateral Agent, have entered into that certain Super-Priority Credit Agreement dated as of November 17, 2023 (as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the "Credit Agreement"), pursuant to which the Lenders have agreed to provide a super-priority term loan facility to the Borrower in an aggregate principal amount of Fifty-Five Million Dollars ($55,000,000), consisting of (i) initial term loans in an aggregate principal amount of Forty-Five Million Dollars ($45,000,000) funded on the Closing Date, and (ii) delayed-draw term loans in an aggregate principal amount of up to Ten Million Dollars ($10,000,000), available to be drawn during the Delayed-Draw Availability Period, in each case upon the terms and subject to the conditions set forth therein;
WHEREAS, each Guarantor is a direct or indirect wholly-owned subsidiary of the Borrower, and as such, each Guarantor will derive substantial direct and indirect benefits from the extensions of credit to the Borrower under the Credit Agreement. The Guarantors consist of the following entities: (i) Stonefield Logistics Holdings LLC, a Delaware limited liability company ("SLG Holdings"); (ii) Stonefield Freight Services LLC, a Texas limited liability company ("SLG Freight"); (iii) Stonefield Last Mile Inc., a Delaware corporation ("SLG Last Mile"); and (iv) Stonefield Warehousing LLC, a Texas limited liability company ("SLG Warehousing");
WHEREAS, the proceeds of the Loans under the Credit Agreement will be used to provide critical liquidity to the Borrower and its subsidiaries in connection with the Borrower's consensual out-of-court restructuring, including for working capital purposes, to fund professional fees and expenses, and for other general corporate purposes as set forth in the Credit Agreement. Each Guarantor acknowledges that it will derive substantial direct and indirect benefits from the making of the Loans, including the preservation and enhancement of the enterprise value of the Borrower and its subsidiaries, the continuation of the integrated logistics platform across all operating subsidiaries, and the maintenance of critical vendor, customer, and employee relationships;
WHEREAS, it is a condition precedent to the Lenders' obligations to make the initial Loans under the Credit Agreement on the Closing Date, as set forth in Article V of the Credit Agreement, that each Guarantor execute and deliver this Guaranty Agreement in favor of the Collateral Agent for the benefit of the Secured Parties;
WHEREAS, the Lenders would not have agreed to make the Loans and extend the commitments under the Credit Agreement unless each Guarantor agreed to execute and deliver this Guaranty Agreement;
WHEREAS, this Guaranty Agreement is one of the "Loan Documents" as defined in the Credit Agreement and is subject to the terms and provisions of the Amended and Restated Intercreditor Agreement dated as of November 10, 2023 (as may be amended, restated, supplemented, or otherwise modified from time to time, the "Intercreditor Agreement"), among Belvedere Credit Opportunities Fund LP, in its capacity as Super-Priority Agent, Pinnacle National Bank, N.A., a national banking association, in its capacity as First Lien Agent, and Stonefield Logistics Group Inc.; and
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained herein, the extensions of credit made and to be made under the Credit Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Guarantor, each Guarantor hereby agrees as follows:
ARTICLE I — DEFINITIONS
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 as administrative agent for the Lenders under the Credit Agreement, and any successor administrative agent appointed pursuant to the terms of the Credit Agreement.
"Borrower" means Stonefield Logistics Group Inc., a Delaware corporation (EIN: 83-2457109), with its principal executive offices located at 4200 Commerce Street, Suite 1500, Dallas, Texas 75201, and its registered agent in the State of Delaware being Capitol Registered Agents, Inc., located at 1209 Orange Street, Wilmington, Delaware 19801.
"Collateral Agent" means Belvedere Credit Opportunities Fund LP, a Delaware limited partnership, in its capacity as collateral agent for the Secured Parties under the Credit Agreement and the other Loan Documents, and any successor collateral agent appointed pursuant to the terms of the Credit Agreement.
"Credit Agreement" means the Super-Priority Credit Agreement dated as of November 17, 2023, among the Borrower, the Lenders from time to time party thereto, and Belvedere Credit Opportunities Fund LP, as Administrative Agent and Collateral Agent, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
"Guaranteed Obligations" means all Obligations (as defined in the Credit Agreement), including, without limitation, (a) all principal amounts outstanding under the Credit Agreement, whether in respect of the initial term loans (in an aggregate principal amount of $45,000,000) or the delayed-draw term loans (in an aggregate principal amount of up to $10,000,000), in each case aggregating up to $55,000,000 in total facility commitments, (b) all interest accrued and accruing thereon (at a rate equal to the Adjusted Term SOFR Rate plus 700 basis points per annum, subject to a SOFR floor of 100 basis points), including default interest, (c) all fees payable under the Credit Agreement, including the commitment fee of 1.00% per annum on the average daily undrawn amount of the delayed-draw term loan commitments, the upfront fee, the exit fee, and any other fees set forth therein, (d) all costs, expenses, and indemnification obligations payable by the Borrower or any Guarantor under the Credit Agreement or any other Loan Document, (e) all other amounts owing or payable by the Borrower or any Guarantor under the Credit Agreement, any Notes, and each other Loan Document, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, whether or not from time to time decreased or extinguished and later increased, created, or incurred, and including all such amounts that would become due and payable but for the operation of the automatic stay under Section 362(a) of the United States Bankruptcy Code (11 U.S.C. § 362(a)) or any similar provision of any applicable law.
"Guarantors" means, collectively, (i) Stonefield Logistics Holdings LLC, a Delaware limited liability company, (ii) Stonefield Freight Services LLC, a Texas limited liability company, (iii) Stonefield Last Mile Inc., a Delaware corporation, and (iv) Stonefield Warehousing LLC, a Texas limited liability company, together with any other entity that becomes a party to this Guaranty Agreement after the date hereof pursuant to the terms of the Credit Agreement, and each individually a "Guarantor."
"Guaranty Agreement" means this Super-Priority Guaranty Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement dated as of November 10, 2023, among Belvedere Credit Opportunities Fund LP, in its capacity as Super-Priority Agent, Pinnacle National Bank, N.A., in its capacity as First Lien Agent, and Stonefield Logistics Group Inc., as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement and includes, without limitation, (a) the Credit Agreement, (b) this Guaranty Agreement, (c) the Super-Priority Pledge and Security Agreement dated as of November 17, 2023, among the Borrower, the Guarantors, and the Collateral Agent, (d) any Notes issued pursuant to the Credit Agreement, and (e) all other agreements, instruments, documents, and certificates executed and delivered in connection with the foregoing.
"Secured Parties" means, collectively, (a) the Administrative Agent, (b) the Collateral Agent, (c) each Lender from time to time party to the Credit Agreement, and (d) each other Person that is designated as a "Secured Party" under the Credit Agreement or any other Loan Document.
"SLG Freight" means Stonefield Freight Services LLC, a Texas limited liability company.
"SLG Holdings" means Stonefield Logistics Holdings LLC, a Delaware limited liability company.
"SLG Last Mile" means Stonefield Last Mile Inc., a Delaware corporation.
"SLG Warehousing" means Stonefield Warehousing LLC, a Texas limited liability company.
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 references to Articles, Sections, Exhibits, Annexes, and Schedules are to Articles, Sections, Exhibits, Annexes, and Schedules of this Guaranty Agreement unless the context otherwise requires.
(c) Unless otherwise defined herein, terms defined in the Uniform Commercial Code as in effect from time to time in the State of New York ("UCC") are used herein as so defined.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall."
(e) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms.
(f) Headings and captions used in this Guaranty Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Guaranty Agreement.
(g) Unless the context otherwise requires, any reference herein to any Person shall include such Person's successors and permitted assigns.
(h) All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations.
(i) All references to any instrument or agreement shall include any and all amendments, modifications, extensions, renewals, restatements, supplements, and replacements thereof or thereto, to the extent permitted hereunder and under the Credit Agreement.
ARTICLE II — GUARANTY
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 mandatory prepayment triggered by the 75% excess cash flow sweep above $20,000,000 in consolidated liquidity, asset sale prepayments, and casualty event prepayments), by optional prepayment (subject to the applicable call protection premiums of 103% during the first twelve months following the Closing Date, 102% during months thirteen through twenty-four, 101% during months twenty-five through thirty-six, and par thereafter), or otherwise in accordance with the terms of the Credit Agreement) of all Guaranteed Obligations, whether for principal, interest (including post-petition interest accruing after the commencement of any bankruptcy or insolvency proceeding, whether or not such interest is an allowed claim in such proceeding), premium, fees, costs, expenses, indemnification, or otherwise.
This Guaranty Agreement is a guaranty of payment and performance and not merely of collection. Each Guarantor agrees that its obligations hereunder are primary, direct, and unconditional, and that such obligations are independent of and separate from the obligations of the Borrower and each other Guarantor with respect to the Guaranteed Obligations. The liability of each Guarantor hereunder shall be irrespective of the validity, regularity, or enforceability of the Credit Agreement, the Notes, or any other Loan Document, or the absence of any action to enforce the same, or any waiver or consent by any Secured Party with respect to any provision thereof, or the recovery of any judgment against the Borrower, or any other action to enforce the same, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.
Each Guarantor further agrees that, to the extent that the Borrower or another Guarantor makes a payment or payments to any Secured Party, which payment or payments (or any part thereof) are subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid to the Borrower, such other Guarantor, or a trustee, receiver, or any other party in connection with any bankruptcy, insolvency, reorganization, receivership, or similar proceeding, or otherwise, then to the extent of such payment or repayment, the Guaranteed Obligations (or part thereof) intended to have been satisfied shall be revived and continued in full force and effect as if such payment or payments had not been made.
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 released, discharged, diminished, impaired, reduced, or otherwise affected by, and each Guarantor hereby consents to and agrees to be bound notwithstanding, the occurrence of any one or more of the following events, whether or not with notice to or the consent of any Guarantor:
(a) any extension, renewal, settlement, compromise, waiver, discharge, or release of any obligation of the Borrower or any other Guarantor under the Credit Agreement, any Note, or any other Loan Document, whether in respect of any of the Guaranteed Obligations or otherwise;
(b) any modification, amendment, waiver, or supplement to, or any consent to departure from, the Credit Agreement or any other Loan Document, including, without limitation, any change in the interest rate applicable to the Loans from the Adjusted Term SOFR Rate plus 700 basis points (or any component thereof), any modification of the stated maturity date of December 19, 2027, any change to the original issue discount, any increase or decrease in the aggregate principal amount of the Loans, or any adjustment to the delayed-draw term loan commitment amount, the delayed-draw availability period, the commitment fee rate, or the call protection schedule;
(c) any release, impairment, exchange, substitution, or non-perfection of any collateral securing any of the Guaranteed Obligations, including, without limitation, any collateral granted under the Super-Priority Pledge and Security Agreement dated as of November 17, 2023, or any other Loan Document, or any release, amendment, or waiver of, or consent to departure from, any other guaranty or support agreement for all or any of the Guaranteed Obligations;
(d) any change in the corporate existence, structure, or ownership of the Borrower or any Guarantor, or any insolvency, bankruptcy, reorganization, or similar proceeding affecting the Borrower or any Guarantor or their respective assets, including, without limitation, any such change occurring in connection with the mezzanine equitization contemplated by the Restructuring Support Agreement, any change of control of the Borrower, any merger, consolidation, dissolution, liquidation, winding-up, or restructuring of the Borrower or any Guarantor, or any sale or transfer of all or substantially all of the assets of the Borrower or any Guarantor;
(e) the existence of any claim, set-off, defense (other than a defense of payment or performance), counterclaim, or cross-claim that the Borrower or any Guarantor may at any time have against any Secured Party, the Collateral Agent, the Administrative Agent, or any other Person, whether in connection with this Guaranty Agreement, the Guaranteed Obligations, the transactions contemplated by the Loan Documents, or any unrelated transaction;
(f) the commencement of any insolvency, bankruptcy, receivership, reorganization, assignment for the benefit of creditors, liquidation, or similar proceeding by or against the Borrower, any Guarantor, or any other Person, whether under Chapter 7, Chapter 11, or Chapter 15 of the United States Bankruptcy Code or under any other applicable federal, state, or foreign law relating to insolvency, bankruptcy, or the relief of debtors;
(g) any other circumstance (including, without limitation, any statute of limitations) or any existence of, or reliance on, any representation by any Secured Party that might otherwise constitute a defense available to, or discharge of, the Borrower, any Guarantor, or any other guarantor or surety in respect of the Guaranteed Obligations; and
(h) any act or omission of the Collateral Agent, the Administrative Agent, or any other Secured Party, whether or not such act or omission could be deemed negligent, including any failure by the Collateral Agent to protect, secure, perfect, or insure any lien on any property subject thereto, any failure to exercise any right or remedy under any Loan Document, or any failure to preserve the value of any collateral.
Without limiting the generality of the foregoing, each Guarantor's obligations under this Guaranty Agreement shall not be discharged, impaired, or otherwise affected by any defense arising out of any suretyship law (including, without limitation, Article 14 of the New York Civil Practice Law and Rules, Section 49 of the New York General Obligations Law, or any analogous or similar provision of any other applicable law), in each case as it applies to the obligations of any Guarantor hereunder.
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 reorganization of the Borrower, any Guarantor, or any other Person, or upon or as a result of the appointment of a receiver, intervenor, custodian, or conservator of, or trustee or similar officer for, the Borrower, any Guarantor, or any other Person or any substantial part of its property, or as a result of any settlement or compromise with any Person (including the Borrower or any Guarantor) in respect of any such payment, or otherwise, all as though such payment had not been made. Each Guarantor agrees that it will not be entitled to any right of subrogation, reimbursement, contribution, or indemnity in respect of any such reinstated obligations until the Guaranteed Obligations are indefeasibly paid in full in cash and all commitments under the Credit Agreement have been permanently terminated.
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 credit under the Credit Agreement have been irrevocably terminated. Upon such indefeasible payment in full and termination, the Collateral Agent shall, at the written request and sole expense of the Guarantors, execute and deliver to the Guarantors such documents and instruments as may be reasonably necessary to evidence the termination of this Guaranty Agreement.
This Guaranty Agreement shall be binding upon each Guarantor and its successors and assigns, and shall inure to the benefit of the Collateral Agent, the Secured Parties, and their respective successors, transferees, and assigns. Without limiting the generality of the foregoing, each Lender may, in accordance with the terms of the Credit Agreement, assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement (including its rights under this Guaranty Agreement) to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to such Lender herein or otherwise.
No Guarantor may assign or otherwise transfer any of its rights or obligations under this Guaranty Agreement without the prior written consent of the Collateral Agent (acting at the direction of the Required Lenders under the Credit Agreement), and any purported assignment or transfer in violation of this provision shall be null and void and of no force or effect.
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 condition of making any such demand or enforcing any rights hereunder, to (a) first make demand upon or seek to enforce remedies against the Borrower, (b) first make demand upon or seek to enforce remedies against any other Guarantor, (c) first resort to or exhaust any collateral held by any Secured Party for all or any part of the Guaranteed Obligations, (d) first pursue any other right or remedy available to the Collateral Agent or any Secured Party, or (e) take any other action or join any other Person as a party in any action. All such rights and remedies shall be cumulative and not exclusive of any other rights or remedies provided hereunder, under the Credit Agreement, under any other Loan Document, at law, in equity, or otherwise.
ARTICLE III — WAIVERS
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, or any other Person or any collateral, and notice of acceptance of this Guaranty Agreement, and notice of any Loans made, letters of credit issued, commitments extended, or other financial accommodations provided under the Credit Agreement;
(b) demand of payment, presentment for payment, protest, notice of protest, notice of dishonor, and notice of non-payment or failure to perform or observe on the part of the Borrower or any other Guarantor with respect to the Guaranteed Obligations;
(c) notice of the creation, renewal, extension, accrual, reclassification, modification, or increase of the Guaranteed Obligations, and notice of any amendment, supplement, restatement, or modification of the Credit Agreement or any other Loan Document, and notice of the terms and conditions of the Credit Agreement and the other Loan Documents;
(d) any right to require the Collateral Agent or any Secured Party to (i) proceed against the Borrower, (ii) proceed against or exhaust any security held from the Borrower or any other Guarantor, (iii) proceed against any other Guarantor, or (iv) pursue any other remedy in the Collateral Agent's or any Secured Party's power whatsoever, before proceeding against any Guarantor under this Guaranty Agreement;
(e) any defense arising by reason of any disability, lack of authority, or lack of corporate, limited liability company, or other organizational power of the Borrower or any other Guarantor, or the invalidity, irregularity, or unenforceability of the Guaranteed Obligations or any part thereof from any cause, or any defect in the organization of the Borrower or any Guarantor, or any defense of the Borrower or any Guarantor other than payment and performance of the Guaranteed Obligations;
(f) any defense based upon any failure of any Secured Party, the Collateral Agent, or the Administrative Agent to disclose to any Guarantor any information relating to the business, condition (financial or otherwise), operations, performance, assets, nature of assets, liabilities, or prospects of the Borrower or any of its subsidiaries, whether now known or hereafter known to the Collateral Agent or any Secured Party, it being understood and agreed that each Guarantor has adequate means of obtaining such information directly from the Borrower on a continuing basis and assumes the responsibility for being and remaining informed of the financial condition of the Borrower and its subsidiaries and all other circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations; and
(g) any defense based on any statute of limitations in any action under or related to this Guaranty Agreement or any Loan Document, and any right to interpose any defense (other than the defense of payment and performance), setoff, or counterclaim of any nature or description in any action or proceeding arising hereunder or with respect to this Guaranty Agreement.
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 such Guarantor's obligations under this Guaranty Agreement or under any other Loan Document, including, without limitation, (a) any right of subrogation, (b) any right of reimbursement, (c) any right of exoneration, (d) any right of contribution, (e) any right of indemnity, and (f) any other right or claim (including, without limitation, any claim for damages) that such Guarantor may now have or hereafter acquire against the Borrower or any other Guarantor relating to this Guaranty Agreement or the Guaranteed Obligations.
Each Guarantor further waives any right to enforce any remedy that any Secured Party now has or may hereafter have against the Borrower or any other Guarantor, and waives any benefit of, or right to participate in, any security or collateral given to or for the benefit of any Secured Party.
If, notwithstanding the foregoing, any amount shall be paid to any Guarantor on account of any subrogation, contribution, reimbursement, indemnification, or similar rights at any time when the Guaranteed Obligations have not been indefeasibly paid in full in cash, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other funds of such Guarantor, and shall be forthwith paid over to the Collateral Agent in the same form as so received (with any necessary endorsement) to be credited and applied, in whole or in part, to the Guaranteed Obligations in accordance with the terms of the Credit Agreement, whether matured or unmatured, or held as collateral for the Guaranteed Obligations thereafter arising, all as determined by the Collateral Agent in its sole discretion.
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 Secured Parties may, in their sole discretion, realize upon any collateral or any part thereof in any order and in any manner consistent with the Loan Documents and applicable law.
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 obligations under this Guaranty Agreement, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. All rights, powers, and remedies of the Collateral Agent and the Secured Parties are cumulative and not exclusive of any other rights, powers, or remedies provided hereunder, under any other Loan Document, at law, in equity, or otherwise.
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 company duly organized, validly existing, and in good standing under the laws of the State of Texas;
(c) Stonefield Last Mile Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware; and
(d) Stonefield Warehousing LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Texas.
Each Guarantor is duly qualified and authorized to do business and is in good standing as a foreign entity in each jurisdiction where the ownership, leasing, or operation of its properties or the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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 Agreement by each Guarantor, and the performance by each Guarantor of its obligations hereunder, have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of such Guarantor, and no further approval, consent, authorization, or other action by, or filing with, any Person (including any member, manager, shareholder, director, or partner of such Guarantor) is required in connection with the execution, delivery, or performance of this Guaranty Agreement by such Guarantor, other than approvals, consents, authorizations, or filings that have already been obtained or made.
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, and (b) general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
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 agreement, certificate of incorporation, bylaws, or equivalent organizational document;
(b) violate any law, statute, rule, regulation, order, writ, judgment, injunction, decree, or determination of any governmental authority applicable to or binding upon such Guarantor or any of its properties or assets;
(c) result in any breach of, constitute a default (or an event that, with the giving of notice, the passage of time, or both, would constitute a default) under, or give rise to any right of termination, amendment, acceleration, or cancellation under, any material agreement, contract, or instrument to which such Guarantor is a party or by which any of its properties or assets are bound, including, without limitation, the Amended and Restated First Lien Credit Agreement dated as of December 1, 2023, the Intercreditor Agreement, and any material lease, license, or operating agreement; or
(d) result in the creation or imposition of any lien, charge, pledge, security interest, or encumbrance of any kind on any of the properties or assets of such Guarantor, other than (i) liens created under or permitted by the Credit Agreement and the Super-Priority Pledge and Security Agreement dated as of November 17, 2023, and (ii) liens permitted under the Credit Agreement.
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 effect, or enforceability of this Guaranty Agreement, except for (a) filings that may be required under the Uniform Commercial Code in the applicable jurisdictions in connection with the perfection of security interests contemplated by the Loan Documents, and (b) such other authorizations, consents, approvals, licenses, exemptions, filings, or registrations that have already been obtained or made and are in full force and effect.
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 the benefits to be derived by each Guarantor from such Loans and extensions of credit, (c) the making of the Loans and the other extensions of credit under the Credit Agreement are essential to the continued viability, liquidity, and operations of the Borrower and its subsidiaries (including each Guarantor), and (d) the integrated nature of the Borrower's and its subsidiaries' operations means that the financial well-being of each Guarantor is directly dependent upon the financial well-being of the Borrower and each other subsidiary.
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 consolidated basis:
(a) is and will be solvent (i.e., the fair value of its assets exceeds its liabilities, including contingent liabilities);
(b) has and will have assets with a fair saleable value in excess of the amount that will be required to pay its liabilities (including contingent liabilities) as they become absolute and mature;
(c) is and will be able to pay its debts and obligations (including contingent debts and obligations) as they mature in the ordinary course of business; and
(d) does not and will not have unreasonably small capital with which to conduct its business as presently conducted and as proposed to be conducted following the date hereof.
For purposes of this Section 4.07, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
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 negative covenants applicable to Subsidiary Guarantors), in each case as if such covenants were set forth herein in full, mutatis mutandis. The covenants incorporated by reference pursuant to this Section 5.01 include, without limitation, covenants relating to the delivery of financial statements, certificates, and notices, maintenance of insurance, compliance with laws, payment of taxes and other obligations, maintenance of properties and assets, and limitations on indebtedness, liens, investments, restricted payments, and dispositions of assets.
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 where the ownership, leasing, or operation of its properties or the nature of its business makes such qualification necessary, except (a) where the failure to maintain such qualification (other than in its jurisdiction of organization) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (b) as otherwise permitted by the Credit Agreement (including, without limitation, any merger, consolidation, dissolution, or other transaction expressly permitted under the terms of the Credit Agreement).
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 or would reasonably be expected to have a Material Adverse Effect, or (c) any material litigation, investigation, or proceeding commenced or threatened against any Guarantor. Each such notice shall describe with reasonable specificity the nature and status of such event, default, development, circumstance, litigation, investigation, or proceeding, and the actions taken or proposed to be taken by the applicable Guarantor in respect thereof.
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 intent of this Guaranty Agreement and to more fully effectuate the guaranty, rights, and remedies contemplated hereby, including, without limitation, the execution and delivery of supplemental guaranty agreements, financing statements, and such other instruments as may be necessary or desirable to evidence, confirm, or perfect the obligations of the Guarantors hereunder.
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 payment in full in cash of all Guaranteed Obligations. The subordination provisions of this Section 6.01 shall be effective and enforceable regardless of whether any such Intercompany Claim is evidenced by a promissory note, book entry, intercompany account, or otherwise, and regardless of whether the holder of any such Intercompany Claim has notice of the existence of this Guaranty Agreement or the terms hereof.
Notwithstanding the foregoing, so long as no Event of Default has occurred and is continuing under the Credit Agreement, each Guarantor may receive payments on account of Intercompany Claims to the extent such payments are permitted under the terms of the Credit Agreement (including, without limitation, any provisions relating to intercompany transactions and restricted payments). Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, any payment or distribution of any kind or character, whether in cash, property, securities, or otherwise, received by any Guarantor on account of any Intercompany Claim shall be received and held in trust by such Guarantor for the benefit of the Secured Parties and shall be promptly turned over to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) for application to the Guaranteed Obligations in accordance with the terms of the Credit Agreement, whether matured or unmatured, as determined by the Collateral Agent in its sole discretion.
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 indebtedness evidenced hereby are subordinated to the prior indefeasible payment in full in cash of all Guaranteed Obligations (as defined in the Super-Priority Guaranty Agreement dated as of November 17, 2023) pursuant to the terms of such Super-Priority Guaranty Agreement."
Upon the request of the Collateral Agent at any time during the continuance of an Event of Default under the Credit Agreement, each Guarantor shall deliver to the Collateral Agent all promissory notes, instruments, and other evidence of any Intercompany Claims, together with all necessary endorsements and assignments, duly executed in blank, and the Collateral Agent shall hold such promissory notes, instruments, and other evidence of indebtedness as additional collateral for the Guaranteed Obligations. The Collateral Agent shall return any such promissory notes, instruments, and other evidence of indebtedness to the applicable Guarantor upon the cure or waiver of all Events of Default then outstanding, unless the Guaranteed Obligations have been declared due and payable or the Collateral Agent has otherwise commenced enforcement proceedings.
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 the Credit Agreement (or such other article of the Credit Agreement addressing the role and responsibilities of the Collateral Agent), the terms of which are incorporated herein by reference and shall apply to this Guaranty Agreement as if set forth herein in full, mutatis mutandis. The Collateral Agent's principal office is located at 450 Lexington Avenue, 30th Floor, New York, New York 10017.
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 herein. Without limiting the generality of the foregoing:
(a) The Collateral Agent shall not be liable for any action taken or omitted to be taken by it under or in connection with this Guaranty Agreement or any other Loan Document, except for its own gross negligence, bad faith, or willful misconduct as determined by a final non-appealable judgment of a court of competent jurisdiction;
(b) The Collateral Agent shall not be deemed to have knowledge or notice of any Default or Event of Default unless and until the Collateral Agent shall have received written notice thereof from a Lender, the Borrower, or a Guarantor;
(c) The Collateral Agent shall be entitled to rely upon any notice, request, certificate, consent, statement, instrument, document, or other writing (including any electronic message, posting, or other distribution) believed by it in good faith to be genuine and to have been signed, sent, or otherwise authenticated by the proper Person; and
(d) The Collateral Agent may perform any and all of its duties and exercise its rights and powers under this Guaranty Agreement by or through any one or more sub-agents, attorneys-in-fact, or other agents appointed by the Collateral Agent, and the provisions of this Section 7.02 shall apply to any such sub-agent, attorney-in-fact, or other agent.
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 removed Collateral Agent shall thereupon be discharged from its duties and obligations under this Guaranty Agreement. Each Guarantor agrees that it will execute and deliver, or cause to be executed and delivered, such documents and instruments as may be reasonably requested by any successor Collateral Agent in order to effectuate any such succession.
ARTICLE VIII — MISCELLANEOUS
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 any Guarantor:
c/o Stonefield Logistics Group Inc. 4200 Commerce Street, Suite 1500 Dallas, Texas 75201
Attention: Howard Kessler, General Counsel
Telephone: (214) 555-8900
Email: hkessler@stonefieldlogistics.com
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 599 Lexington Avenue New York, New York 10022
Attention: Nathaniel Bower
Telephone: (212) 555-4300
Email: nbower@calderwoodharkness.com
If to the Collateral Agent:
Belvedere Credit Opportunities Fund LP 450 Lexington Avenue, 30th Floor New York, New York 10017
Attention: Christopher Hartigan, Managing Partner
Telephone: (212) 555-7700
Email: chartigan@belvederecredit.com
with a copy (which shall not constitute notice) to:
Thornbury McCaffrey LLP 375 Park Avenue, 25th Floor New York, New York 10152
Attention: Alan Driscoll
Telephone: (212) 555-6100
Email: adriscoll@thornburymccaffrey.com
(subject to ethical wall protocols arising from Thornbury McCaffrey LLP's concurrent representation of the mezzanine ad hoc group)
Any party hereto may change its address, email address, or other contact information for notices by providing written notice of such change in accordance with this Section 8.01.
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 termination, by each Guarantor affected thereby. Each such amendment, modification, termination, or waiver shall be effective only in the specific instance and for the specific purpose for which it was given. No failure or delay by the Collateral Agent or any Secured Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
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 of the Collateral Agent. Any assignment or transfer in violation of this Section 8.03 shall be null and void and of no force or effect.
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 SHALL APPLY HERETO).
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 thereof, in any action, suit, or proceeding arising out of or relating to this Guaranty Agreement, the Guaranteed Obligations, or any other Loan Document, and each Guarantor hereby irrevocably and unconditionally agrees that all claims in respect of any such action, suit, or proceeding shall be heard and determined in such courts.
(b) Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action, suit, or proceeding arising out of or relating to this Guaranty Agreement, the Guaranteed Obligations, or any other Loan Document in any court referred to in paragraph (a) of this Section 8.05.
(c) Each Guarantor hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of any such action, suit, or proceeding in any such court.
(d) Each Guarantor consents to service of process in the manner provided for notices in Section 8.01 of this Guaranty Agreement. Nothing in this Guaranty Agreement shall affect the right of the Collateral Agent or any Secured Party to serve process in any other manner permitted by applicable law.
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 TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.06.
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 extent permitted by applicable law, each Guarantor waives any provision of law that renders any provision of this Guaranty Agreement invalid, illegal, or unenforceable in any respect. If any provision of this Guaranty Agreement is so broad as to be unenforceable, it is the intention of the parties hereto that such provision shall be interpreted to be only so broad as to be enforceable.
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, both written and oral, among the parties hereto with respect to the subject matter hereof. Each Guarantor acknowledges that, in entering into this Guaranty Agreement, it has not relied on any representation, warranty, covenant, or agreement not set forth herein or in the Credit Agreement or the other Loan Documents.
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 document format (".pdf"), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, shall be effective as delivery of a manually executed counterpart of this Guaranty Agreement. The words "execution," "signed," "signature," and words of like import in this Guaranty Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
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 Opportunities Fund LP, in its capacity as Super-Priority Agent, Pinnacle National Bank, N.A., in its capacity as First Lien Agent, and Stonefield Logistics Group Inc.,