Ex. 10.1


EXECUTION VERSION


 


SIXTH
AMENDMENT AND JOINDER TO CREDIT AGREEMENT


 


SIXTH
AMENDMENT AND JOINDER TO CREDIT AGREEMENT (this “Amendment”) dated as of October 5, 2016, by and
among


 


WELLS FARGO
BANK, NATIONAL ASSOCIATION, successor by merger to WELLS FARGO RETAIL FINANCE, LLC (“U.S. Lender”),


 


WELLS FARGO
CAPITAL FINANCE CORPORATION CANADA (“Canadian Lender” and together with the U.S. Lender, the “Lenders”
and each a “Lender”),


 


GREAT AMERICAN
GROUP WF, LLC, a California limited liability company (“Original Borrower”),


 


GA
Retail, Inc., a California corporation, together with any other affiliate of Original Borrower party to the Credit Agreement
from time to time as a borrower (such affiliates, together with Original Borrower, each a “U.S. Borrower” and
collectively “U.S. Borrowers”; also sometimes referred to herein as the “Existing Borrowers”),
and


 


GA RETAIL CANADA,
ULC, a British Columbia unlimited company (the “Canadian Borrower” and, together with the Existing Borrowers,
the “Borrowers”; the Borrowers, together with Riley Financial (defined below), Great American (defined below),
and/or any Subsidiary of any of the foregoing which is or which becomes a party to any Loan Document from time to time, the “Credit
Parties”).


 


WHEREAS:


 


A.            U.S.
Borrowers and U.S. Lender are party to that certain Second Amended & Restated Credit Agreement dated as of July 15, 2013 (as
amended by that certain First Amendment to Credit Agreement and Limited Consent and Waiver, dated May 28, 2014, as further amended
by that certain Second Amendment to Credit Agreement, dated as of August 28, 2014, as further amended by that certain Third Amendment
to Credit Agreement and that certain Joinder to Loan Documents each dated as of February 5, 2015, as further amended by that certain
Fourth Amendment to Credit Agreement, dated as of February 19, 2015, as further amended by that certain Fifth Amendment to Credit
Agreement, dated as of June 10, 2016, and as may be further amended, restated, supplemented or otherwise modified, renewed or replaced
from time to time, the “Credit Agreement”), pursuant to which U.S. Lender agreed, subject to the terms and conditions
thereof, to extend credit and make certain other financial accommodations available to the Existing Borrowers;


 


B.            The
U.S. Borrowers have requested that the Canadian Borrower be added as a Borrower under the Credit Agreement (the “Joinder”),
and the Canadian Borrower has agreed to do so in this Agreement, in connection with which, the Canadian Lender has also agreed,
pursuant to its execution of this Agreement, to become a party to the Credit Agreement in accordance with the terms hereof;


 


C.            B.
Riley Financial, Inc., a Delaware corporation, f/k/a Great American Group, Inc., a Delaware corporation (“Riley Financial”)
and Great American Group, LLC, a California limited liability company (“Great American”) are parties to that
certain Third Amended and Restated Guaranty dated as of July 15, 2013 (as may be amended, restated, supplemented or otherwise modified,
renewed or replaced from time to time, the “Guaranty”), pursuant to which Riley Financial and Great American
jointly and severally guaranteed to U.S. Lender payment of (among other things) obligations under the Credit Agreement and other
Loan Documents upon the terms set forth the Guaranty;


 




     


     


    

 


C.            Credit
Parties have requested, in connection with the Joinder, that Lenders agree to effect certain amendments to the Credit Agreement,
all as more specifically set forth herein, and Lenders are willing to effect such amendment on the terms and conditions hereinafter
set forth.


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants herein contained, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties signatory hereto agree as follows:


 


1.           Definitions.
Capitalized terms not otherwise defined herein shall have the respective meanings given such terms in the Credit Agreement.


 


2.           Amendments
to Credit Agreement. Effective as of the Effective Date, the Credit Agreement is hereby amended as follows:


 


		(a)	The Credit Agreement is hereby amended to delete the stricken
text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached hereto as Annex I.



 


		(b)	The following Schedules, Exhibits and Annexes to the Credit
Agreement are hereby deleted in their entirety and replaced by the corresponding Schedules, Exhibits and Annexes attached hereto
as Annex II:



 


(i)          Annex
B (Letters of Credit);


 


(ii)         Exhibit
2.1.1 (Form of Notice of Revolving Credit Advance);


 


(iii)        Exhibit
2.1.2 (Form of Notice of Letter of Credit Request);


 


(iv)        Exhibit
2.1(a)(ii) (Form of Lender’s Offer); and


 


(v)         Schedules
A, 2.1, 2.1(a)(i), 2.6, 4.8, 4.17 and 5.2.


 


3.           Borrower
Joinder.


 


(a)            The
Canadian Borrower hereby:


 


(i)          acknowledges
and agrees that it has received and reviewed a copy of the Credit Agreement, the Notes, the Equity Pledge Agreement, the Security
Agreements, the other Collateral Documents, and each of the other Loan Documents;


 


(ii)         joins
in the execution of, and becomes a party to the Credit Agreement, the Notes, the Equity Pledge Agreement, and the Security Agreements;
and


 




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(iii)        assumes
and agrees to perform all applicable duties and Obligations of a Borrower and Credit Party under the Credit Agreement, the Notes,
the Equity Pledge Agreement, and the Security Agreements.


 


(b)            Without
in any manner limiting the generality of clause (a) above, the Canadian Borrower hereby covenants and agrees that:


 


(i)          Canadian
Borrower shall be bound by all covenants (other than covenants which specifically relate solely to an earlier date), agreements,
liabilities and acknowledgments of a Borrower under the Credit Agreement, the Notes, the Equity Pledge Agreement, and the Security
Agreements, in each case, with the same force and effect as if such Canadian Borrower were a signatory thereto and were expressly
named therein; and


 


(ii)         to
secure the prompt and complete payment, performance and observance of all of the Obligations and all renewals, extensions, restructurings
and refinancings thereof, and in its capacity as, jointly and severally, individually and collectively with the Original Borrower,
the “Grantor” (as defined in the Security Agreement), pursuant to Section 2 of the Security Agreement, the Canadian
Borrower hereby grants, mortgages, pledges and hypothecates to the U.S. Lender, a Lien upon all of its right, title and interest
in, to and under the Collateral, and hereby authorizes the U.S. Lender and/or its representatives to file such UCC financing statements
as the U.S. Lender may determine to be appropriate in connection therewith.


 


4.           Amendments
to Security Documents and Equity Pledge Agreement. Effective as of the Effective Date, each of the Security Documents and the
Equity Pledge Agreement is hereby amended by adding the covenant and corresponding defined terms set forth is Annex III.


 


5.           Representations
and Warranties. Borrowers represent and warrant to Lenders that:


 


(a)          the
representations and warranties set forth in the Credit Agreement and in each of the other Loan Documents are true and correct on
and as of the date hereof, as though made on such date, and as if each reference therein to “this Agreement” or the
“Credit Agreement” or the like includes reference to this Amendment and the Credit Agreement as amended hereby (except
to the extent that such representations and warranties expressly relate to an earlier date, in which case they are true and correct
as of such earlier date);


 


(b)          the
execution, delivery and performance of this Amendment by each Credit Party (i) are all within such Credit Party’s corporate
powers, (ii) are not in contravention of any Laws or the terms of such Credit Party’s Organizational Documents, or any indenture,
agreement or undertaking to which such Credit Party is a party or by which such Credit Party or its property is bound, and (iii)
shall not result in the creation or imposition of any lien, claim, charge or encumbrance upon any of the Collateral, except in
favor of U.S. Lender pursuant to the Credit Agreement and the other Loan Documents as amended hereby;


 


(c)          this
Amendment and each other agreement or instrument to be executed and delivered by Credit Parties in connection herewith have been
duly authorized, executed and delivered by all necessary action on the part of such Credit Party and, if necessary, its stockholders,
as the case may be, and the agreements and obligations of each Credit Party contained herein and therein constitute the legal,
valid and binding obligations of such Credit Party, enforceable against it in accordance with their terms, except as enforceability
is limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditor’s rights
generally and by general principles of equity;


 




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(d)          after
giving effect to this Amendment, no Default or Event of Default exists as of the date hereof; and


 


(e)          no
action of, or filing with, or consent of any Governmental Authority, and no approval or consent of any other party (other than,
in each case, actions, filings or consents that have already been taken, made or obtained) is required to authorize, or is otherwise
required in connection with, the execution, delivery and performance of this Amendment.


 


6.           Conditions
Precedent. The amendments set forth in this Amendment shall not be effective until each of the following conditions precedent
are satisfied in a manner satisfactory to Lenders (the “Effective Date”):


 


(a)           receipt
by Lenders of this Amendment, duly authorized and executed by each Credit Party;


 


(b)           to
the extent invoiced, reimbursement or payment of all reasonable out-of-pocket expenses (including, without limitation, reasonable
fees and expenses of Choate, Hall & Stewart LLP and Norton Rose Fulbright Canada LLP, counsel to the Lenders) required to be
reimbursed or paid by Credit Parties pursuant to the terms of the Credit Agreement, including, without limitation and Lender Expenses
pursuant to Section 11.4 of the Credit Agreement;


 


(c)           after
giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing, nor shall any Default or
Event of Default result from the consummation of the transactions contemplated herein;


 


(d)           all
action on the part of the Canadian Borrower and the other Credit Parties necessary for the valid execution, delivery and performance
by the Canadian Borrower of this Amendment and all other documentation, instruments, and agreements required to be executed in
connection herewith shall have been duly and effectively taken and evidence thereof reasonably satisfactory to the Lenders shall
have been provided to the Lenders;


 


(e)            the
Canadian Borrower (and each other Credit Party, to the extent requested by the Lenders) shall each have delivered the following
to the Lenders, in form and substance reasonably satisfactory to the Lenders:


 


(i)          a
Perfection Certificate with respect to the Canadian Borrower;


 


(ii)         a
certificate good standing issued by its jurisdiction of incorporation;


 


(iii)        a
certificate of an authorized officer of the due adoption, continued effectiveness, and setting forth the text, of each corporate
resolution adopted in connection with the assumption of obligations under the Credit Agreement and the other Loan Documents to
which it is a party, including, pursuant to the Joinder, and attesting to the true signatures of each Person authorized as a signatory
to any of such Loan Documents, together with true and accurate copies of all Organizational Documents; and


 




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(iv)        execution
and delivery by Canadian Borrower of the Canadian Security Agreement, as well as all such other documents, agreements and certificates
as the Lenders may reasonably require;


 


(f)           the
Lenders, upon their reasonable request, shall have received a favorable written legal opinion of the Credit Parties' counsel addressed
to the Lenders, covering such matters relating to the Canadian Borrower, the Loan Documents and/or the transactions contemplated
thereby as the Lenders shall reasonably request;


 


(g)           the
Lenders shall have received all documents and instruments required by law or requested by the Lenders to create or perfect the
first priority Lien with respect to the Canadian Borrower (subject only to Permitted Encumbrances having priority by operation
of applicable Law) intended to be created under the Loan Documents and all such documents and instruments shall have been so filed,
registered or recorded or other arrangements reasonably satisfactory to the Lenders;


 


(h)           the
Credit Parties shall have executed and delivered to the Lenders such additional documents, instruments, and agreements as the Lenders
may reasonably request in connection herewith; and


 


(i)            all
orders, permissions, consents, approvals, licenses, authorizations and validations of, and filings, recordings and registrations
with, and exemptions by, any Governmental Authority, or any other Person required to authorize or otherwise required in connection
with the execution, delivery and performance by each Credit Party of this Amendment and the transactions contemplated, shall have
been obtained and shall be in full force and effect.


 


7.           Effect
on Loan Documents. As amended hereby, the Credit Agreement and the other Loan Documents shall be and remain in full force and
effect in accordance with their terms and hereby are ratified and confirmed by each Credit Party in all respects. The execution,
delivery, and performance of this Amendment shall not operate as a waiver of any right, power, or remedy of Lenders under the Credit
Agreement or the other Loan Documents. Each Credit Party hereby ratifies and confirms in all respects all of its obligations and
any prior grant of a security interest under the Credit Agreement and the other Loan Documents to which it is a party, including
pursuant to the Joinder.


 


8.           Further
Assurances. Each Credit Party shall execute and deliver all agreements, documents and instruments, each in form and substance
satisfactory to Lenders, and take all actions as Lenders may reasonably request from time to time, to perfect and maintain the
perfection and priority of the security interest in the Collateral held by Lenders and to fully consummate the transactions contemplated
under this Amendment and the Credit Agreement, as modified hereby.


 


9.           Release.
Each Credit Party hereby remises, releases, acquits, satisfies and forever discharges Lenders, its agents, employees, officers,
directors, predecessors, attorneys and all others acting on behalf of or at the direction of Lenders, of and from any and all manner
of actions, causes of action, suit, debts, accounts, covenants, contracts, controversies, agreements, variances, damages, judgments,
claims and demands whatsoever, in law or in equity, which any of such parties ever had, or now has, to the extent arising from
or in connection with any act, omission or state of facts taken or existing on or prior to the date hereof, against Lenders, its
agents, employees, officers, directors, attorneys and all persons acting on behalf of or at the direction of Lenders (“Releasees”),
for, upon or by reason of any matter, cause or thing whatsoever through the date hereof. Without limiting the generality of the
foregoing, each Credit Party waives and affirmatively agrees not to allege or otherwise pursue any defenses, affirmative defenses,
counterclaims, claims, causes of action, setoffs or other rights they have or may have as of the date hereof, including, but not
limited to, the rights to contest any conduct of Lenders or other Releasees on or prior to the date hereof.


 




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10.         No
Novation; Entire Agreement. This Amendment is not a novation or discharge of the terms and provisions of the obligations of
Credit Parties under the Credit Agreement and the other Loan Documents. There are no other understandings, express or implied,
among Credit Parties and Lenders regarding the subject matter hereof or thereof.


 


11.         Governing
Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS,
WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.


 


12.         Counterparts;
Electronic Execution. This Amendment may be executed in any number of counterparts and by different parties and separate counterparts,
each of which when so executed and delivered shall be deemed an original, and all of which, when taken together, shall constitute
one and the same instrument. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or other electronic
transmission shall be as effective as delivery of a manually executed counterpart of this Amendment. Any party delivering an executed
counterpart of this Amendment by facsimile or other electronic transmission also shall deliver a manually executed counterpart
of this Amendment but the failure to deliver a manually executed counterpart shall not affect the validity, enforceability, and
binding effect of this Amendment.


 


13.         Construction.
This Amendment and the Credit Agreement shall be construed collectively and in the event that any term, provision or condition
of any of such documents is inconsistent with or contradictory to any term, provision or condition of any other such document,
the terms, provisions and conditions of this Amendment shall supersede and control the terms, provisions and conditions of the
Credit Agreement. Upon and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”,
“hereunder”, “herein”, “hereof” or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, “therein”,
“thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement
as modified hereby.


 


[Signature Pages Follow]


 




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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed as of the date first above written.


 


	 	GREAT AMERICAN GROUP WF, LLC, a California limited liability company
	 	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name:  Phillip J. Ahn
	 	Title:  CFO/COO
	 	 
	 	gA RETAIL, Inc., a California corporation
	 	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name:  Phillip J. Ahn
	 	Title:  Secretary
	 	 
	 	GA Retail Canada, ULC, an unlimited liability company formed under the laws of the Province of British Columbia
	 	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name:  Phillip J. Ahn
	 	Title:  Director & Secretary


 


[Signature Page to Sixth Amendment to Credit Agreement]


 




     


     


    

 


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Joseph Burt
	 	Name: Joseph Burt
	 	Title: Director 
	 	 
	 	WELLS FARGO CAPITAL FINANCE CORPORATION CANADA 
	 	 	 
	 	By:	/s/David G. Phillips
	 	Name: David G. Phillips
	 	Title: Senior Vice President Credit Officer, Canada Wells Fargo Capital Finance Corporation Canada


 


[Signature Page to Sixth Amendment to Credit Agreement]


 




     


     


    

 


ACKNOWLEDGEMENT AND AGREEMENT


 


Each of the undersigned hereby acknowledges and agrees to the
provisions of the foregoing Amendment applicable to it, including but not limited to the releases set forth in Section 7.


 


	 	B. RILEY FINANCIAL, INC., a Delaware corporation

                     (f/k/a Great American Group, Inc.)

	 	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name:  Phillip J. Ahn
	 	Title:  CFO/COO
	 	 
	 	great american group, llc, a California limited liability company
	 	 	 
	 	By:	/s/ Phillip J. Ahn
	 	Name:  Phillip J. Ahn
	 	Title:  CFO/COO


 


[Signature Page to Sixth Amendment to Credit Agreement]


 




     


     


    

 


Annex I


 


Conformed Credit Agreement


  






     


     


    

 


[CONFORMED COPY –
THROUGH FIFTH Amendment]


SIXTH AMENDMENT]


 


SECOND AMENDED & RESTATED
CREDIT AGREEMENT


 


Dated as of July 15, 2013


 


between


 


GREAT AMERICAN GROUP WF, LLC,


 


as a Borrower,


 


certain other Borrowers who may
become party hereto


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,


 


as the
U.S. Lender


 


NOTE: THIS CONFORMED
COPY IS FOR INFORMATIONAL/REFERENCE PURPOSES 


ONLY. PLEASE REFER
BACK TO EXECUTED CREDIT AGREEMENT AND ANY 


AMENDMENTS IN ORDER
TO DETERMINE LEGAL RIGHTS OF ANY PERSON.


 


Wells
Fargo Capital Finance Corporation Canada


 


as the Canadian
Lender


 




     


     


    

 


TABLE OF CONTENTS


 


	SECTION	PAGE
	 	 	 
	1.	DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION	2
	1.1	Definitions	2
	1.2	Certain Matters of Construction	27
	2.	AMOUNT AND TERMS OF CREDIT	28
	2.1	Advances and Letters of Credit	28
	2.2	Use of Proceeds	32
	2.3	Maturity of Advances	32
	2.4	Interest and Letter of Credit Fees	32
	2.5	Fees	35
	2.6	Cash Management Systems	36
	2.7	Payments	38
	2.8	Application and Allocation of Payments	39
	2.9	Loan Account and Accounting	40
	2.10	Disbursements & Disbursement Account	41
	2.11	Indemnity	41
	2.12	Access	42
	2.13	Taxes	42
	2.14	Capital Requirements	44
	2.15	Communication with Accountants and Other Professionals	44
	2.16	Designation of Original Borrower as Borrowers’ Agent	44
	2.17	Joint and Several Liability of Borrowers	45
	2.18	Joinders	47
	2.19	Currency Matters	47
	3.	CONDITIONS PRECEDENT	48
	3.1	Conditions to the Occurrence of the Restatement Date	48
	3.2	Conditions to each Inventory, Other Assets Advance and Letter of Credit	49
	3.3	Further Conditions to Each Liquidation Borrowing	50
	4.	REPRESENTATIONS AND WARRANTIES	51
	4.1	Limited Liability Company Existence; Compliance with Law	51
	4.2	Executive Offices; FEIN; Organizational Number	52
	4.3	Company Power, Authorization, Enforceable Obligations	52
	4.4	Material Adverse Effect	52
	4.5	Agreements Entered Into by Borrowers	52
	4.6	Ownership of Property; Liens	53
	4.7	Operations of Borrower	53
	4.8	Ventures, Subsidiaries and Affiliates, and Indebtedness	53
	4.9	Requirements of Law	53
	4.10	Margin Regulations	53
	4.11	Taxes	54
	4.12	ERISA and Canadian Plans	54
	4.13	No Litigation	54
	4.14	Brokers	54
	4.15	Full Disclosure	54
	4.16	Environmental Matters	54
	4.17	Deposit and Disbursement Accounts	55


 




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	4.18	Government Contracts	55
	4.19	Solvency; Fraudulent Transfer	55
	4.20	Liquidation Sales Agreements	55
	4.21	Patriot Act, Foreign Assets, Etc.	56
	4.22	No Events of Default	56
	4.23	Use of Proceeds	56
	4.24	Investments	56
	4.25	Indebtedness	56
	4.26	GAG Purchase Agreement	56
	5.	FINANCIAL STATEMENTS AND INFORMATION	57
	5.1	Reports and Notices	57
	5.2	Reports Relating to Liquidation Sales	57
	5.3	Financial Reports and SEC Filings	57
	6.	AFFIRMATIVE COVENANTS	58
	6.1	Maintenance of Existence and Conduct of Business	58
	6.2	Payment of Obligations	58
	6.3	Books and Records	59
	6.4	Insurance	59
	6.5	Compliance with Laws	59
	6.6	Supplemental Disclosure	60
	6.7	Intellectual Property	60
	6.8	Environmental Matters	60
	6.9	Further Assurances	60
	6.10	Liquidation Related Agreements	61
	6.11	Investment Proceeds, Etc	61
	6.12	Immediate Notice to Lenderthe Lenders	61
	6.13	Solvency	62
	6.14	Tax Matters	62
	6.15	Borrower’s Activities	62
	6.16	Applications under the CCAA and BIA	63
	7.	NEGATIVE COVENANTS	63
	7.1	Mergers, Subsidiaries, Etc.	63
	7.2	Liquidation Related Agreements	63
	7.3	Investments, Loans and Advances	63
	7.4	Indebtedness	64
	7.5	Affiliate Transactions	64
	7.6	Capital Structure and Business	64
	7.7	Guaranteed Indebtedness	64
	7.8	Liens	64
	7.9	Sale of Membership Interests and Assets	64
	7.10	ERISA	65
	7.11	Hazardous Materials	65
	7.12	Sale-Leasebacks	65
	7.13	Cancellation of Indebtedness	65
	7.14	Restricted Payments	65
	7.15	Change of Company Name or Location; Change of Fiscal Year	65
	7.16	No Speculative Transactions	65
	7.17	Leases	65
	7.18	Change of Control	65


 




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	7.19	Accounting Methods	65
	7.20	Suspension	66
	7.21	Benefit Plans	66
	7.22	Preferred Stock	66
	7.23	Canadian Pension Plans	66
	8.	TERM	66
	8.1	Termination	66
	8.2	Survival of Obligations Upon Termination of Financing Arrangements	66
	9.	EVENTS OF DEFAULT; RIGHTS AND REMEDIES	66
	9.1	Events of Default	66
	9.2	Remedies	68
	9.3	Remedies Cumulative	69
	9.4	Waivers by Borrower	69
	10.	SUCCESSORS AND ASSIGNS	69
	11.	MISCELLANEOUS	70
	11.1	Complete Agreement; Modification of Agreement	70
	11.2	Amendments	70
	11.3	Releases	70
	11.4	Fees and Expenses	70
	11.5	Tax and Expenses	70
	11.6	No Waiver	71
	11.7	Remedies	71
	11.8	Severability	71
	11.9	Conflict of Terms	71
	11.10	Confidentiality	71
	11.11	CHOICE OF LAW AND VENUE	71
	11.12	Notices	72
	11.13	Section Headings	73
	11.14	Counterparts; Telefacsimile Execution	73
	11.15	WAIVER OF JURY TRIAL	73
	11.16	Press Releases	74
	11.17	Reinstatement	74
	11.18	Advice of Counsel	74
	11.19	No Strict Construction	74
	11.20	Effectiveness	74
	11.21	Intentionally Deleted	74
	11.22	Right of Set-Off	74
	11.23	Pledges To Federal Reserve Banks	74
	11.24	USA Patriot Act Notice	75
	11.25	Canadian Anti-Money Laundering Legislation	75
	11.26	No Joint Venture	75
	11.27	Judgment Currency	75
	11.28	Appointment for Perfection	75
	11.29	Loss Sharing	75
	11.26	Amendment & Restatement	76
	11.31	Appointment of Hypothecary Representative	76


 




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INDEX OF ANNEXES, EXHIBITS AND SCHEDULES


 


	Annexes	 
	Annex A 	Schedule of Documents
	Annex B	Provisions Governing Letters of Credit
	 	 
	Exhibits	 
	Exhibit 2.1-1 	Form of Notice of Revolving Credit Advance 
	Exhibit 2.1-2 	Form of Notice of Letter of Credit Request 
	Exhibit 2.1(a)(i) 	Form of Liquidation Loan Proposal
	Exhibit 2.1(a)(ii)	Form of Lender’s Offer
	Exhibit 2.1(i)	Form of Note
	Exhibit 10.3	Form of Assignment and Acceptance
	 	 
	Schedules	 
	Schedule A 	Borrower’s Authorized Representatives
	Schedule 2.1	Lender’s Representative
	Schedule 2.1(a)(i)	Due Diligence Requirements for Each Proposed Revolving Credit Advance
	Schedule 2.6	Cash Management Banks and Accounts & DDA’s
	Schedule 4.8 	List of Great American’s Respective Affiliates 
	Schedule 4.17	Deposit and Disbursement Accounts
	Schedule 5.2 	Reporting Requirements for Each Liquidation Sale 


 




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THIS SECOND AMENDED &
RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of July 15, 2013, by and among GREAT AMERICAN
GROUP WF, LLC, a California limited liability company (“Original Borrower”), any other affiliate or
subsidiary of Original Borrower that becomes a party hereto from time to time (such affiliates, together with
Original Borrower, “Borrower” and collectively “Borrowers”) and WELLS FARGO BANK, NATIONAL
ASSOCIATION, successor by merger to WELLS FARGO RETAIL FINANCE, LLC (“U.S. Lender”).


 


RECITALS


 


A.           Defined terms
used in these Recitals without definition are as defined in Section 1.1 hereof.


 


B.           Original Borrower
is a wholly-owned Subsidiary of Great American and may conduct Liquidation Sales of certain Retail Inventory and Other Assets of
various Merchants, all of which may be financed in part by the Applicable Lender, in the
Applicable Lender’s discretion, pursuant to this Agreement.


 


C.           Original Borrower
conducts such Liquidation Sales pursuant to certain Liquidation Sales Agreements between a Merchant and Original Borrower or a
Liquidator JV. When a Liquidation Sale is conducted through a Liquidator JV, Original Borrower participates in such Liquidation
Sale pursuant to an Agency Agreement, with the other members of the Liquidator JV. The terms of the Agency Agreements set forth
the relative rights, obligations, and duties of the various joint venturers party thereto and establish provisions for the sharing
of payments and other interests among such joint venturers.


 


D.           In conducting
the Liquidation Sales, the applicable Liquidator will be obligated to make certain payments as consideration for the purchase by
such Liquidator of the Retail Inventory or Other Assets covered by the applicable Liquidation Sales Agreements and/or the right
to conduct the going out of business, liquidation, store closing sales, or other sales contemplated by such Liquidation Sales Agreements.


 


E.           Original Borrower
and U.S. Lender have previously entered into that certain Credit Agreement, dated as of
October 21, 2008, as amended and restated by that certain First Amended and Restated Credit Agreement dated December 8, 2010
among Original Borrower, U.S. Lender and GA Asset Advisors (the “Existing Credit
Agreement”) pursuant to which U.S. Lender agreed, on an uncommitted basis, to
provide loans and letters of credit to finance a portion of the payments Original Borrower and GA Asset Advisors were required
to make under certain Liquidation Sales Agreements.


 


F.           Original Borrower
and GA Asset Advisors have asked U.S. Lender, and U.S.
Lender has agreed, to amend and restate the Existing Credit Agreement in its entirety by this Agreement in order to provide for
(i) the removal of GA Asset Advisors from the Existing Credit Agreement, (ii) the removal of the ability of Borrowers
to receive Inventory Advances, Other Asset Advances or Letters of Credit in connection with the conduct of Liquidation Sales in
the United Kingdom, and (iii) to make certain other amendments, all pursuant to and on the terms and conditions set forth
herein, including Section 11.2630
hereof.


 




    	 	- 1 -	 



     


    

 


G.           Borrowers acknowledge
that: (i) each Lender is entering into this Agreement on an uncommitted and discretionary
basis, with no obligation to fund any Inventory Advance, Other Assets Advance, or to cause the issuance of any Letter of Credit;
provided, however, that if a Lender does fund an Inventory Advance,
such Lender may commit to fund Total Expense Advances or Sales Tax Advances in connection therewith; and (ii) the making
by a Lender of any Inventory Advance or Other Assets Advance, or the issuance of any Letter
of Credit, requested hereunder shall not obligate, or represent a commitment or promise by a Lender,
to make any future Revolving Credit Advances or cause the issuance of any other Letter of Credit.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree that the Existing Credit
Agreement shall be amended and restated in its entirety and shall remain in full force and effect as set forth herein:


 


DEFINITIONS AND CERTAIN RULES OF CONSTRUCTION


Definitions. For all purposes of
this Agreement, capitalized terms used in this Agreement shall have (unless otherwise provided elsewhere in this Agreement) the
following respective meanings when used herein:


“Accounts”
shall mean all of any Borrower’s now owned or hereafter acquired right, title, and interest with respect to “accounts”
(as such term is defined from time to time in the Code, the PPSA or other Law applicable
to a Borrower), and any and all supporting obligations in respect thereof.


 


“ACH Transactions”
shall mean any cash management or related services (including the Automated Clearing House processing of electronic funds transfers
through the direct Federal Reserve Fedline system) provided by a Lender or its Affiliates
for the account of any Borrower and its Affiliates.


 


“Affiliate”
means as applied to any Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control
with, such Person. For purposes of this definition, “control” means the possession, directly or indirectly, of the
power to direct the management and policies of a Person, whether through the ownership of Capital Stock, by contract, or otherwise;
provided, however, that, for purposes hereof: (a) any Person which owns directly or indirectly 10% or more of the
securities having ordinary voting power for the election of directors or other members of the governing body of a Person or 10%
or more of the partnership or other ownership interests of a Person (other than as a limited partner of such Person) shall be deemed
to control such Person (except for any such Person who is a member of the Great American Group, in which case the foregoing “10%”
threshold shall instead be “40%” in all cases); (b) each director (or comparable manager) of a Person shall be deemed
to be an Affiliate of such Person; and (c) each partnership or joint venture in which a Person is a partner or joint venturer shall
be deemed to be an Affiliate of such Person; provided, however, no Person (other than a Credit Party or a Subsidiary of a Credit
Party) who is a party to any Liquidation Sales Agreement, or Liquidator Joint Venture Agreement (or any similar agreement or arrangement)
shall be deemed to be an “Affiliate” of a Borrower by virtue of being a party to such agreement or arrangement.


 


“Agency Agreement”
shall mean an Agency Agreement, entered into between a Liquidator and a Merchant in form and substance satisfactory to Lenderthe
Lenders (including without limitation as to compliance with all applicable Laws), pursuant to which a Liquidator is
given the right to conduct a Liquidation Sale.


 


“Agreement”
shall mean this Second Amended and Restated Credit Agreement, dated as of the date hereof, among Borrowers and the
U.S. Lender, including all annexes, exhibits and schedules, as it may subsequently be amended, restated, supplemented,
modified, replaced, or refinanced.


 




    	 	- 2 -	 



     


    

 


“Aggregate Consideration”
shall mean with respect to each Liquidation Sale conducted by a Borrower (or through a Liquidator JV), the sum of (A) 100% of the
cash consideration payable by a Borrower (including, but not limited to, a Borrower’s share of the consideration payable
by any Liquidator JV under a Liquidation Sales Agreement) under any Liquidation Sales Agreement (including, without limitation,
any Guaranteed Amount or Purchase Price), plus (B) the full undrawn amount of any Letter of Credit a Borrower or a Liquidator JV,
as applicable, is required to post under the applicable Liquidation Sales Agreement to ensure payment of any portion of the Guaranteed
Amount or Purchase Price which has not been paid in cash.


 


“Applicable
Lender” means (a) with respect to U.S. Revolving Credit Advances and U.S. Letters of Credit, the U.S. Lender and (b) with
respect to Canadian Revolving Credit Advances and Canadian Letters of Credit, the Canadian Lender.


 


“Authorized
Person” shall mean those Persons listed on Schedule A or any other individual designated in writing by such Person
to act on behalf of a Borrower.


 


“Auto-Extension
Letter of Credit” has the meaning set forth in Annex B. 


 


"BA
Equivalent Rate" means, on any day, the average rate per annum as reported on the Reuters Screen CDOR Page (or any successor
page or such other page or commercially available service displaying Canadian interbank bid rates for CAD bankers’ acceptances
as the Canadian Lender may designate from time to time, or if no such substitute service is available, the rate quoted by a Schedule
I bank under the Bank Act (Canada) selected by the Canadian Lender at which such bank is offering to purchase CAD bankers’
acceptances) as of 10:00 a.m. Eastern (Toronto) time on the date of commencement of the requested Interest Period, for a term,
and in an amount, comparable to the Interest Period and the amount of the BA Rate Loan requested by Canadian Borrower in accordance
with this Agreement (and, if any such reported rate is below zero, then the rate determined pursuant to this definition shall be
deemed to be zero). Each determination of the BA Equivalent Rate shall be made by the Canadian Lender and shall be conclusive in
the absence of manifest error.


 


"BA
Rate Loan" means each portion of the Revolving Loans that bears interest at a rate determined by reference to the BA Equivalent
Rate.


 


“Backend L/C”
shall mean a Letter of Credit which Liquidator is required to have issued for the benefit of the Merchant pursuant to a Liquidation
Sales Agreement in order to secure a final payment of the Guaranteed Amount or Purchase Price in connection with a Liquidation
Sale where the Liquidation Sales Agreement does not require the Liquidator to pay to the Merchant a substantial portion of the
Guaranteed Amount or Purchase Price upon the closing of the transaction.


 


“Backend L/C
Cash Collateral” has the meaning set forth in Annex B.


 


“Bank Product
Agreements” shall mean those certain cash management service agreements entered into from time to time by a Credit Party
in connection with any of the Bank Products.


“Bank Product
Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by a
Credit Party to Lenderthe Lenders or itstheir
Affiliates pursuant to or evidenced by the Bank Product Agreements and irrespective of whether for the payment of money, whether
direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, and including all such amounts
that a Credit Party is obligated to reimburse to Lenderthe
Lenders as a result of a Lender purchasing participations or executing indemnities
or reimbursement obligations with respect to the Bank Products provided to a Credit Party pursuant to the Bank Product Agreements.


 




    	 	- 3 -	 



     


    

 


“Bank Products”
means any service or facility extended to a Credit Party by a Lender or any Affiliate of
a Lender including: (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e)
ACH Transactions, (f) cash management, including controlled disbursement, accounts or services, (g) Hedge Agreements, or (h) Factored
Receivables and other arrangements with respect to the factoring, sale, put, or other conditional sale or transfer of any Accounts
of a Credit Party or accounts payable of a Credit Party.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code as in effect from time to time.


 


“Base LIBO Rate”
means the rate per annum, determined by the Applicable Lender in accordance with its customary
procedures, and utilizing such electronic or other quotation sources as it considers appropriate (rounded upwards, if necessary,
to the next 1/16%), on the basis of the rates at which Dollar deposits are offered to major banks in the London interbank market
on or about 1:00 p.m. (Boston, Massachusetts time) two Business Days prior to the commencement of the applicable Interest Period,
for a term and in amounts comparable to the Interest Period and amount of the LIBO Rate Loan requested by a Borrower in accordance
with this Agreement, which determination shall be conclusive in the absence of manifest error.


 


“Base
Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100 of 1%) equal to the greatest
of (a) the Prime Rate in effect on such day, (b) the LIBO Rate for a one month Interest Period as in effect on such day plus 1.00%
and (c) the Federal Funds Effective Rate in effect on such day plus 0.50%. The “Prime Rate” is a rate set by
Lender based upon various factors including Lender’s costs and desired return, general economic conditions and other factors,
and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change
in such rate announced by Lender shall take effect at the opening of business on the day specified in the public announcement
of such change. “Federal Funds Effective Rate” for any day, is the weighted average of the rates on overnight federal
funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations for the day for such transactions received by Lender from three federal funds brokers of recognized
standing selected by it. If Lender shall have determined (which determination shall be conclusive absent manifest error) that
it is unable to ascertain the Federal Funds Effective Rate for any reason, including the inability or failure of Lender to obtain
sufficient quotations in accordance with the terms of the definition thereof, the Base Rate shall be determined without regard
to clause (c) of the first sentence of this paragraph until the circumstances giving rise to such inability no longer exist. Any
change in the"Base Rate"
means (a) with respect to Revolving Credit Advances denominated in Dollars, U.S. Base Rate and (b) with respect to Revolving Credit
Advances denominated in CAD, Canadian Base Rate.


 


Base
Rate due to a change in the Prime Rate, the LIBO Rate or the Federal Funds Effective Rate shall be effective on the effective date
of such change in the Prime Rate, LIBO Rate or the Federal Funds Effective Rate, respectively.


 


“Benefit Plan”
means a “defined benefit plan” (as defined in Section 3(35) of ERISA) for which a Borrower or any ERISA Affiliate
of a Borrower has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years.


 


"BIA"
means the Bankruptcy and Insolvency Act (Canada) as amended from time to time (or any successor statute).


 


“Blocked Account”
shall have the meaning assigned to it in Section 2.6(e).


 




    	 	- 4 -	 



     


    

 


“Board of Directors”
means the board of directors (or comparable managers) of a Person or any committee thereof duly authorized to act on behalf thereof.


 


“Books”
shall mean all of each Borrower’s now owned or hereafter acquired books and records (including all of its Records indicating,
summarizing, or evidencing its assets (including the Collateral) or liabilities, all of each Borrower’s Records relating
to its business operations or financial condition, and all of its goods or General Intangibles related to such information).


 


“Borrower”
and “Borrowers” shall have the meanings given such terms in the Preamble hereto
and includes, for greater certainty, the Canadian Borrower as of the Sixth Amendment Effective Date.


 


“Borrower Equity
Amount” shall mean, with respect to each Liquidation Sale, the Aggregate Consideration to be provided for by a Borrower
in respect thereto less the aggregate Liquidation Borrowings to be made by the Applicable Lender
in respect thereto.


 


“Borrower Equity
Percentage” shall mean, with respect to each Liquidation Sale, the percentage ratio of the Borrower Equity Amount to
the Aggregate Consideration in respect thereto.


 


“Borrower Joinder”
shall mean a joinder agreement, in form and substance satisfactory to Lenderthe
Lenders, from a wholly-owned Subsidiary of Great American pursuant to which such Subsidiary joins this Agreement as
a Borrower. For greater certainty, the Sixth Amendment and Joinder to Credit Agreement, dated the
Sixth Amendment Effective Date, shall constitute a Borrower Joinder with respect to the Canadian Borrower.


 


“Budget”
shall mean, with respect to each Liquidation Sale, the budget for such Liquidation Sale prepared by a Borrower and delivered to
the Applicable Lender with the Liquidation Loan Proposal for such Liquidation Sale, together
with any modifications thereto agreed to in writing by a Borrower and the Applicable Lender,
all in such form and substance as may be reasonably acceptable to the Applicable Lender.


 


“Burdale”
means Burdale Financial Limited.


 


“Business Day”
shall mean any day that is not a Saturday, a Sunday or a day on which banks are required or permitted to be closed in the Commonwealth
of Massachusetts or the State of California; except that, for any Borrower, if a determination of a Business Day shall relate to
a LIBO Rate Loan, the term “Business Day” also shall exclude any day on which banks are closed for dealings in Dollar
deposits in the London interbank market.


 


“B. Riley”
means B. Riley and Co., LLC, a Delaware limited liability company.


 


"CAD"
or "C$" means the lawful currency of Canada.


 


"Canadian Anti-Money Laundering & Anti-Terrorism
Legislation" means the Criminal Code, R.S.C. 1985, c. C-46, The Proceeds of Crime (Money Laundering) and Terrorist
Financing Act, S.C. 2000, c. 17 and the United Nations Act, R.S.C. 1985, c.U-2 or any similar Canadian legislation,
together with all rules, regulations and interpretations thereunder or related thereto including the Regulations Implementing the
United Nations Resolutions on the Suppression of Terrorism and the United Nations Al-Qaida and Taliban Regulations promulgated
under the United Nations Act.


 




    	 	- 5 -	 



     


    

 


“Canadian
Base Rate” means, for any day, a rate per annum equal to the greater of (a) the BA Equivalent Rate existing on such day (which
rate shall be calculated based upon an Interest Period of 1 month), plus 1 percentage point, and (b) the “prime rate”
for CAD commercial loans made in Canada as reported by Thomson Reuters under Reuters Instrument Code <CAPRIME=> on the “CA
Prime Rate (Domestic Interest Rate) – Composite Display” page (or any successor page or such other commercially available
service or source (including the CAD “prime rate” announced by a Schedule I bank under the Bank Act (Canada))
as the Canadian Lender may designate from time to time). Each determination of the Canadian Base Rate shall be made by the Canadian
Lender and shall be conclusive in the absence of manifest error.


 


"Canadian
Benefit Plan" means all material employee benefit plans of any nature or kind whatsoever that are not Canadian Pension Plans
and are maintained or contributed to by a Credit Party.


 


“Canadian
Blocked Person” means any Person that is a “designated person”, “politically exposed foreign person”
or “terrorist group” as described in any Canadian Economic Sanctions and Export Control Laws.


 


“Canadian
Borrower” means GA RETAIL CANADA, ULC, an unlimited liability company formed under the laws of the Province of British Columbia.


 


“Canadian
Economic Sanctions and Export Control Laws” means any Canadian laws, regulations or orders governing transactions in controlled
goods or technologies or dealings with countries, entities, organizations, or individuals subject to economic sanctions and similar
measures, including the Special Economic Measures Act (Canada), the United Nations Act (Canada), the Freezing
Assets of Corrupt Foreign Officials Act (Canada), Part II.1 of the Criminal Code, (Canada) and the Export and Import
Permits Act (Canada), and any related regulations.


 


"Canadian
Issuing Bank" means WFCFCC.


 


“Canadian
Lender” means WFCFCC.


 


"Canadian
Letter of Credit" means a letter of credit issued by Canadian Issuing Bank for the account of a Canadian Borrower in either
Dollars or CAD.


 


"Canadian
L/C Usage" means, as of any date of determination, the aggregate undrawn amount of all outstanding Canadian Letters of Credit
minus any undrawn amount of any outstanding Canadian Letters of Credit previously calculated as Canadian L/C Usage that are subject
to Letter of Credit Collateralization on such date of determination.


 


"Canadian
Pension Plans" means each pension plan required to be registered under Canadian federal or provincial law that is maintained
or contributed to by a Credit Party for its employees or former employees but does not include the Canada Pension Plan or the Quebec
Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.


 


“Canadian
Priority Payable Reserves” means reserves established in the good faith credit discretion of the Applicable Lender for amounts
secured by any Liens, choate or inchoate, which rank or are capable of ranking in priority to the Lenders’ Liens and/or for
amounts which may represent costs relating to the enforcement of the Lenders’ Liens including, without limitation, in the
good faith credit discretion of the Lenders, any such amounts due and not paid for wages, vacation pay, amounts due and not paid
under any legislation relating to workers’ compensation or to employment insurance, all amounts deducted or withheld and
not paid and remitted when due under the Income Tax Act (Canada), amounts currently or past due and not paid for realty,
municipal or similar taxes, any and all solvency deficiencies, unfunded liabilities on wind-up or wind-up deficiencies in regards
to any Canadian Pension Plan which is a defined benefit plan (to the extent impacting personal or moveable property) and all amounts
currently or past due and not contributed, remitted or paid to any Canada Pension Plan, the Pension Benefits Act (Ontario)
or any similar legislation.


 




    	 	- 6 -	 



     


    

 


“Canadian
Revolving Credit Advance” shall have the meaning assigned to it in Section 2.1(a).


 


“Canadian
Security Agreement” means (a) the Security Agreement, dated as of the Sixth Amendment Effective Date, between Canadian Borrower
and the Applicable Lender, or (b) any deed of hypothec entered into from time to time between the Canadian Borrower and Applicable
Lender, in all cases, as it may subsequently be amended, restated, modified, supplemented, or replaced.


 


“Capital Lease”
shall mean a lease that is required to be capitalized for financial reporting purposes in accordance with GAAP.


 


“Capital Stock”
means with respect to any person, any and all shares of capital stock, any membership, partnership or other ownership interest
or any other class of stock or equity interests, participations or other equivalents in such Person (however designated, whether
voting or non-voting, general or limited) of such Person’s capital, whether now outstanding or issued after the Closing Date.


 


“Cash Collateralized”
has the meaning set forth in Annex B, Section 9.


 


“Cash Management
Account” shall have the meaning given such term in Section 2.6(a).


 


“Cash Management
Bank” shall have the meaning given such term in Section 2.6(a).


 


“CCAA”
means the Companies' Creditors Arrangement Act (Canada) as amended from time to time (or any successor statute).


 


“Change of Control” shall
mean, at any time:


 


(a)           occupation
of a majority of the seats (other than vacant seats) on the Board of Directors (or other body exercising similar management authority)
of GAG Inc. by Persons who are not Continuing Directors and were neither (i) nominated by the Permitted Holders nor (ii) appointed
by directors so nominated;


 


(b)           any
Person or “group” (within the meaning of the Securities and Exchange Act of 1934, as amended), other than a Permitted
Holder, is or becomes the beneficial owner (within the meaning of Rule 13d-3 or 13d-5 of the Securities and Exchange Act of 1934,
as amended, except that such Person or group shall be deemed to have “beneficial ownership” of all Capital Stock that
such Person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time),
directly or indirectly, of (i) twenty-five percent (25%) or more (on a fully diluted basis) of the total then outstanding Capital
Stock of GAG Inc. entitled to vote for the election of directors of GAG Inc., and (ii) Capital Stock of GAG Inc. entitled to vote
for the election of directors of GAG Inc. in an amount greater than the number of shares of such Capital Stock beneficially owned
by the Permitted Holders (or over which the Permitted Holders have voting control);


 


(c)           GAG
Inc. fails at any time to own, directly or indirectly, 100% of the Capital Stock of Great American free and clear of all Liens
(other than Permitted Encumbrances);


 


(d)           (i)
Great American fails to own, at any time, directly or indirectly, 100% of the Capital Stock of any Borrower free and clear of all
Liens (other than Permitted Encumbrances) and/or ceases to manage any Borrower’s business and operations; provided,
however, notwithstanding the foregoing, B. Riley shall be permitted to own up to 1,000 non-voting preferred shares of the
Capital Stock of Retail; or (ii) Great American fails to own, at any time, 100% of the Capital Stock of any Borrower entitled to
vote with respect to any matters; and


 




    	 	- 7 -	 



     


    

 


(e)           Andrew
Gumaer (i) ceases to be actively engaged in the management and day-to-day operations and administration of Great American or any
Borrower, (ii) ceases to be a Continuing Director of B. Riley Financial, Inc., f/k/a Great American Group, Inc., or (iii) ceases
to be a Continuing Director of Great American.


 


“Charges”
shall mean all federal, national, state, county, city, municipal, local, foreign or other governmental Taxes (including Taxes owed
to the Pension Benefit Guaranty Corporation, or any successor thereto, (and the equivalent in any other jurisdiction of a Borrower)
at the time due and payable), levies, assessments, charges, liens, claims or encumbrances upon or relating to (a) the Collateral,
(b) the Obligations, (c) the employees, payroll, income or gross receipts of any Borrower, (d) any Borrower’s ownership or
use of any properties or other assets, or (e) any other aspect of any Borrower’s business.


 


“Closing Date”
shall mean October 21, 2008.


 


“Closing Fee”
shall have the meaning set forth in the Fee Letter.


 


“Code”
shall mean the Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the Commonwealth of Massachusetts;
provided, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or
priority of Lender’sthe Lenders’
security interest in any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other
than the Commonwealth of Massachusetts, the term “Code” shall mean the Uniform Commercial Code as enacted and in effect
in such other jurisdiction solely for purposes of the provisions hereof relating to such attachment, perfection or priority and
for purposes of definitions related to such provisions.


 


“Collateral”
shall mean all of any Borrower’s right, title, and interest in and to the property covered by the Security AgreementAgreements,
the Foreign Security Documents, and the other Collateral Documents and any other property, real or personal, tangible or intangible,
now existing or hereafter acquired, that may at any time be or become subject to a security interest or Lien in favor of Lenderthe
Lenders to secure the Obligations, including all of any Borrower’s rights under and interest in all Liquidation
Sales Agreements, Liquidator Joint Venture Agreements, and amounts received by or payable to Borrower under any of the foregoing
agreements.


 


“Collateral
Assignments” shall mean written instruments of assignment by a Borrower to the Applicable
Lender, in form and substance satisfactory to the Applicable Lender, of all
of such Borrower’s right, title, and interest to any Liquidator Joint Venture Agreements or Liquidation Sales Agreements.


 


“Collateral
Documents” shall mean the Security AgreementAgreements,
the Foreign Security Documents, the Collateral Assignments, and any and all other agreements entered into by a Credit Party which
grants Lenderthe Lenders a Lien upon property
of such Credit Party as security for payment of the Obligations.


 


“Collections”
shall mean, with respect to each Liquidation Sale, all cash, checks, notes, drafts or other similar items of payment relating to
or constituting payments received by or payable to a Credit Party in connection with or relating to such Liquidation Sale, including,
where applicable, payments received through credit card sales and amounts payable by the applicable Merchant to a Credit Party
with respect to returns, allowances and customer credits.


 




    	 	- 8 -	 



     


    

 


“Collection
Account” shall mean in connection with each Liquidation Sale funded by a Liquidation Borrowing, an account at the
Applicable Lender, or at any other financial institution satisfactory to the Applicable
Lender in its sole discretion at all times in any jurisdiction outside the United States, in the name of the
Applicable Lender (when permissible under applicable Law) designated by the Applicable
Lender as the “Collection Account” for such Liquidation Sale and shall include any Master Collection Account.


 


“Continuing
Directors” shall mean (a) with respect to Great American (i) any member of the Board of Directors (or any manager
of any comparable body) of Great American who was or became a member of the Board of Directors (or a manager of any comparable
body) of Great American on the Closing Date, and (ii) any individual who becomes a member of the Board of Directors (or a
manager of a comparable body) of Great American after the Closing Date if such individual was appointed or nominated for election
to the Board of Directors by a majority of the members of Great American, who then constituted “Continuing Directors”,
and (b) with respect to GAG Inc., any member of the Board of Directors of GAG Inc. who was or became a director of GAG Inc.
on August 27, 2009, or becomes a member of the Board of Directors of GAG Inc. after August 27, 2009, if such individual was appointed
or nominated for election to the Board of Directors by a majority of the members constituting “Continuing Directors”.


 


“Control Agreement”
shall mean an agreement, in form and substance satisfactory to Lenderthe
Lenders, executed and delivered by a Borrower, the Applicable Lender, and the
applicable securities intermediary, depository institution, or bank, which agreement is sufficient to give Lenderthe
Lenders “control” over the subject Securities Account (as defined in the Code), DDA or Investment Property
(as defined in the Code) as provided in the Code, the PPSA (as applicable) or other Law
applicable to a Borrower.


 


“Credit Party”
shall mean Borrower, GAG Inc., Great American, Canadian Borrower, and/or any Subsidiary
of any of the foregoing which is or which becomes a party to any Loan Document from time to time.


 


“Credit Suisse”
shall collectively mean Credit Suisse, Cayman Islands Branch, and CS Loan Funding LLC, and their respective successors and assigns.


 


“Daily Balance”
shall mean, with respect to each day during the term of this Agreement, the amount of an Obligation owed at the end of such day.


 


“DDA”
means any checking or other demand deposit account maintained by a Borrower.


 


“Debtor Relief
Laws” shall mean the Bankruptcy Code and(i)
the Bankruptcy Code, (ii) the BIA, (iii) the CCAA, (iv) the Winding-Up and Restructuring Act (Canada), (v) the Canada
Business Corporations Act (Canada) or the Business Corporations Act (British Columbia) where such statute is used by
a Person to propose an arrangement in connection with a compromise of such Person's debt obligations and/or (vi) all
other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership,
insolvency, reorganization, or similar debtor relief Laws of the United States, Canada
or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Default”
shall mean an event, condition, or default that, with the giving of notice, the passage of time, or both, would be an Event of
Default.


 


“Default Rate”
shall have the meaning assigned to it in Section 2.4(h).


 


“Disbursement
Account” shall have the meaning assigned to it in Section 2.6(g).


 




    	 	- 9 -	 



     


    

 


“Disbursement
Account Bank” shall have the meaning assigned to it in Section 2.6(g).


 


“Dollars”
and “$” means the lawful currency of the United States.


 


“Dollar Equivalent”
shall mean, on any particular date, with respect to any amount denominated in Dollars, such amount in Dollars, and with respect
to any amount denominated in currency other than Dollars, the amount (as conclusively ascertained by the
Applicable Lender absent manifest error) of Dollars which could be purchased by the Applicable
Lender (in accordance with its normal banking practices) in the London foreign currency deposit market with such amount of such
currency at the Exchange Rate on such date.


 


“Effective Advance
Rate” means 100% minus the percentage obtained by dividing the Backend L/C Cash Collateral by the Guaranteed Amount.


 


“Environmental
Actions” means any complaint, summons, citation, notice, directive, order, claim, litigation, investigation, judicial
or administrative proceeding, judgment, letter, or other communication from any Governmental Authority, or any third party involving
violations of Environmental Laws or releases of Hazardous Materials from (a) any assets, properties, or businesses of a Borrower
or any predecessor in interest, (b) from adjoining properties or businesses, or (c) from or onto any facilities which received
Hazardous Materials generated by a Borrower or any predecessor in interest.


 


“Environmental
Law” means any applicable Law now or hereafter in effect and in each case as amended, or any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent decree or judgment, to the extent binding on a
Borrower, relating to the environment, employee health and safety, or Hazardous Materials, including,
without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 USC § 1251 et seq.
the Toxic Substances Control Act, 15 USC, § 2601 et seq. the Clean Air Act, 42 USC § 7401 et seq.;
the Safe Drinking Water Act, 42 USC, § 3803 et seq.; the Oil Pollution Act of 1990, 33 USC. § 2701 et
seq.; the Emergency Planning and the Community Right-to-Know Act of 1986, 42 USC. § 11001 et seq.; the
Hazardous Material Transportation Act, 49 USC § 1801 et seq.; and the Occupational Safety and Health Act, 29
USC. §651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); any state,
provincial, territorial and local or foreign counterparts or equivalents, in each case as amended from time to time.


 


“Environmental
Liabilities and Costs” means all liabilities, monetary obligations, Remedial Actions, losses, damages, punitive damages,
consequential damages, treble damages, costs and expenses (including all reasonable fees, disbursements and expenses of counsel,
experts, or consultants, and costs of investigation and feasibility studies), fines, penalties, sanctions, and interest incurred
as a result of any claim or demand by any Governmental Authority or any third party, and which relate to any Environmental Action.


 


“Environmental
Lien” means any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974 (or any successor legislation thereto), as amended from time to
time, and any regulations promulgated thereunder, and any successor statute thereto.


 


“ERISA Affiliate”
shall mean (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of a Borrower
under IRC Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer
as the employees of a Borrower under IRC Section 414(c), (c) solely for purposes of Section 302 of ERISA and Section 412 of the
IRC, any organization subject to ERISA that is a member of an affiliated service group of which a Borrower is a member under IRC
Section 414(m), or (d) solely for purposes of Section 302 of ERISA and Section 412 of the IRC, any Person subject to ERISA that
is a party to an arrangement with a Borrower and whose employees are aggregated with the employees of a Borrower under IRC Section
414(o).


 




    	 	- 10 -	 



     


    

 


“Equity Pledge
Agreement” shall mean that certain Second Amended and Restated Pledge and Security Agreement, between Great American
and the U.S. Lender, dated as of Restatement Date, as hereafter amended, modified, or amended
and restated.


 


“Event of Default”
shall have the meaning assigned to it in Section 9.1.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as in effect from time to time.


 


“Exchange Rate”
means, with respect to any currency other than Dollars, at any date of determination thereof, the Spot Rate of exchange for the
conversion of such currency into Dollars and with respect to Dollars, at any date of determination thereof, the Spot Rate of exchange
for the conversion of Dollars into the applicable currency.


 


“Existing Credit
Agreement” shall have the meaning given such term in the Recitals hereto.


 


“Expense L/C”
shall mean a letter of credit which a Liquidator is required to have issued for its account pursuant to a Liquidation Sales Agreement
to provide security solely for the payment of Expenses under such Liquidation Sales Agreement.


 


“Expenses”
shall have, with respect to each Liquidation Sale, the meaning assigned to such term or other similar terms in the relevant Liquidation
Sales Agreement for such Liquidation Sale; provided, that notwithstanding the terms of any relevant Liquidation Sales Agreement,
no amounts paid or payable to a Borrower, Great American, or any Affiliate thereto, shall constitute Expenses for purposes of this
Agreement other than reasonable out-of-pocket expenses actually incurred by such Borrower or Great American in the course of conducting
such Liquidation Sale without any mark up.


 


“Factored Receivables”
shall mean any Accounts of any Credit Party which have been factored, sold, transferred, conditionally sold or assigned by an Account
debtor of such Credit Party to the Applicable Lender or an Affiliate thereof which is party
to a Bank Product Agreement with such Credit Party pursuant to a factoring arrangement or otherwise.


 


“Fee Letter”
shall mean that certain Fee Letter dated as of the Restatement Date between Borrowers and the U.S.
Lender.


 


“Fees”
shall mean any and all fees payable to Lenderthe
Lenders pursuant to this Agreement or any of the other Loan Documents, including the Closing Fee, the Letter of Credit
Fees, any Work Fees, and the Success Fees, if any.


 


“Fifth Amendment
Effective Date” shall mean June 10, 2016.


 


“Final Accounting”
shall mean, with respect to each Liquidation Sale, the final accounting with respect to amounts received by or payable to a Borrower
and amounts paid by a Borrower in connection with such Liquidation Sale and all other related transactions, which accounting shall
be prepared by a Borrower and approved by Lenderthe
Lenders.


 


“Fiscal”
means, when followed by “month” or “quarter”, the relevant fiscal period based on Great American’s
fiscal year and accounting conventions (e.g. a reference to “April Fiscal 2008” is to the fiscal month of April of
Great American’s 2008 fiscal year). When followed by reference to a specific year, the fiscal year which encompasses the
majority of months in such fiscal year (e.g. if Great American’s 2008 fiscal year ends in January 2008 reference to that
year would be to Great American’s “Fiscal 2008”).


 




    	 	- 11 -	 



     


    

 


“Foreign Credit
Parties” shall mean: (i) GA Asset Advisors to the extent the UK Credit Agreement is in effect, (ii) any other
borrower party or guarantor to the UK Credit Agreement (if it is then in effect), and (iii) any guarantor of any of the Obligations
formed under the laws of any jurisdiction other than the United States or Canada.


 


“Foreign Security
Documents” shall mean: (i) a fixed and floating debenture in favor of Lenderthe
Lenders over all the assets of the Persons set forth in clauses (i) through (iii) of the definition of Foreign Credit
Parties, (ii) the pledge of shares in favor of Lenderthe
Lenders granted by Great American or GA Asset Advisors, as applicable, over all its respective shares in the
Persons set forth in clauses (i) through (iii) of the definition of Foreign Credit Parties and (iii) any other security over the
assets of any Foreign Credit Party or any Affiliate thereof as may reasonably be required by Lenderthe
Lenders, as any of the foregoing may subsequently be amended, restated, modified, supplemented or replaced.


 


“Fourth Amendment
Effective Date” shall mean February 19, 2015.


 


“Funding Losses”
shall have the meaning given such term in Section 2.4(j) hereof.


 


“GA Asset Advisors”
means GA Asset Advisors Limited, a limited liability company organized under the laws of England and Wales.


 


“GA Asset Advisors
Guaranty” means the Guaranty of GA Asset Advisors in favor of the U.S. Lender
required to be executed by GA Asset Advisors concurrently with the execution of the UK Credit Agreement and in form and substance
satisfactory to the U.S. Lender.


 


“GAAP”
shall mean generally accepted accounting principles in the United States of America, as in effect from time to time, consistently
applied. At the Lender’s discretion, GAAP may also include, with respect to any Borrower
(other than Original Borrower) hereunder, “GAAP” in the jurisdiction of formation of such other Borrower.


 


“GAG Inc.”
shall mean Great American Group, Inc., a Delaware corporation.


 


“GAG Purchase
Agreement” shall mean that certain Agreement and Plan of Reorganization, dated as of May 14, 2009, as amended by Amendment
No. 1, Amendment No. 2, and Amendment No. 3 to the Agreement and Plan of Reorganization, each dated as of May 29, 2009, July 8,
2009 and July 28, 2009, respectively, by and among Alternative Asset Management Acquisition Corp., a Delaware corporation, GAG
Inc., and AAMAC Merger Sub, Inc., a newly-formed Delaware corporation and wholly-owned subsidiary of GAG Inc., on the one hand,
and Great American, the holders of Capital Stock of Great American as of July 28, 2009, and the phantom equity holders of Great
American, on the other hand.


 


“General Intangibles”
shall mean all of any Borrower’s now owned or hereafter acquired right, title, and interest with respect to “general
intangibles” (as such term is defined from time to time in the Code),)
or “intangibles” (as such term is defined from time to time in the PPSA), as the case may be, and any and
all supporting obligations in respect thereof.


 


“Governmental
Authority” shall mean any federal, national, foreign, state, provincial, territorial, local,
or other governmental or administrative body, instrumentality, department, or agency or any court, tribunal, administrative hearing
body, arbitration panel, commission, or other similar dispute-resolving panel or body.


 




    	 	- 12 -	 



     


    

 


“Great American”
shall mean Great American Group, LLC, a California limited liability company.


 


“Great American
Group” shall mean a collective reference to each Credit Party, and each of their respective Subsidiaries now in existence
or hereafter formed or acquired, including, but not limited to, the entities listed on Schedule 4.8 hereto.


 


“Great American
Guaranty” shall mean the Third Amended and Restated Guaranty of GAG Inc. and Great American, on a joint and several basis,
in favor of the U.S. Lender dated as of the Restatement Date, and in form and substance
satisfactory to the U.S. Lender.


 


“Guaranteed
Amount” shall have, with respect to each Liquidation Sale carried out pursuant to a Liquidation Sales Agreement, the
meaning assigned to such term or other similar terms in such agreement. It is expressly understood that prior to the Final Accounting,
the Guaranteed Amount shall refer to a Borrower’s good faith estimate of the Guaranteed Amount to be paid under the Liquidation
Sales Agreement and that such amount shall be adjusted upon completion of the Final Accounting and that if the actual amount required
to be delivered to the Merchant by a Borrower in respect to the Guaranteed Amount is less than the Guaranteed Amount as listed
in the applicable Liquidation Sales Agreement, such lesser amount shall constitute the Guaranteed Amount for all purposes hereunder.


 


“Guaranty Percentage”
shall have the same meaning as in the applicable Liquidation Sales Agreement.


 


“Hazardous Material”
shall mean (a) substances that are defined or listed in, or otherwise classified pursuant to, any applicable laws or regulations
as “hazardous substances,” “hazardous materials,” “hazardous wastes,” “toxic substances,”
or any other formulation intended to define, list, or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, reproductive toxicity, or “EP toxicity”, (b) oil, petroleum, or petroleum
derived substances, natural gas, natural gas liquids, synthetic gas, drilling fluids, produced waters, and other wastes associated
with the exploration, development, or production of crude oil, natural gas, or geothermal resources, (c) any flammable substances
or explosives or any radioactive materials, and (d) asbestos in any form or electrical equipment that contains any oil or dielectric
fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million.


 


“Hedge Agreement”
shall mean any and all transactions, agreements, or documents now existing or hereafter entered into between a Credit Party or
its Subsidiaries and Wells Fargo or its Affiliates, which provide for an interest rate, credit, commodity or equity swap, cap,
floor, collar, forward foreign exchange transaction, currency swap, cross currency rate swap, currency option, or any combination
of, or option with respect to, these or similar transactions, for the purpose of hedging a Credit Party’s or any of its Subsidiaries’
exposure to fluctuations in interest or exchange rates, loan, credit exchange, security or currency valuations or commodity prices.


 


“Honor
Date” has the meaning set forth in Annex B.


 


“Indebtedness”
shall mean (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar
instruments and all reimbursement or other obligations in respect of letters of credit, bankers acceptances, interest rate swaps,
or other financial products, (c) all obligations under Capital Leases, (d) all obligations or liabilities of others secured by
a Lien on any asset of a Borrower, irrespective of whether such obligation or liability is assumed, (e) all obligations for the
deferred purchase price of assets (other than trade debt incurred in the ordinary course of business and repayable in accordance
with customary trade practices), and (f) any obligation guaranteeing or intended to guarantee (whether directly or indirectly guaranteed,
endorsed, co-made, discounted, or sold with recourse) any obligation of any other Person.


 




    	 	- 13 -	 



     


    

 


“Insolvency
Officeholder” means any liquidator, trustee in bankruptcy, receiver, receiver-manager, sequestrator, administrative receiver,
administrator or similar officer.


 


“Insolvency
Proceeding” means any step is taken under or in relation to, or an arrangement or proceeding is commenced by or against any
Person under any provision of any Debtor Relief Law including, without limitation, in relation to assignments for the benefit of
creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization,
compromise, arrangement, administration, receivership, administrative receivership, winding up, dissolution, liquidation or other
similar relief or proceeding or arrangement, or an Insolvency Officeholder is appointed or threatened to be appointed in respect
of any Person’s assets or any other analogous step or procedure is taken in any jurisdiction. 


 


“Interest Period”
means, with respect to each LIBONon-Prime
Rate Loan, a period commencing on the date of the making of such LIBONon-Prime
Rate Loan and ending 1 month thereafter; provided, however, that (a) if any Interest Period would end on a day that
is not a Business Day, such Interest Period shall be extended (subject to clauses (c)-(e) below) to the next succeeding Business
Day, (b) interest shall accrue at the applicable rate based upon the LIBONon-Prime
Rate from and including the first day of each Interest Period to, but excluding, the day on which any Interest Period expires,
(c) any Interest Period that would end on a day that is not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business
Day, (d) with respect to an Interest Period that begins on the last Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at the end of such Interest Period), the Interest Period shall end on
the last Business Day of the calendar month that is 1 month after the date on which the Interest Period began, as applicable, and
(e) Borrowers may not elect an Interest Period which will end after the Revolving Credit Termination Date.


 


“Insolvency
Officeholder” means any liquidator, trustee in bankruptcy, receiver, administrative receiver, administrator or similar officer.


 


“Insolvency
Proceeding” means any step is taken under or in relation to, or an arrangement or proceeding is commenced by or against
any Person under any provision of any Debtor Relief Law including, without limitation, in relation to assignments for the benefit
of creditors, formal or informal moratoria, compositions, extensions generally with creditors, or proceedings seeking reorganization,
compromise, arrangement, administration, receivership, administrative receivership, winding up, dissolution, liquidation or other
similar relief or proceeding or arrangement, or an Insolvency Officeholder is appointed or threatened to be appointed in respect
of any Person’s assets or any other analogous step or procedure is taken in any jurisdiction. 


 


“Inventory Advance”
shall have the meaning assigned to it in Section 2.1(f)(i).


 


“Inventory Advance
Rate” shall mean, with respect to each Liquidation Sale in respect of Retail Inventory only, the percentage that the
Applicable Lender uses to calculate the amount of the Inventory Advance, or Letter of Credit Obligations, as the case
may be, with respect to such Liquidation Sale, based on the applicable Guaranty Percentage and Guaranteed Amount or Purchase Price
Percentage and Purchase Price, as determined pursuant to Section 2.1(f). In no case shall the Inventory Advance Rate for
any such Liquidation Sale be (i) lower than, with respect to Liquidation Sales (or any portion thereof) conducted in the US and
Canada, seventy-seven and one half percent (77.5%) of the Guaranteed Amount or Purchase Price, and with respect to any other jurisdiction,
the rate set by the Applicable Lender in its discretion, or (ii) higher than ninety-two
and one-half percent (92.5%) of the Guaranteed Amount or Purchase Price.


 




    	 	- 14 -	 



     


    

 


“Inventory Borrowing
Base” in respect to any Liquidation Sale shall mean the product of (i) the Inventory Advance Rate applicable to such
Liquidation Sale, times, (ii) the Guaranteed Amount or Purchase Price as determined pursuant to the applicable Liquidation Sales
Agreement., minus (iii) reserves, including, without
limitation, Canadian Priority Payable Reserves. For purposes of calculating the Inventory Borrowing Base, except as
may otherwise be agreed by the Applicable Lender in its sole discretion, any Retail Inventory
that is subject to retention of title claims shall not be included in the “Guaranteed Amount” or “Purchase Price”,
notwithstanding anything to the contrary in any Liquidation Sales Agreement or other agreement.


 


“Investment”
shall mean, with respect to any Person, any investment by such Person in any other Person (including Affiliates) in the form of
loans, guarantees, advances, or capital contributions (excluding (a) commission, travel, and similar advances to officers and employees
of such Person made in the ordinary course of business, and (b) bona fide accounts arising in the ordinary course of business consistent
with past practices), purchases or other acquisitions for consideration of Indebtedness or stock, and any other items that are
or would be classified as investments on a balance sheet prepared in accordance with GAAP.


 


“Issuer Documents”
means with respect to any Letter of Credit, the Notice of Letter of Credit Request, and any other document, agreement and instrument
entered into by or  between the Applicable Lender and a Borrower in favor of
the Applicable Lender and relating to any such Letter of Credit.


 


“Jones L/C”
means that certain Letter of Credit issued under this Agreement on behalf of GA Retail Canada, ULC for the benefit of 2473304 Ontario
Inc. and/or certain of its Affiliates.


 


“Laws”
shall mean, collectively, all international, foreign, federal, state, provincial, territorial
and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities,
including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation
or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits
of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.


 


“L/C
Borrowing” has the meaning set forth in Annex B. 


 


“L/C
Undertaking” has the meaning set forth in Annex B. 


 


“L/C
Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit issued
by Lender plus 100% of the amount of outstanding time drafts accepted by an Underlying Issuer as a result of drawings under Underlying
Letters of Credit.


 


“Lender”
shall mean Wells Fargo Bank, National Association, successor by merger to Wells Fargo Retail Finance, LLC.


 


“L/C
Usage” means the U.S. L/C Usage and/or the Canadian L/C Usage, as the context so requires.


 


“Lender”
or “Lenders” means the U.S. Lender and the Canadian Lender.


 




    	 	- 15 -	 



     


    

 


“Lender Expenses”
means all (a) costs or expenses (including taxes, and insurance premiums) required to be paid by the Credit Parties under any of
the Loan Documents that are paid or incurred by Lenderthe
Lenders, (b) reasonable fees or charges paid or incurred by Lenderthe
Lenders in connection with the Applicable Lender’s transactions with the
Credit Parties, including, reasonable fees or charges for any due diligence with respect to a proposed Liquidation Sale (including
reasonable and documented attorneys’ fees), photocopying, notarization, couriers and messengers, telecommunication, public
record searches (including tax lien, litigation, UCC, PPSA, Bank Act searches and including
searches with the patent and trademark office, the copyright office, or the department of motor vehicles), filing, recording, publication,
appraisal (including periodic Collateral appraisals or business valuations to the extent of the fees and charges (and up to the
amount of any limitation) contained in this Agreement), real estate surveys, real estate title policies and endorsements, and environmental
audits, (c) reasonable costs and expenses incurred by Lenderthe
Lenders in the disbursement of funds to or for the account of Borrowers (by wire transfer or otherwise), (d) charges
paid or incurred by Lenderthe Lenders
resulting from the dishonor of checks, (e) reasonable costs and expenses paid or incurred by Lenderthe
Lenders to correct any default or enforce any provision of the Loan Documents, or in gaining possession of, maintaining,
handling, preserving, storing, shipping, selling, preparing for sale, or advertising to sell the Collateral, or any portion thereof,
irrespective of whether a sale is consummated, (f) reasonable audit fees and expenses (and other due diligence expenses) of Lenderthe
Lenders related to audit examinations of the Books, (g) reasonable costs and expenses of third party claims or any other
suit paid or incurred by Lenderthe Lenders
in enforcing or defending the Loan Documents or in connection with the transactions contemplated by the Loan Documents or Lender’sthe
Lenders’ relationship with any Credit Party, (h) Lender’sthe
Lenders’ reasonable fees and expenses (including reasonable and documented attorneys’ fees) incurred in
advising, structuring, drafting, reviewing, administering, or amending the Loan Documents, and (i) Lender’sthe
Lenders’ reasonable fees and expenses (including reasonable and documented attorneys’ fees) incurred in
terminating, enforcing (including reasonable and documented attorneys’ fees and expenses incurred in connection with a “workout,”
a “restructuring,” or an Insolvency Proceeding concerning a Borrower or in exercising rights or remedies under the
Loan Documents), or defending the Loan Documents, irrespective of whether suit is brought, or in taking any Remedial Action concerning
the Collateral.


 


“Lender’s
Account” shall mean an account of the U.S. Lender at a branch of the
U.S. Lender designated by the U.S. Lender to Original Borrower in writing from
time to time.


 


“Lender’s
Offer” shall have the meaning given such term in Section 2.1(f)(ii) hereof.


 


“Letters
of Credit” shall mean commercial or standby letters of credit issued for the account of a Borrower by Lender or Underlying
Issuer for which Lender has incurred Letter of Credit Obligations.


 


"Letter
of Credit" means a U.S. Letter of Credit and/or a Canadian Letter of Credit, as the context requires.


 


“Letter
of Credit Expiration Date” has the meaning set forth in Annex B.


 


“Letter of Credit
Fee” shall have the meaning assigned to it in Annex B.


 


“Letter of Credit
Obligations” shall mean all outstanding obligations incurred by the Applicable Lender
at the request of a Borrower, including, without limitation, the L/C Usage, whether direct or indirect, contingent or otherwise,
due or not due, in connection with the issuance of a reimbursement agreement or guaranty by the Applicable
Lender with respect to any Letter of Credit.


 


“Letter of Credit
Sublimit” shall mean $100,000,000 minus the aggregate principal amount of all outstanding loans, advances or other
credit extensions by Burdale pursuant to the UK Credit Agreement (if it is then in effect).


 


“LIBOR Deadline”
has the meaning set forth in Section 2.


 


“LIBO Rate”
means, for each Interest Period for each LIBO Rate Loan, the rate per annum determined by the Applicable
Lender (rounded upwards, if necessary, to the next 1/16%) by dividing (a) the Base LIBO Rate for such Interest
Period, by (b) 100% minus the Reserve Percentage. The LIBO Rate shall be adjusted on and as of the effective day
of any change in the Reserve Percentage.


 




    	 	- 16 -	 



     


    

 


“LIBO Rate Loan”
means each portion of Revolving Credit Advance that bears interest at a rate determined by reference to the LIBO Rate.


 


“Lien”
shall mean any interest in an asset securing an obligation owed to, or a claim by, any Person whether such interest shall be based
on the common law, statute, or contract, whether such interest shall be recorded or perfected, and whether such interest shall
be contingent upon the occurrence of some future event or events or the existence of some future circumstance or circumstances,
including the lien (statutory or other) or security interest arising from a mortgage, deed
of trust, encumbrance, pledge, hypothecation, assignment, deposit arrangement, security agreement, conditional sale or trust receipt,
a floating charge, a fixed charge, or from a lease, consignment, or bailment for security purposes or from a sale of accounts receivable
or chattel paper, or the interest of a lessor under a Capital Lease or other arrangement pursuant to which any Person is entitled
to any preference or priority with respect to the property or assets of another Person or the income or profits of such other Person
and also including reservations, exceptions, encroachments, easements, rights-of-way, covenants, conditions, restrictions, leases,
and other title exceptions and encumbrances affecting Real Property each of the foregoing whether consensual or non-consensual
and whether arising by way of agreement, operation of law, legal process or otherwise.


 


“Liquidation
Borrowing” shall mean the Inventory Advance, Other Assets Advance, Sales Tax Advance, Total Expense Advance, or Letter
of Credit Obligations with respect to a Liquidation Sale, all other Revolving Credit Advances made with respect to such Liquidation
Sale, and all accrued Fees, interest and other Obligations payable by a Borrower with respect thereto.


 


“Liquidation
Loan Proposal” shall have the meaning assigned to it in Section 2.1(f)(i).


 


“Liquidation
Sale” shall mean any going out of business, liquidation or store closing sale of a particular Merchant conducted by a
Liquidator with respect to (a) the Retail Inventory or (b) any sales or dispositions of Other Assets, in each case pursuant to
a particular Liquidation Sales Agreement.


 


“Liquidation
Sales Agreements” shall mean the Agency Agreement, Purchase Agreement or any other agreement required to conduct a Liquidation
Sale entered into by any Liquidator with respect to a Liquidation Sale, and any and all other agreements, instruments, documents
and certificates entered into in connection therewith.


 


“Liquidator”
shall mean a Borrower or a Liquidator JV, as the context requires.


 


“Liquidator
JV” shall mean any joint venture between a Borrower and one or more other professional Retail Inventory liquidators party
to a Liquidator Joint Venture Agreement.


 


“Liquidator
Joint Venture Agreement” shall mean a joint venture agreement, in form and substance satisfactory to
the Applicable Lender, entered into among a Borrower and one or more other professional liquidators for the sole purpose
of jointly and collectively entering into Liquidation Sales Agreements with any Merchants and conducting Liquidation Sales pursuant
to such Liquidation Sales Agreements.


 


“Loan Account”
has the meaning set forth in Section 2.9.


 




    	 	- 17 -	 



     


    

 


“Loan Documents”
shall mean this Agreement, the Notes, the Collateral Documents, the Great American Guaranty, the GA Asset Advisors Guaranty, (if
it is then in effect) the Equity Pledge Agreement, the Fee Letter, the Perfection Certificate, the Subordination Agreement, the
Solvency Certificate, the Omnibus Ratification, each Borrower Joinder (if any), and all other agreements, instruments, documents
and certificates identified in the Schedule of Documents executed and delivered to, or in favor of, the
Applicable Lender and including all other pledges, powers of attorney, consents, assignments, contracts, notices, and
all other written matter whether heretofore, now or hereafter executed by any Credit Party, or any employee of any Credit Party,
and delivered to the Applicable Lender in connection with this Agreement or the transactions
contemplated hereby. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices,
exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to
such Loan Document as the same may be in effect at any and all times such reference becomes operative.


 


“Margin”
shall mean, as of any date of determination, the Margin specified in the defined term “Margin Pricing Grid” applicable
to such Revolving Credit Advance or other Obligation. The Margin shall adjust in accordance with the Margin Pricing Grid as provided
therein.


 


“Margin Pricing
Grid” shall mean,


 


(i)           for Inventory
Advances (and Sales Tax and Total Expense Advances made in connection with any Inventory Advance) in connection with Liquidation
Sales to be conducted in the United States and Canada, the applicable percentage amount set forth in the following grid that corresponds
to the applicable Inventory Advance Rate applied to such Inventory Advance:


 


	If Inventory Advance Rate is:	 	Then the Margin is:	 
	 	 	 	 
	≤ 77.5%	 	 	2.25	%
	>77.5%, but ≤ 82.5%	 	 	2.75	%
	> 82.5%, but ≤ 87.5%	 	 	3.00	%
	> 87.5%, but ≤ 92.5%	 	 	3.25	%



 


(ii)           for all Other
Asset Advances (and Sales Tax and Total Expense Advances made solely in connection with any Other Asset Advance) in connection
with Liquidation Sales to be conducted in the United States and Canada, the Margin shall be no less than 3.25%.


 


(iii)           for all Revolving
Credit Advances in connection with any Liquidation Sale (or portion thereof) conducted in any jurisdiction other than the United
States or Canada, the Margin shall be as determined by the Applicable Lender in its sole
discretion.


 


“Material Adverse
Effect” shall mean a material adverse effect on (a) the business, assets, operations, financial or other condition
of GAG Inc., Great American, Original Borrower, or any other Borrower (so long as such other Borrower is conducting a Liquidation
Sale or owes Lenderthe Lenders any Obligations
with respect to a Liquidation Sale) or all Credit Parties collectively, (b) any Borrower’s ability, or the ability of any
Liquidator JV, as applicable, to conduct any Liquidation Sale in accordance with the applicable Liquidation Sale Agreements, (c) any
Borrower’s ability to pay and perform any of the Obligations in accordance with the terms of this Agreement or to perform
its obligations under any Liquidator Joint Venture Agreement, (d) any Credit Party’s ability to perform its material obligations
under the Loan Documents to which it is a party, (e) the Collateral or Lender’sthe
Lenders’ Liens on the Collateral or the priority of such Liens, (f) Lender’sthe
Lenders’ ability to enforce the Obligations or realize upon the Collateral, or (g) Lender’sthe
Lenders’ rights and remedies under this Agreement and the other Loan Documents.


 




    	 	- 18 -	 



     


    

 


“Master Collection
Account” shall mean an account at the Applicable Lender in the name of
the Applicable Lender designated as the “Master Collection Account” into which the proceeds of all other
Collection Accounts shall be deposited pursuant to Section 2.6.


 


“Maximum Lawful
Rate” shall have the meaning assigned to it in Section 2.4(i).


 


“Merchant”
shall mean a Person that, in the ordinary course of its business, sells Retail Inventory and/or owns or sells Other Assets and,
in the case of a Liquidation Sale conducted outside the US or Canada, “Merchant” shall include any Affiliate of a Merchant
or other entity which owns Retail Inventory or Other Assets.


 


“Net Profit
Margin” shall mean, with respect to each Liquidation Sale, the sum of (i) the sum of (a) the Proceeds of such Liquidation
Sale, plus (b) the cash proceeds of any unsold Retail Inventory or Other Assets retained or acquired by a Borrower at the
conclusion of such Liquidation Sale, minus (ii) the sum of (a) the Guaranteed Amount or Purchase Price with respect to such
Liquidation Sale, plus (b) the Recovery Amount, if any, with respect to such Liquidation Sale, plus (c) actual Expenses
incurred by a Borrower with respect to such Liquidation Sale (including any reimbursement obligations, expenses, fees and commissions
payable in connection with an Expense L/C or any Letter of Credit provided in respect to unpaid portions of the Guaranteed Amount
or Purchase Price), (d) (without duplication of any amounts counted in clause “c”) interest or Letter of Credit Fees
paid to Lenderthe Lenders with respect
to the Liquidation Borrowings for such Liquidation Sale, each as set forth in the Final Accounting, provided, however, that, for
purposes of calculating the Net Profit Margin, Expenses that a Borrower pays to itself or an Affiliate (such as compensation of
supervisory personnel) shall be calculated based on actual amounts paid without a mark-up for profit by itself or such Affiliate.


 


“Non-Extension
Notice Date” has the meaning set forth in Annex B.


 


“Non-Prime
Rate” means (a) with respect to Revolving Credit Advances in Dollars, LIBO Rate, and (b) with respect to Revolving Credit
Advances in CAD, BA Equivalent Rate.


 


"Non-Prime
Rate Loan" means (a) with respect to Revolving Loans denominated in Dollars, LIBO Rate Loans, and (b) with respect to Revolving
Loans denominated in CAD, BA Rate Loans.


 


“Notes”
shall have the meaning assigned to it in Section 2.1(i).


 


“Notice of Letter
of Credit Request” shall have the meaning assigned to it in Section 2.1(e).


 


“Notice of Revolving
Credit Advance” shall have the meaning assigned to it in Section 2.1(e).


 


“Obligations”
shall mean (a) all Revolving Credit Advances, debts, principal, interest (including any interest that, but for the provisions of
any Debtor Relief Law, would have accrued), contingent reimbursement obligations with respect to outstanding Letters of Credit,
Bank Product Obligations, premiums, liabilities (including all amounts charged to Borrower’s Loan Account pursuant hereto),
obligations, fees (including, without limitation, the Work Fees, the Success Fees, and any Letter of Credit Fees), charges, costs,
and Lender Expenses (including in respect of any fees or expenses that, but for the provisions of the Debtor Relief Law, would
have accrued), lease payments, guaranties, covenants, indemnification obligations arising pursuant to the Loan Documents (including,
without limitation, under Section 2.11) and duties of any kind and description owing by any Credit Party to the
Applicable Lender pursuant to or evidenced by the Loan Documents to which such Credit Party is a party and irrespective
of whether for the payment of money, whether direct or indirect, absolute or contingent, due or to become due, now existing or
hereafter arising, and including all interest not paid when due and all Lender Expenses that any Credit Party is required to pay
or reimburse by the Loan Documents to which such Credit Party is a party, by Law, or otherwise, and (b) all Bank Product Obligations.
Any reference in this Agreement or in the Loan Documents to the Obligations shall include all amendments, changes, extensions,
modifications, renewals replacements, substitutions, and supplements, thereto and thereof, as applicable, both prior and subsequent
to any Insolvency Proceeding.


 




    	 	- 19 -	 



     


    

 


“Omnibus Ratification”
shall mean the Omnibus Ratification of Loan Documents executed by Original Borrower in favor of the
U.S. Lender dated as of the Restatement Date.


 


“Organizational
Documents” shall mean (a) for any corporation, the certificate and/or articles
of incorporation, amalgamation or continuance, the bylaws, the memorandum of association,
any certificate of designation or other instrument relating to the rights of preferred shareholders or stockholders of such corporation,
any shareholder rights agreement and all applicable resolutions of the Board of Directors (or any committee thereof) of such corporation,
(b) for any partnership, the partnership agreement and, if applicable, the certificate of limited partnership, and
(c) for any limited liability company, the operating agreement and articles or bylaws or certificate of formation
or organization or incorporation, as applicable.,
and (d) any shareholder’s agreement or declaration relating to such Person. “Organizational Documents”
shall also include, in all cases, all shareholder agreements, voting trusts, and similar arrangements applicable to any Person’s
Capital Stock.


 


“Original Borrower”
has the meaning given such term in the Preamble hereto.


 


“Other Assets”
shall mean any real property, personal property or other property of any Merchant or Affiliate thereof, other than Retail Inventory,
owned, leased, or licensed by such Merchant or such Affiliate in the ordinary course of its business, including, without limitation,
such Merchant’s or such Affiliate’s interest in real property leases, fixtures and equipment (including, without limitation,
Fixtures and Equipment, as such terms are defined in the Code).


 


“Other Assets
Advance” shall have the meaning assigned to it in Section 2.1(f)(i).


 


“Other Assets
Advance Rate” shall mean, with respect to each Liquidation Sale in respect of Other Assets only, the percentage that
the Applicable Lender uses to calculate the amount of the Other Assets Advance or Letter
of Credit Obligations, as the case may be, with respect to such Liquidation Sale, as determined pursuant to Section 2.1(f).
In no case shall the Other Assets Advance Rate for any such Liquidation Sale be higher than eighty-five percent (85.0%).


 


“Other Assets
Borrowing Base” shall mean, in respect to each Liquidation Sale, the product of (i) the Other Assets Advance Rate, times
(ii) the consideration which Borrower has agreed to pay for such Other Assets pursuant to the applicable Liquidation Sales Agreement.
For purposes of calculating the Other Assets Borrowing Base, except as may otherwise be agreed by the
Applicable Lender in its sole discretion, any Other Assets that are subject to retention of title claims shall not be
included in the value of the consideration referred to in clause (ii) of the preceding sentence notwithstanding anything to the
contrary in any Liquidation Sales Agreement or other agreement.


 


“Overbid”
has the meaning given such term in Section 2.1(fh)
hereof.


 




    	 	- 20 -	 



     


    

 


“Parent Working
Capital Facility” shall mean a committed secured credit facility made available by a bank or other financial institution
to Great American and/or any Affiliate or Subsidiary thereof (other than a Borrower), as borrower, for general working capital
purposes and/or any other purpose not specifically prohibited by this Agreement.


 


“Perfection
Certificate” means each perfection certificate submitted by Borrowersa
Borrower to Lenderthe Lenders
with respect to Borrowerssuch Borrower,
together with Borrowers’such Borrower’s
completed responses to the inquiries set forth therein, the form and substance of such responses to be satisfactory to Lenderthe
Lenders.


 


“Permitted Encumbrances”
shall have the meaning assigned to it in Section 7.8.


 


“Permitted Holders”
shall mean Harvey Yellen, Andrew Gumaer and Bryant Riley; provided, however, that, from and after the Fourth Amendment Effective
Date, the term ‘Permitted Holders’ shall no longer include Harvey Yellen.


 


“Person”
shall mean any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, unlimited
liability companies, association, corporation, institution, public benefit corporation, entity or Governmental Authority.


 


"PPSA"
shall mean the Personal Property Security Act (Ontario), the Civil Code of Quebec as in effect in the Province of Quebec
or any other Canadian federal, territorial or provincial statute pertaining to the granting, perfecting, priority or ranking of
security interests, liens, hypothecs on personal property, and any successor statutes, together with any regulations thereunder,
in each case as in effect from time to time. References to sections of the PPSA shall be construed to also refer to any successor
sections.


 


“Proceeds”
shall have, with respect to any Liquidation Sale, the meaning assigned to such term or other similar terms in the relevant Liquidation
Sales Agreement with respect to such Liquidation Sale and shall also include all proceeds of Inventory, Other Assets and augmented
goods paid or due to Borrower or Merchant, and in the case of a joint venture, all amounts paid or due to a Borrower as part of
a Liquidator JV.


 


“Purchase Agreement”
shall mean a Purchase Agreement or other agreement entered into by a Borrower (or Liquidator JV) in form and substance acceptable
to the Applicable Lender, pursuant to which a Borrower (or such Liquidator JV) is given
the right to purchase Retail Inventory or Other Assets and to conduct Liquidation Sales with respect to such Retail Inventory or
Other Assets.


 


“Purchase Price”
shall have, with respect to each Liquidation Sale carried out pursuant to Liquidation Sales Agreements, the meaning assigned to
such term or other similar terms in such agreements. It is expressly understood that prior to the Final Accounting, the Purchase
Price shall refer to a Borrower’s good faith estimate of the Purchase Price to be paid under the Liquidation Sales Agreement
and that such amount shall be adjusted upon completion of the Final Accounting and that if the actual amount required to be delivered
by a Borrower in respect to the Purchase Price is less than the Purchase Price listed in the applicable Liquidation Sales Agreement,
such lesser amount shall constitute the Purchase Price for all purposes hereunder.


 


“Purchase Price
Percentage” shall have the same meaning as in the applicable Liquidation Sales Agreement.


 


“Record”
shall mean information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable
in perceivable form.


 




    	 	- 21 -	 



     


    

 


“Recovery Amount”
shall have, with respect to each Liquidation Sale providing for a contingent additional, non-guaranteed payment to the applicable
Merchant or, in the case of any Liquidation Sales outside the US and Canada, an Affiliate of the Merchant, based upon the total
amount of the Proceeds of such Liquidation Sale, the meaning assigned to such term or other similar terms in the Liquidation Sales
Agreements for such Liquidation Sale.


 


“Release”
shall mean any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material in the indoor or outdoor environment,
including the movement of Hazardous Material through or in the air, soil, surface water, ground water or property.


 


“Relevant
Jurisdiction” means, in relation to a Borrower, GAG Inc. or Great American:


 


		(a)	its jurisdiction of incorporation;



 


		(b)	any jurisdiction where any asset subject to or intended to be subject to the Collateral Documents entered into by it is situated;



 


		(c)	any jurisdiction where it conducts its business; and



 


		(d)	the jurisdiction whose laws govern the perfection of any Lien granted by the Collateral Documents entered into by it.



 


“Remedial Action”
means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address Hazardous
Materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of Hazardous Materials
so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) perform
any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (d) conduct any other actions
authorized by 42 USC § 9601.


 


“Reserve Percentage”
means, on any day, for the Applicable Lender, the maximum percentage prescribed by the
Board of Governors of the Federal Reserve System (or any successor Governmental Authority) for determining the reserve requirements
(including any basic, supplemental, marginal, or emergency reserves) that are in effect on such date with respect to eurocurrency
funding (currently referred to as “eurocurrency liabilities”) of the Applicable Lender,
but so long as the Applicable Lender is not required or directed under applicable regulations
to maintain such reserves, the Reserve Percentage shall be zero.


 


“Restatement
Date” shall mean the Business Day on which the conditions precedent set forth in Section 3.1 have been satisfied,
in the U.S. Lender’s sole discretion, or waived in writing by
the U.S. Lender.


 


“Restricted
Payment” means (i) any cash dividend or other cash distribution or payment, direct or indirect, on or on account of any
Capital Stock of a Borrower now or hereafter outstanding; (ii) any dividend or other distribution in respect of, or redemption,
purchase or other acquisition, direct or indirect, of any Capital Stock of a Borrower now or hereafter outstanding or of any warrants,
options or rights to purchase any such Capital Stock (including, without limitation, the repurchase of any such stock or membership
interest, warrant, option or right or any refund of the purchase price thereof in connection with the exercise by the holder thereof
of any right of rescission or similar remedies with respect thereto); (iii) any direct salary, non-salary managerial fees, fee
(consulting, management or other), fringe benefit, allowance or other expense directly or indirectly paid or payable by a Borrower
(as compensation or otherwise) to any shareholder, member, manager, or Affiliate of a Borrower (other than to an
employee or consultant to a Borrower and to the extent of such employee’s or consultant’s compensation; provided
that the terms of such compensation are approved by a Borrower’s Board of Directors or comparable body); and (iv) meeting
fees, travel and expense reimbursement and clothing allowance payable to the managers of a Borrower or any partner, shareholder
or Affiliate thereof.


 




    	 	- 22 -	 



     


    

 


“Restricted
Subsidiary” means, as to any Borrower, any direct or indirect Subsidiary of such Borrower and, as to Great American and
GAG Inc., any Borrower and any other direct or indirect Subsidiary party to or otherwise receiving any Collections or other Proceeds
of any Liquidation Sale.


 


“Retail” means
GA Retail, Inc., a California corporation.”


 


“Retail Inventory”
shall mean goods that are held by a Merchant or, in the case of a Liquidation Sale outside the US and Canada, an Affiliate of the
Merchant for sale in the ordinary course of its business and that are suitable for sale at retail.


 


“Revolving
Credit Advance” shall havemeans a U.S.
Revolving Credit Advance and/or Canadian Revolving Credit Advance, as the meaning
assigned to it in Section 2.1(a).context
so requires.


 


“Revolving Credit
Termination Date” shall mean the earliest of (i) July 15, 2018, and (ii) the date of termination pursuant
to Section 9.2 of Lender’sthe Lenders’
agreement to consider, in its sole discretion and with no obligation, to make additional Revolving Credit Advances and/or incur
Letter of Credit Obligations or permit existing Revolving Credit Advances to remain outstanding.


 


“Revolving Loan”
shall mean, at any time, the sum of (i) the aggregate amount of Revolving Credit Advances outstanding at such time plus (ii) the
aggregate Letter of Credit Obligations incurred on behalf of any Borrower outstanding at such time.


 


“Revolving Loan
Ceiling” shall mean the amount equal to One Hundred Million Dollars ($100,000,000) minus the aggregate principal
amount of all outstanding loans, advances or other credit extensions by Burdale pursuant to the UK Credit Agreement (if it is then
in effect).


 


“Sales Tax Advance”
shall have the meaning given such term in Section 2.1(g) hereof.


 


“Sales Tax Receipts”
shall mean the portion of Collections received in the Blocked Accounts on account of sales, VAT, excise and gross receipts Taxes
payable to any taxing authorities having jurisdiction.


 


“Schedule of
Documents” shall mean the schedule, including all appendices, exhibits or schedules thereto, listing certain documents
and information to be delivered in connection with the Loan Documents and the transactions contemplated thereunder, substantially
in the form of Annex A to this Agreement.


 


“SEC”
shall mean the United States Securities and Exchange Commission or any successor thereto.


“Security AgreementAgreements”
shall mean, collectively, (a) the Security Agreement, dated as of the Closing Date, between
Original Borrower and Lenderthe Lenders,
as ratified and affirmed by the Omnibus Ratification and as it may subsequently be amended, restated, modified, supplemented, or
replaced, and (b) the Canadian Security Agreement.


 


“Sixth
Amendment Effective Date” means October 5, 2016.


 


“Solvency Certificate”
means a certificate signed by an Authorized Person of Borrowers and Great American, dated as of the Closing Date, demonstrating
the Solvency of Borrowers and Great American.


 




    	 	- 23 -	 



     


    

 


“Solvent”
shall mean, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person
is greater than the total amount of liabilities, including contingent liabilities, of such Person; (b) the present fair salable
value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person
on its debts as they become absolute and matured; (c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature and is able to pay its debts
as they become due; (d) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction,
for which such Person’s property would constitute an unreasonably small capital; (e) no Insolvency Proceeding has occurred;
and (f) no unsatisfied writ of execution is outstanding;
and (g) such Person is not an "insolvent person" within the meaning given such term under the BIA. The amount
of contingent liabilities (such as litigation, guarantees and pension plan liabilities) at any time shall be computed as the amount
which, in light of all the facts and circumstances existing at the time, represents the amount which can be reasonably be expected
to become an actual or matured liability.


 


“Spot Rate”
means, for a currency, the rate quoted by the Applicable Lender as the spot rate for the
purchase by the Applicable Lender of such currency with another currency through its principal
foreign exchange trading office at approximately 11:00 a.m. on the date two Business Days prior to the date as of which the foreign
exchange computation is made; provided that the Applicable Lender may obtain such spot
rate from another financial institution designated by the Applicable Lender if
the Applicable Lender does not have as of the date of determination a spot buying rate for any such currency.


 


“Subordination
Agreement” means a subordination agreement between the U.S. Lender and Burdale,
in form and substance satisfactory to the U.S. Lender, the execution and delivery of which
shall be a condition concurrent to the effectiveness of the UK Credit Agreement.


 


“Subsidiary”
shall mean, with respect to any Person, (a) any corporation of which an aggregate of more than fifty percent (50%) of the outstanding
Capital Stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether,
at the time, Capital Stock of any other class or classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time, directly or indirectly, owned legally or beneficially by such Person and/or one
or more Subsidiaries of such Person, or with respect to which any such Person has the right to vote or designate the vote of fifty
percent (50%) or more of such Capital Stock whether by proxy, agreement, operation of Law or otherwise, and (b) any partnership
or limited liability company in which such Person and/or one or more Subsidiaries of such Person shall have an interest (whether
in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%) or of which any such
Person is a general partner or may exercise the powers of a general partner.


 


“Success Fee”
shall mean, with respect to each Liquidation Sale, an amount equal to the product of (i) the Net Profit Margin for such Liquidation
Sale, multiplied by (ii) the Success Fee Percentage for such Liquidation Sale.


 


“Success Fee
Percentage” shall mean: (i) with respect to each Liquidation Sale (or portion thereof) of Retail Inventory conducted
in the United States and Canada, the percentage determined by the applicable Inventory Advance Rate for any Liquidation Borrowing
made in connection with such Liquidation Sale in accordance with the column titled “Success Fee Percentage” in the
grid below; (ii) with respect to each Liquidation Sale (or portion thereof) of Other Assets conducted in the United States
and Canada, no less than twenty percent (20%); (iii) with respect to each Liquidation Sale (or portion thereof) in connection
with which a Backend L/C has been issued, the percentage determined by the applicable Effective Advance Rate for any Liquidation
Borrowing made in connection with such Liquidation Sale in accordance with the column titled “Success Fee Percentage”
in the grid below; and (iv) with respect to any other Liquidation Sale in any other jurisdiction, the percentage determined
by Lenderthe Lenders in itstheir
discretion.


 




    	 	- 24 -	 



     


    

 


	Inventory Advance

Rate/Effective Advance Rate	 	Success Fee Percentage	 
	 	 	 	 
	0%	 	 	0	%
	Greater than 0, but ≤ 77.5%	 	 	5.0	%
	>77.5%, but ≤ 82.5%	 	 	10.0	%
	> 82.5%, but ≤ 87.5%	 	 	15.0	%
	> 87.5%	 	 	20.0	%



 


“Target L/C”
means that certain Letter of Credit issued under this Agreement on behalf of GA Retail Canada, ULC for the benefit of Target Canada
Co. and/or certain of its Affiliates.


 


“Taxes”
shall mean taxes, duties, fees, premiums, assessments, levies, tariffs and any other charges whatsoever imposed, assessed, reassessed
or collected by any Governmental Authority, including all fines, penalties, interest, additions to tax, installments on account
of taxes, or other additional amounts imposed, assessed or collected by any Governmental Authority in respect thereof, excluding
taxes imposed on or measured by the net income of the Applicable Lender by the jurisdictions
under the laws of which the Applicable Lender is organized or any political subdivision
thereof.


 


“Tax Credit”
means a credit against, relief or remission for, or repayment of, any Tax.


 


“Tax Payment”
means either the increase in a payment made by a Borrower to the Applicable Lender under
Section 2.13(a) or a payment under Section 2.13(d).


 


“Tax Returns”
shall mean all returns, elections, filings, forms, and any other documents (whether in electronic, tangible, or any other form
whatsoever) made, prepared or filed, or to be made, prepared or filed in respect of Taxes under applicable law.


 


“Termination
Date” shall mean the date on which all Revolving Loans have been indefeasibly repaid in full and all other Obligations
under this Agreement and the other Loan Documents have been completely discharged, and all Letter of Credit Obligations have been
cash collateralized, cancelled or backed by stand-by letters of credit in accordance with Annex B, and Borrower shall not
have any further right to request to borrow any monies under this Agreement.


 


“Third
Amendment Effective Date” shall mean February 5, 2015.


 


“Total Expense
Advance” shall have the meaning assigned to such term in Section 2.1(hj).


 


“UK Credit Agreement”
means a credit agreement or similar agreement between GA Asset Advisors and Burdale in form and substance satisfactory to the
U.S. Lender.


 




    	 	- 25 -	 



     


    

 


“Underlying
Issuer” shall mean a Person (other than a Lender or a Borrower) which is the
beneficiary of an L/C Undertaking and which has issued a letter of credit at the request of the Applicable
Lender for the benefit of a Borrower.


 


“Underlying
Letter of Credit” means a letter of credit that has been issued by an Underlying Issuer.


 


“Unreimbursed
Amount” has the meaning set forth in Annex B.


 


“Unfunded Pension
Liability” shall mean, at any time, the aggregate amount, if any, of the sum of (a) the amount by which the present value
of all accrued benefits under each Title IV Plan exceeds the fair market value of all assets of such Title IV Plan allocable to
such benefits in accordance with Title IV of ERISA, all determined as of the most recent valuation date for each such Title IV
Plan using the actuarial assumptions for funding purposes in effect under such Title IV Plan, and (b) for a period of five (5)
years following a transaction which might reasonably be expected to be covered by Section 4069 of ERISA, the liabilities (whether
or not accrued) that could be avoided by any ERISA Affiliate of a Borrower as a result of such transaction.


 


“United States”
or “US” shall mean the United States of America.


 


“U.S.
Base Rate” shall mean, for any day, a rate per annum (rounded upward, if necessary, to the next 1/100 of 1%) equal to the
greatest of (a) the Prime Rate in effect on such day, (b) the LIBO Rate for a one month Interest Period as in effect on such day
plus 1.00% and (c) the Federal Funds Effective Rate in effect on such day plus 0.50%. The “Prime Rate” is a
rate set by the Applicable Lender based upon various factors including the Applicable Lender’s costs and desired return,
general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at,
above, or below such announced rate. Any change in such rate announced by the Applicable Lender shall take effect at the opening
of business on the day specified in the public announcement of such change. “Federal Funds Effective Rate” for any
day, is the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged
by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received
by the Applicable Lender from three federal funds brokers of recognized standing selected by it. If the Applicable Lender shall
have determined (which determination shall be conclusive absent manifest error) that it is unable to ascertain the Federal Funds
Effective Rate for any reason, including the inability or failure of the Applicable Lender to obtain sufficient quotations in accordance
with the terms of the definition thereof, the U.S. Base Rate shall be determined without regard to clause (c) of the first sentence
of this paragraph until the circumstances giving rise to such inability no longer exist. Any change in the U.S. Base Rate due to
a change in the Prime Rate, the LIBO Rate or the Federal Funds Effective Rate shall be effective on the effective date of such
change in the Prime Rate, LIBO Rate or the Federal Funds Effective Rate, respectively.


 


“U.S.
Borrower” shall mean a Borrower other than the Canadian Borrower.


 


“U.S.
Lender” means WF.


 


“U.S.
Letters of Credit” shall mean commercial or standby letters of credit issued for the account of a U.S. Borrower in Dollars
by the Applicable Lender or Underlying Issuer for which the U.S. Lender has incurred Letter of Credit Obligations.


 




    	 	- 26 -	 



     


    

 


“U.S.
L/C Usage” means, as of any date of determination, the aggregate undrawn amount of all outstanding Letters of Credit issued
by the Applicable Lender plus 100% of the amount of outstanding time drafts accepted by an Underlying Issuer as a result of drawings
under Underlying Letters of Credit.


“U.S.
Revolving Credit Advance” shall have the meaning assigned to it in Section 2.1(a).


 


“WF”
means Wells Fargo Bank, National Association, successor by merger to Wells Fargo Retail Finance, LLC.


 


"WFCFCC"
means Wells Fargo Capital Finance Corporation Canada.


 


“Work Fee”
shall mean a fee in the amount of $25,000 payable to the Applicable Lender pursuant to,
and upon occurrence of the events described in, Section 2.5(d).


 


Certain Matters of Construction.


 


All accounting terms not specifically defined
herein shall be construed in accordance with GAAP. When used herein, the term “financial statements” shall include
the notes and schedules thereto.


 


All other undefined terms contained in
any of the Loan Documents shall, unless the context indicates otherwise, have the meanings provided for by the Code or
the PPSA, as the context so required, to the extent the same are used or defined therein. Unless otherwise specified,
reference in this Agreement or any of the Appendices to a Section, subsection or clause refer to such Section, subsection or clause
as contained in this Agreement. The words “herein,” “hereof’ and “hereunder” and other words
of similar import refer to this Agreement as a whole, including all Annexes, Exhibits and Schedules, as the same may from time
to time be amended, restated, modified or supplemented, and not to any particular section, subsection or clause contained in this
Agreement or any such Annex, Exhibit or Schedule. All of the Annexes, Schedules and Exhibits attached to this Agreement shall be
deemed incorporated herein by reference. Notwithstanding the foregoing, and unless the context so
requires, (i) any term defined in this Agreement by reference to the "Code" or the "Uniform Commercial Code"
shall, to the extent defined therein, also have any extended, alternative or analogous meaning given to such term in the PPSA,
other applicable Canadian personal property security and other laws (including the Personal Property Security Act of each
applicable province of Canada, the Bills of Exchange Act (Canada) and the Depository Bills and Notes Act (Canada))
in all cases for the extension, preservation or betterment of the security and rights of the Collateral, (ii) all references in
this Agreement to "Article 8" shall be deemed to refer also to applicable Canadian securities transfer laws (including
the Securities Transfer Act of each applicable province of Canada), (iii) all references in this Agreement to applicable
U.S. security transfer laws (including the Exchange Act) shall refer also to applicable Canadian securities transfer laws (including,
the Securities Transfer Act of each applicable province of Canada (the "STA")), and (iv) all references in this Agreement
to a financing statement, continuation statement, amendment or termination statement shall be deemed to refer also to the analogous
documents used under applicable United States personal property security laws.


 


Wherever from the context it appears appropriate,
each term stated in either the singular or plural shall include the singular and the plural, and pronouns stated in the masculine,
feminine or neuter gender shall include the masculine, feminine and neuter genders. The words “including”, “includes”
and “include” shall be deemed to be followed by the words “without limitation”. References to Persons shall
include their respective successors and assigns (to the extent and only to the extent permitted by the Loan Documents) or, in the
case of governmental Persons, Persons succeeding to the relevant functions of such Persons; and all references to statutes and
related regulations shall include any amendments of the same and any successor statutes and regulations. Whenever any provision
in any Loan Document refers to the knowledge (or an analogous phrase) of a Borrower, such words are intended to signify that the
officers of such Borrower have actual knowledge or awareness of a particular fact or circumstance or that such officers of such
Borrower, if they had exercised reasonable diligence, would have known or been aware of such fact or circumstance. Any reference
in this Agreement or in the other Loan Documents to any agreement, instrument, or document shall include all alterations, amendments,
changes, extensions, modifications, renewals, replacements, substitutions, joinders, and supplements, thereto and thereof, as applicable
(subject to any restrictions on such alterations, amendments, changes, extensions, modifications, renewals, replacements, substitutions,
joinders, and supplements set forth herein). Any requirement of a writing contained herein or in the other Loan Documents shall
be satisfied by the transmission of a Record and any Record transmitted shall constitute a representation and warranty as to the
accuracy and completeness of the information contained therein.


 




    	 	- 27 -	 



     


    

 


Quebec Interpretation.
For purposes of any Collateral located in the Province of Quebec or charged by any deed of hypothec (or any other Loan Document)
and for all other purposes pursuant to which the interpretation or construction of a Loan Document may be subject to the laws of
the Province of Quebec or a court or tribunal exercising jurisdiction in the Province of Québec, (q) “personal property”
shall be deemed to include “movable property”, (r) “real property” shall be deemed to include “immovable
property”, (s) “tangible property” shall be deemed to include “corporeal property”, (t) “intangible
property” shall be deemed to include “incorporeal property”, (u) “security interest” and “mortgage”
shall be deemed to include a “hypothec”, (v) all references to filing, registering or recording under the Code or the
PPSA shall be deemed to include publication under the Civil Code of Québec, (w) all references to “perfection”
of or “perfected” Liens shall be deemed to include a reference to the “opposability” of such Liens to third
parties, (x) any “right of offset”, “right of setoff” or similar expression shall be deemed to include
a “right of compensation”, (y) “goods” shall be deemed to include “corporeal movable property”
other than chattel paper, documents of title, instruments, money and securities, and (z) an “agent” shall be deemed
to include a “mandatary”.


 


AMOUNT AND TERMS OF CREDIT


 


Advances and Letters of Credit.


 


Subject to the terms and conditions hereof,
U.S. Lender may, in its sole discretion and with no obligation to do so, from time to time,
at U.S. Lender’s option, until the Revolving Credit Termination Date, (i) make
available to the U.S. Borrowers advances in Dollars (each, a “U.S.
Revolving Credit Advance”) to or for the benefit of a U.S. Borrower
as provided for in this Section 2.1, and (ii) incur Letter of Credit Obligations in Dollars (except as otherwise agreed
by the U.S. Lender or Issuing Bank) in respect of a U.S. Borrower,
or, at the request of a U.S. Borrower, in respect of any other Credit Party or Subsidiary
of a Credit Party, as provided for in Annex B and this Section 2.1.  


 


Subject to the terms and
conditions hereof, Canadian Lender may, in its sole discretion and with no obligation to do so, from time to time, at Canadian
Lender’s option, until the Revolving Credit Termination Date, (i) make available to the Canadian Borrower advances in
Dollars or CAD (each, a “Canadian Revolving Credit Advance”) to or for the benefit of the Canadian Borrower as provided
for in this Section 2.1, and (ii) (B) incur Letter of Credit Obligations in Dollars or CAD (except as otherwise agreed by
Canadian Lender or Canadian Issuing Bank) in respect of the Canadian Borrower, or, at the request of the Canadian Borrower, in
respect of any other Credit Party or Subsidiary of a Credit Party, as provided for in Annex B and this Section 2.1. 


 


The Applicable
Lender will disburse Revolving Credit Advances to each Borrower by depositing the amount of each such Revolving Credit
Advance to the applicable Borrower’s Disbursement Account pursuant to Section 2.10 hereof. The aggregate amount outstanding
of Revolving Credit Advances and Letter of Credit Obligations shall not exceed at any one time the Revolving Loan Ceiling.


 


Revolving Credit Advances and Letters of
Credit (other than Backend L/Cs) issued with respect to any Liquidation Sale of Inventory shall not exceed the applicable Inventory
Borrowing Base. Revolving Credit Advances and Letters of Credit (other than Backend L/Cs) issued with respect to any Liquidation
Sales of Other Assets shall not exceed the applicable Other Assets Borrowing Base.


 




    	 	- 28 -	 



     


    

 


Until the Revolving Credit Termination
Date, a Borrower may from time to time request to borrow, repay and request to reborrow under this Section 2.1.


 


All amounts borrowed pursuant to this Section,
together with all other Obligations, shall be due and payable (or in the case of any Letters of Credit, shall terminate) on the
earlier of the maturity date therefor pursuant to Section 2.3 or the Revolving Credit Termination Date; provided, however, that
the Applicable Lender or any of its Affiliates may determine, in their sole and absolute
discretion and with no obligation so to do, to extend the termination or maturity date for any Bank Product Obligations beyond
the Revolving Credit Termination Date subject to Borrowers’ (or their Affiliate’s, as the case may be) satisfaction
of any conditions therefor required by the Applicable Lender or its Affiliate.


 


A Borrower’s request for Revolving
Credit Advances or Letters of Credit shall be made by irrevocable written notice by an Authorized Person of such Borrower to the
representative of the Applicable Lender identified on Schedule 2.1 at the address
specified thereon. Those notices without limiting the applicable Borrower’s agreement to deliver a Liquidation Loan Proposal
pursuant to Section 2.1(f), must be actually received by the Applicable Lender no
later than (1) 1:00 p.m. (Boston, Massachusetts time) three (3) Business Days prior to the proposed date of any Inventory Advance
or Other Asset Advances; (2) 1:00 p.m. (Boston, Massachusetts time) on the Business Day on which a proposed Sales Tax or Total
Expense Advance is requested; and (3) with respect to Letter of Credit Obligations, 1:00 p.m. (Boston, Massachusetts time) on the
date which is at least two (2) Business Days prior to the proposed issuance date and subject to the terms and conditions governing
Letters of Credit forth in Annex B attached hereto. Each such notice (a “Notice of Revolving Credit Advance”
or “Notice of Letter of Credit Request,” as the case may be) must be given in writing (by telecopy or overnight
courier). Any Notice of Revolving Credit Advance or Notice of Letter of Credit Request must be substantially in the form of Exhibit
2.1-1 or Exhibit 2.1-2, as applicable, and shall include the information required in such Exhibit and such other information
as may be required by the Applicable Lender. Any Notice of Letter of Credit Request must
include the information described in Annex B and such other information as may be required by the
Applicable Lender. In addition, a Notice of Letter of Credit Request shall be accompanied by the form of the Letter
of Credit (which shall be acceptable to the Applicable Lender) to be guaranteed. Notwithstanding
anything contained herein to the contrary, Letter of Credit applications by a Borrower and approvals by the
Applicable Lender may be made and transmitted pursuant to electronic codes and security measures mutually agreed upon
and established by and between Borrowers and the Applicable Lender.


 


Inventory Advances, Other Assets Advances,
and Letters of Credit.


 


Subject to Section 6.15, if a Borrower
proposes to enter into Liquidation Sales Agreements with respect to any proposed Liquidation Sale, such Borrower may propose (or
shall propose if required to do so under Section 6.15) that the Applicable Lender
agree to make a Revolving Credit Advance to such Borrower or incur Letter of Credit Obligations for such Borrower’s account
with respect to the Retail Inventory (Revolving Credit Advances made with respect to Retail Inventory (in whole or in part) are
referred to as “Inventory Advances”) or Other Assets (Revolving Credit Advances made solely with respect to
Other Assets are referred to herein as “Other Assets Advances”) that are proposed to be sold through such Liquidation
Sale. Each such proposal (a “Liquidation Loan Proposal”) shall (A) be signed by an Authorized Person, (B) be
substantially in the form of Exhibit 2.1(a)(i) attached hereto and accompanied by all of the documents and information described
on Schedule 2.1(a)(i), together with copies of any court orders for any Merchant party to an Insolvency Proceeding, (C)
involve a proposed Inventory Advance, Other Asset Advance, or Letter of Credit in a minimum amount reasonably determined by such
Borrower and agreed to by the Applicable Lender in its sole discretion, and (D)
be sent so that it is actually received by the Applicable Lender no later than 1:00 p.m.
(Boston, Massachusetts time) on the fifth (5th) Business Day prior to the date of the proposed Inventory Advance, Other Assets
Advance, or incurrence of the Letter of Credit Obligations.


 




    	 	- 29 -	 



     


    

 


Within: (i) three (3) Business Days after
the Applicable Lender’s receipt of a Liquidation Loan Proposal in the US and Canada
only and (ii) within five (5) Business Days after the Applicable Lender’s receipt
of a Liquidation Loan Proposal in any other jurisdiction, the Applicable Lender will notify
such Borrower in writing (such notice, a “Lender’s Offer”), which notice may be substantially in the form
of Exhibit 2.1(a)(ii) or such other form as the Applicable Lender may elect, whether
the Applicable Lender:


 


		(A)	would be willing to make Revolving Credit Advance or incur Letter of Credit Obligations on the
terms proposed by such Borrower in which case such Borrower shall be obligated to timely submit a Notice of Revolving Credit Advance
or a Notice of Letter of Credit Request pursuant to Section 2.1(e),



 


		(B)	is not willing to make any Revolving Credit Advance or incur any Letter of Credit Obligations with
respect to such Liquidation Sale, or



 


		(C)	would be willing to make a Revolving Credit Advance or incur Letter of Credit Obligations with
respect to the proposed Liquidation Sale, but only at a specified Inventory Advance Rate or Other Assets Advance Rate that is different
from that proposed by Borrower and/or with such other modifications specified in such notice.



 


the Applicable
Lender shall have sole discretion to decide whether or not to agree to any Liquidation Loan Proposal or to propose an
alternative Inventory Advance Rate or Other Assets Advance Rate for the proposed Liquidation Sale. The
Applicable Lender shall not have any obligation to make a Revolving Credit Advance or incur Letter of Credit Obligations
unless the Applicable Lender actually receives, within two (2) Business Days after a Borrower’s
receipt of a notice from the Applicable Lender described in clauses (A) or (C) of the immediately
preceding sentence, written notice from such Borrower of such Borrower’s intention to request disbursement of such Revolving
Credit Advance or incurrence of such Letter of Credit Obligations on the terms set forth in such notice from the
Applicable Lender; provided, however, that if the Applicable Lender has
agreed to make a Revolving Credit Advance or incur Letter of Credit Obligations on the terms proposed by a Borrower in the applicable
Liquidation Loan Proposal, such Borrower shall apply for such Revolving Credit Advance or Letter of Credit on such terms (unless
subsequently otherwise agreed by the Applicable Lender in writing). In the event that,
as a result of competitive bidding or otherwise, a Borrower elects to increase the Guaranteed Amount or Purchase Price (an “Overbid”)
it is willing to pay under a Liquidation Sales Agreement for which it has provided to the Applicable
Lender a Liquidation Loan Proposal under Section 2.1(f)(i) prior to or after the
Applicable Lender’s sending a notice under Section 2.1(f)(ii), such Borrower shall promptly provide
the Applicable Lender with written notice of such increase, together with a modified Liquidation Loan Proposal, and
the Applicable Lender shall have the option, in its absolute discretion, to determine whether
to fund any portion of such increase, to reduce the Inventory Advance Rate or Other Assets Advance Rate in respect to such higher
Guaranteed Amount or Purchase Price, or to make a Revolving Credit Advance or issue a Letter of Credit only in accordance with
the original terms proposed by the Applicable Lender prior to such increase. 
The Applicable Lender shall not be required, without its consent, to increase the aggregate amount of any Revolving
Credit Advances or Letters of Credit agreed to by the Applicable Lender in Lender’s
Offer as a consequence of any Overbid.


 


The amount of the Revolving Credit Advance
and/or the Letter of Credit Obligations (other than with respect to any Backend L/C) with respect to each Liquidation Sale shall:
(x) be calculated based upon the applicable Inventory Advance Rate or Other Assets Advance Rate and the actual Guaranteed Amount
or Purchase Price as determined pursuant to the applicable Liquidation Sales Agreement (or, if the actual amount required to be
delivered to the Merchant by a Borrower with respect to the Guaranteed Amount or Purchase Price is less than such Guaranteed Amount
or Purchase Price, such lesser amount) and (y) in the aggregate, not exceed at any time the applicable Inventory Borrowing Base
or Other Assets Borrowing Base, as the case may be. Subject to the terms and conditions of this Agreement, the Revolving Credit
Advance and the applicable Letter of Credit Obligations may be incurred simultaneously with such advance, shall be disbursed as
a single advance; provided, however, that in the event the Liquidation Sales Agreements require an initial payment by a
Borrower to the Merchant before the completion of a final inventory count, the Revolving Credit Advance may be disbursed in two
or separate advances with the first portion of the Revolving Credit Advance being calculated based upon the applicable Inventory
Advance Rate or Other Assets Advance Rate and the amount of such required initial payment and the second portion, if any, of the
Revolving Credit Advance being determined and made based on the actual Guaranteed Amount or Purchase Price as determined by the
final inventory count and, if necessary, the amount of such subsequent Revolving Credit Advance being increased in correspondence
with reductions to the related Letter of Credit Obligations.


 




    	 	- 30 -	 



     


    

 


Sales Tax Advances. To the extent
that the Applicable Lender has received Collections with respect to a Liquidation Sale,
which Collections include Sales Tax Receipts, the Applicable Lender shall make, subject
to the terms and conditions hereof (including, without limitation, Section 3.3) Revolving Credit Advances equal to the amount of
such Sales Tax Receipts (each, a “Sales Tax Advance”), as and when a Borrower is required to pay such amounts
to the applicable Merchant or taxing authority, to enable a Borrower to forward such amounts to such Merchant or taxing authority
in accordance with the terms of the applicable Liquidation Sales Agreement. A Borrower’s Notice of Revolving Credit Advance
shall include documentation satisfactory to the Applicable Lender evidencing the amount
of such Sales Tax Receipts.


 


Total Expense Advances. With respect
to each Liquidation Sale, the Applicable Lender shall, subject to the terms and conditions
hereof (including, without limitation, Section 3.3), make Revolving Credit Advances to enable a Borrower to pay Expenses to the
Merchant or any third party entitled to receive such payment in accordance with the terms of the applicable Liquidation Sales Agreement,
as and when a Borrower is required to pay such amounts. With respect to each Liquidation Sale, the
Applicable Lender shall make such Revolving Credit Advances in an aggregate amount not to exceed the lesser of (i) the
actual Expenses of such Liquidation Sale, and (ii) an amount equal to one hundred and three percent (103%) of the amount for aggregate
Expenses shown on the Budget for such Liquidation Sale (the “Total Expense Advance”) for an average two (2)
week period; provided, that the Total Expense Advance may exceed one hundred and three percent (103%) of the amount for
aggregate Expenses shown on the Budget for such Liquidation Sale for an average two (2) week period to the extent that a Borrower
either provides the Applicable Lender with evidence reasonably satisfactory to
the Applicable Lender that such excess was not caused by a deviation from the plan for such Liquidation Sale as set
forth in the documents and information furnished to the Applicable Lender with the Liquidation
Loan Proposal for such Liquidation Sale, or to the extent that such excess is caused by a deviation for which the
Applicable Lender has given its prior written consent. A Borrower’s Notice of Revolving Credit Advance shall include
documentation satisfactory to the Applicable Lender evidencing the amount of Expenses.
If specified in the Liquidation Loan Proposal for such Liquidation Sale, the Applicable Lender
will incur Letter of Credit Obligations with respect to a portion of the anticipated Expenses of such Liquidation Sale; provided,
that in such case the Applicable Lender will not be obligated to make Revolving Credit
Advances with respect to Expenses of such Liquidation Sale unless the Applicable Lender
is satisfied that the aggregate amount of such Revolving Credit Advances and the amount of such Letter of Credit Obligations that
the Applicable Lender reasonably anticipates may ultimately be drawn upon does not exceed
the Total Expense Advance.


 


Notes. Borrowers shall execute and
deliver to the Applicable Lender one or more notes in the aggregate principal amount of
the Revolving Loan Ceiling substantially in the form of Exhibit 2.1(i) (collectively, the “Notes”).
Each Note shall represent the joint and several obligation of Borrowers to pay the amount of the applicable outstanding Revolving
Credit Advance or Letter of Credit Obligation, as well as all other Revolving Credit Advances and Letter of Credit Obligations,
together with interest thereon as prescribed in Section 2.4. Notwithstanding any provision of any of the Notes, the entire
unpaid balance of the Revolving Loan and all of the Notes, and all other non-contingent Obligations, shall be immediately due and
payable in full in immediately available funds on the Revolving Credit Termination Date.


 




    	 	- 31 -	 



     


    

 


Reliance on Notices. The
Applicable Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any Notice of Revolving
Credit Advance, Notice of Letter of Credit Request, Liquidation Loan Proposal or similar notice believed by the
Applicable Lender to be signed by any Authorized Person of a Borrower.  The Applicable
Lender may assume that each Person executing and delivering such a notice was duly authorized.


 


Use of Proceeds. Borrowers shall
use the proceeds of each Liquidation Borrowing solely for the purpose of making payments with respect to the Guaranteed Amount
or Purchase Price, Expenses, Sales Tax Receipts, or the Recovery Amount, if any, with respect to the associated Liquidation Sale,
as and when Borrowers are required to pay such amounts in accordance with the terms of the applicable Liquidation Sales Agreements.


 


Maturity of Advances. With respect
to Revolving Credit Advances or Letters of Credit made or issued in any given Liquidation Sale, each such Revolving Credit Advance
shall be due and payable in full, and each Letter of Credit shall have an expiry date no later than, the earlier of (i) 180 days
after the date of the first Revolving Credit Advance made or Letter of Credit issued with respect to such Liquidation Sale, or
(ii) twenty one (21) days after the last day of the sale term as stated in the applicable Liquidation Sale Agreement.


 


Interest and Letter of Credit
Fees.


 


U.S. Borrowers
may only request Revolving Credit Advances with an interest rate determined by reference
to the LIBO Rate plus the applicable Margin. Canadian Borrower may only request Revolving Credit Advances
with an interest rate determined by reference to the LIBO Rate (for Dollars) or the BA Equivalent Rate (for CAD), plus the applicable
Margin. 


 


Accrued and unpaid interest on Revolving
Credit Advances shall be payable (i) on the first day of each calendar month after the Closing Date; (ii) upon the occurrence of
an Event of Default in consequence of which the Applicable Lender elects to accelerate
the maturity of all or any portion of the Obligations, and (iii) upon termination of this Agreement pursuant to the terms hereof.
At any time that an Event of Default has occurred and is continuing, the Applicable Lender
shall have the option to convert the interest rate on all outstanding (A) LIBO Rate Loans
to a rate equal to the Base Rate plus the applicable Margin.
(in the case of Dollars) and (B) BA Rate Loans to a rate equal to the Canadian Base Rate plus the applicable Margin (in the case
of CAD). In the event that the Applicable Lender exercises such right of conversion,
Borrowers shall jointly and severally indemnify, defend, and hold the Applicable Lender
and its Indemnified Persons harmless against any and all Funding Losses resulting from such conversion in accordance with Section
2.4(j).


 


Borrowers shall pay interest to
the Applicable Lender on the Daily Balance of the aggregate outstanding principal amount of all Revolving Credit Advances
at a per annum rate equal to the sum of (i) the Base Rate or LIBO Rate, as applicable to such Revolving Credit Advances,
plus (ii) the applicable Margin.
(in the case of Dollars), or (ii) the BA Equivalent Rate or Canadian Base Rate, as applicable to such Revolving Credit Advances
(in the case of CAD), in each case plus (iii) the applicable Margin. All other Obligations shall bear interest at a
per annum rate equal to the Base Rate (in the case of Dollars) or Canadian Base Rate (in the case
of CAD) plus the Margin then applicable to Other Asset Advances.


 


As to each outstanding Letter of Credit,
Borrowers shall pay the Applicable Lender a Letter of Credit Fee (in addition to the charges,
commissions, fees, and costs set forth in Annex B attached hereto) which shall accrue at the applicable rate set forth
in Annex B attached hereto multiplied by the maximum amount available to be drawn under the applicable Letter of Credit.


 




    	 	- 32 -	 



     


    

 


Letter of Credit Fees and all other Fees
(except the Closing Fee which shall be payable in accordance with the Fee Letter) payable hereunder shall be due and payable, in
arrears, on the first day of each month at any time that Obligations are outstanding. Each Borrower hereby authorizes
the Applicable Lender, from time to time, without prior notice to any Borrower, to charge interest and fees, all Lender
Expenses (as and when incurred), Fees, and all other payments as and when due and payable under any Loan Document (including any
amounts due and payable to the Applicable Lender or its Affiliates in respect of Bank Products)
to Borrowers’ Loan Account, which amounts thereafter shall constitute Revolving Credit Advances hereunder and shall accrue
interest at the applicable Base Rate plus the Margin applicable for Revolving Credit Advances
with an Inventory Advance Rate of 92.5% hereunder. Any interest not paid when due shall be compounded by being charged to Borrowers’
Loan Account and shall thereafter constitute Revolving Credit Advances hereunder and shall accrue interest at the applicable
Base Rate plus the Margin applicable for Inventory Advances with an Inventory Advance Rate of 92.5% hereunder. Each
Lender shall provide Borrowers with copies of invoices it receives in respect to Lender Expenses upon request.


 


If any payment on any Revolving Credit
Advances becomes due and payable on a day other than a Business Day, subject with respect to LIBONon-Prime
Rate Loans to clauses (c)-(e) of the definition of Interest Period, the maturity thereof will be extended to the next succeeding
Business Day and, with respect to payments of principal, interest thereon shall be payable at the
then applicable rate during such extension.


 


All computations of interest shall be made
by the Applicable Lender on the basis of a three hundred and sixty (360) day year, in each
case for the actual number of days occurring in the period for which such interest is payable. Each determination by
the Applicable Lender of an interest rate hereunder shall be conclusive, absent manifest error. In the event the Base
Rate is changed from time to time hereafter, the rates of interest hereunder based upon the Base Rate automatically and immediately
shall be increased or decreased by an amount equal to such change in the Base Rate.


 


So long as any Event of Default shall have
occurred and be continuing, and at the election of the Applicable Lender after written
notice from the Applicable Lender to Borrowers, the interest rates and the Letter of Credit
Fees applicable to each of the Revolving Credit Advances, Letters of Credit, and other Obligations shall be increased by two percent
(2%) per annum above the rates of interest or the Letter of Credit Fees otherwise applicable hereunder (“Default Rate”),
and all outstanding Obligations shall bear interest at the Default Rate applicable to such Obligations. Interest and Letter of
Credit Fees at the Default Rate shall accrue from the initial date of such Event of Default until that Event of Default is cured
or waived and shall be payable upon demand.


 


Notwithstanding anything to the contrary
set forth in this Section 2.4, if a court of competent jurisdiction determines in a final order that the rate of interest
payable hereunder exceeds the highest rate of interest permissible under Law (usury or otherwise)
(the “Maximum Lawful Rate”), then so long as the Maximum Lawful Rate would be so exceeded, the rate
of interest payable hereunder shall be equal to the Maximum Lawful Rate; provided, that if at any time thereafter the rate
of interest payable hereunder is less than the Maximum Lawful Rate, Borrowers shall continue to pay interest hereunder at the Maximum
Lawful Rate until such time as the total interest received by the Applicable Lender is
equal to the total interest which would have been received had the interest rate payable hereunder been (but for the operation
of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement. Thereafter, interest
hereunder shall be paid at the rate(s) of interest and in the manner provided in Sections 2.4(a) through (e) above,
unless and until the rate of interest again exceeds the Maximum Lawful Rate, and at that time this paragraph shall again apply.
In no event shall the total interest received by the Applicable Lender pursuant to the
terms hereof exceed the amount which the Applicable Lender could lawfully have received
had the interest due hereunder been calculated for the full term hereof at the Maximum Lawful Rate. If the Maximum Lawful Rate
is calculated pursuant to this paragraph, such interest shall be calculated at a daily rate equal to the Maximum Lawful Rate divided
by the number of days in the year in which such calculation is made. If, notwithstanding the provisions of this Section 2.4(i),
a court of competent jurisdiction shall finally determine that the Applicable Lender has
received interest hereunder in excess of the Maximum Lawful Rate, the Applicable Lender
shall, to the extent permitted by applicable Law, promptly apply such excess in the order specified in Section 2.8 and thereafter
shall refund any excess to Borrowers or as a court of competent jurisdiction may otherwise order.


 




    	 	- 33 -	 



     


    

 


In connection with each LIBONon-Prime
Rate Loan, Borrowers shall jointly and severally indemnify, defend, and hold Lenderthe
Lenders harmless against any loss, cost, or expense incurred by Lenderthe
Lenders as a result of (a) the payment of any principal of any LIBONon-Prime
Rate Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b)
the conversion of any LIBONon-Prime Rate
Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure to borrow, convert, continue or prepay
any LIBONon-Prime Rate Loan on the date
specified in any Notice of Revolving Credit Advance delivered pursuant hereto (such losses, costs, and expenses, collectively,
“Funding Losses”). Funding Losses shall, with respect to the Applicable Lender,
be deemed to equal the amount reasonably determined by the Applicable Lender to be the
excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such LIBONon-Prime
Rate Loan had such event not occurred, at the LIBONon-Prime
Rate that would have been applicable thereto, for the period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest
Period therefor), minus (ii) the amount of interest that would accrue on such principal amount for such period at the interest
rate which the Applicable Lender would be offered were it to be offered, at the commencement
of such period, Dollar deposits of a comparable amount and period in the London interbank market. A certificate of the
Applicable Lender delivered to Borrower setting forth any amount or amounts that  the Applicable
Lender is entitled to receive pursuant to this Section shall be conclusive absent manifest error.


 


A Borrower may prepay LIBONon-Prime
Rate Loans at any time; provided, however, that in the event that LIBONon-Prime
Rate Loans are prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of
any automatic prepayment through the required application by the Applicable Lender of Proceeds
in accordance with Section 2.8 or for any other reason, including early termination of the term of this Agreement or acceleration
of all or any portion of the Obligations pursuant to the terms hereof, Borrowers shall jointly and severally indemnify, defend,
and hold the Applicable Lender and its Indemnified Persons harmless against any and all
Funding Losses in accordance with Section 2.4(j).


 


The following provisions shall apply to
each LIBORNon-Prime Rate Loan:


 


The LIBONon-Prime
Rate may be adjusted by the Applicable Lender on a prospective basis to take into account
any additional or increased costs to the Applicable Lender of maintaining or obtaining
any eurodollar deposits or increased costs due to changes in applicable Law occurring subsequent to the commencement of the
then applicable Interest Period, including changes in tax laws (except changes of general applicability in corporate
income tax laws) and changes in the reserve requirements imposed by the Board of Governors of the Federal Reserve System (or any
successor), excluding the Reserve Percentage, which additional or increased costs would increase the cost of funding loans bearing
interest at the LIBONon-Prime Rate. In
any such event, the Applicable Lender shall give Borrowers notice of such a determination
and adjustment and, upon its receipt of such notice from the Applicable Lender, Borrowers
may, by notice to the Applicable Lender (y) require the Applicable
Lender to furnish to Borrowers a statement setting forth the basis for adjusting such LIBONon-Prime
Rate and the method for determining the amount of such adjustment, or (z) repay the LIBONon-Prime
Rate Loans with respect to which such adjustment is made (together with any amounts due under Section 2.4(j) above).


 


In the event that any change in market
conditions or any Law, regulation, treaty, or directive, or any change therein or in the interpretation of application thereof,
shall at any time after the date hereof, in the reasonable opinion of the Applicable Lender,
make it unlawful or impractical for the Applicable Lender to fund or maintain LIBONon-Prime
Rate Loans or to continue such funding or maintaining, or to determine or charge interest rates at the LIBONon-Prime
Rate, the Applicable Lender shall give notice of such changed circumstances to Borrowers
and in the case of any LIBONon-Prime Rate
Loans that are outstanding, the date specified in the Applicable Lender’s notice
shall be deemed to be the last day of the Interest Period of such LIBONon-Prime
Rate Loans, and interest upon the LIBONon-Prime
Rate Loans shall accrue interest at a rate equal to the applicable Base Rate plus the applicable
Margin.


 




    	 	- 34 -	 



     


    

 


Anything to the contrary contained herein
notwithstanding, the Applicable Lender is not required actually to acquire eurodollar deposits
to fund or otherwise match fund any Obligation as to which interest accrues at the LIBONon-Prime
Rate. The provisions of this clause shall apply as if the Applicable Lender had match funded
any Obligation as to which interest is accruing at the LIBONon-Prime
Rate by acquiring eurodollar deposits for each Interest Period in the amount of the LIBONon-Prime
Rate Loans.


 


Interest Act
(Canada). For the purposes of the Interest Act (Canada), the yearly rate of interest to which any rate calculated on the basis
of a period of time different from the actual number of days in the year (360 days, for example) is equivalent is the stated rate
multiplied by the actual number of days in the year (365 or 366, as applicable) and divided by the number of days in the shorter
period (360 days, in the example).


 


Fees. Borrowers shall pay to Lenderthe
Lenders all Lender Expenses, including, but not limited to, the following fees and charges, which fees and charges shall
be non-refundable when paid (irrespective of whether this Agreement is terminated thereafter):


 


Closing Fee. The
applicable Borrowers shall pay the U.S. Lender the Closing Fee in accordance
with the Fee Letter.


 


Success Fee. Upon completion of
the Final Accounting with respect to any Liquidation Sale, Borrowers shall pay to Lenderthe
Lenders the Success Fee, if any, with respect to such Liquidation Sale. To the extent that
the Applicable Lender has received and is still holding payments with respect to such Liquidation Sale after all other
Obligations with respect to such Liquidation Sale have been paid in full, the Applicable Lender
may apply the amount of payments against any Success Fee with respect to such Liquidation Sale.


 


Audit, Appraisal, and Valuation Charges.
For the separate account of Lenderthe Lenders,
Borrowers shall pay all audit, appraisal, and valuation fees plus out-of-pocket expenses, for each audit, appraisal, and
valuation of the Collateral performed by or at the request of the Applicable Lender, or
the actual charges paid or incurred by the Applicable Lender if it elects to employ the
services of one or more third Persons to perform financial audits of any Borrower, to appraise the Collateral, or any portion thereof,
or to assess any Borrower’s business valuation.


 


Work Fee.           In the event that a
Borrower has submitted a Liquidation Loan Proposal to the Applicable Lender pursuant to
Section 2.1(f) and the Applicable Lender has committed pursuant to Section 2.1(f)(ii)
to make a Revolving Credit Advance or incur Letter of Credit Obligations on the terms set forth in such Liquidation Loan Proposal
(or on other terms proposed by the Applicable Lender and accepted by such Borrower) and
such Borrower (or any Liquidator JV, as applicable) thereafter enters into a Liquidation Sales Agreement but such Borrower, Great
American or GAG Inc. elects to fund its (or any of its Affiliates’) obligations (or its pro rata share of the obligations
of any Liquidator JV, as applicable) under such Liquidation Sales Agreement without such Revolving Credit Advance or Letter of
Credit, then, without waiving any Default or Event of Default which may result (including, without limitation, as a result of any
breach of Section 6.15) from such Borrower’s election or any of the Applicable Lender’s
rights or remedies against such Borrower under the Loan Documents or applicable Law (all of which the
Applicable Lender hereby expressly reserves), Borrower shall pay the Work Fee to the Applicable
Lender, which Work Fee shall be deemed fully earned and payable upon the occurrence of such events. A Work Fee constitutes partial
consideration for the Applicable Lender’s work in reviewing the terms of such Liquidation
Loan Proposals and shall not relieve a Borrower of any other obligations hereunder to reimburse the
Applicable Lender for any other Lender Expenses or Fees howsoever arising. The Work Fee shall be paid no later than
the first day of the next calendar month pursuant to Section 2.4(e), after Borrower (or any Liquidator JV) enters into such
Liquidation Sales Agreement and shall be subject to the other terms and conditions of Section 2.4(e).


 




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Cash Management Systems.


 


Borrowers shall (i) establish and maintain
cash management services of a type and on terms satisfactory to Lenderthe
Lenders at one or more of the banks set forth on Schedule 2.6 (each a “Cash Management Bank”),
and shall request in writing and otherwise take such reasonable steps to ensure that all amounts owed to any Borrower by any Person
is directly deposited to one of the cash management accounts at such Cash Management Banks, and (ii) deposit or cause to be deposited
promptly, and in any event no later than the first Business Day after the date of receipt thereof, all Collections into one of
the DDAs set forth on Schedule 2.6 (a “Cash Management Account”) at one of the Cash Management Banks
or the applicable Collection Account. If, notwithstanding the provisions of this Section 2.6, any Borrower receives or otherwise
has dominion over or control of any Collections, such Borrower shall hold such Collections in trust for Lenderthe
Lenders and shall not commingle such Collections with any Person’s other funds or deposit such Collections in
any account of any other Person except as instructed by Lenderthe
Lenders.


 


Borrowers shall establish and maintain
Control Agreements with Lenderthe Lenders
and each Cash Management Bank set forth on Schedule 2.6 in respect to any Cash Management Account, any Collection Account
and any Disbursement Account and, upon the request of Lenderthe
Lenders at any time, at any other DDA. Each such Control Agreement shall provide, among other things, that (i) upon
notice from Lenderthe Lenders, the Cash
Management Bank will comply with instructions of Lenderthe
Lenders directing the disposition of funds in the applicable Cash Management Account without further consent by any
Borrower, (ii) the Cash Management Bank has no rights of setoff or recoupment or any other claim against the applicable Cash Management
Account or Collection Account, other than for payment of its service fees and other charges directly related to the administration
of such Cash Management Account or Collection Account and for returned checks or other items of payment, and (iii) except as otherwise
permitted under Section 2.6(e) or as otherwise agreed by the Applicable Lender in its sole
discretion, the Cash Management Bank immediately will forward by daily sweep all amounts in the applicable Cash Management Account
or Collection Account to the applicable Collection Account or Lender’s Account identified by the
Applicable Lender and (iv) no Borrower shall have (A) access to such Cash Management Account(s) or Collection Account
or the contents thereof and (B) the right to direct the distribution of any funds from such Cash Management Account(s) or
Collection Account. For any Liquidation Sale, or portion thereof, conducted outside of the United States,
or Canada, the Applicable Lender and Borrowers shall establish a Collection Account to receive the proceeds of such
Liquidation Sale outside the United States or Canada and all funds on deposit in such Collection
Account shall be swept to the Master Collection Account at such intervals as agreed by the Applicable
Lender and Borrowers at the commencement of the Liquidation Sale.


 


Reserved.


 


Promptly at the request of Lenderthe
Lenders, each Borrower shall deliver to Lenderthe
Lenders notification, executed by such Borrower, to each depository institution at which such Borrower maintains any
DDA (other than DDA’s established for petty cash), in form and substance satisfactory to Lenderthe
Lenders in itstheir sole discretion,
of Lender’sthe Lenders’ Liens
in such DDA and, shall instruct such depository institution, upon direction of Lenderthe
Lenders, to remit all amounts deposited from time to time in the DDA to Lender’s Account or as otherwise directed
from time to time by Lenderthe Lenders.
Except as otherwise may be provided with respect to Blocked Accounts pursuant to Section 2.6(e), no Borrower shall establish
any DDA hereafter unless, contemporaneous with such establishment, such Borrower notifies Lenderthe
Lenders and, if requested by Lenderthe
Lenders, delivers to such depository institution the notification described herein and together with a Control Agreement.
No Borrower shall change such direction or designation without the prior written consent of Lenderthe
Lenders. If no Event of Default has occurred and is continuing, Lenderthe
Lenders shall not direct any such depository institution referred to in this Section 2.6(d) to remit amounts
to Lenderthe Lenders without taking into
consideration other expenditures to be made from such accounts provided that the provisions of this sentence shall not apply to
Cash Management Accounts, Blocked Accounts, or the Collection Account(s). Notwithstanding the foregoing, Borrowers shall not be
required to provide a cash management agreement or other control agreement with respect to any DDA in which a balance of $2,500
(or the equivalent in any other currency) or less is maintained at all times (provided that the aggregate amount of such balances
in all accounts does not exceed $20,000 and the full balance in such account is swept into a Collection Account at least twice
per week).


 




    	 	- 36 -	 



     


    

 


Notwithstanding anything herein to the
contrary, for each Liquidation Sale, prior to the Applicable Lender making the Revolving
Credit Advance or incurring the Letter of Credit Obligations with respect to such Liquidation Sale, unless such requirement is
waived in writing by the Applicable Lender, Borrowers shall establish a blocked account
in Borrowers’ name (the “Blocked Account”) at a bank acceptable to Lenderthe
Lenders, for the deposit of all Collections and other amounts that Borrowers are entitled to receive and use with respect
to such Liquidation Sale, and Borrowers shall deposit or cause to be deposited into the Blocked Account such amounts at least two
times per week, or more frequently as Borrowers may determine is appropriate. In the event that Borrowers have not established
a Blocked Account prior to the date on which the Applicable Lender is otherwise willing
to make a Revolving Credit Advance or incur the Letter of Credit Obligations with respect to any Liquidation Sale, Borrowers shall
cause, in a manner satisfactory to the Applicable Lender in its sole discretion, all Collections
and other amounts which Borrowers are entitled to receive and use with respect to such Liquidation Sale to be deposited into the
Collection Account at least two times per week, or more frequently as Borrowers may determine is appropriate.


 


Prior to the
Applicable Lender making the Revolving Credit Advance or incurring the Letter of Credit Obligations with respect to
each Liquidation Sale, the bank at which the Blocked Account for such Liquidation Sale has been established (if the
Applicable Lender has not waived such requirement as provided in Section 2.6(e)) shall have entered into a Control
Agreement with the Applicable Lender and Borrowers, in form and substance acceptable to
the Applicable Lender, which shall immediately become operative at the bank at which the Blocked Account is maintained.
Such Control Agreement shall provide, among other things, that such bank executing such agreement has no rights of setoff or recoupment
or any other claim against such Blocked Account, other than for payment of its service fees and other charges directly related
to the administration of such account, and the bank at which the Blocked Account is located agrees to forward immediately all amounts
in the Blocked Account to the applicable Collection Account and to commence the process of daily sweeps from the Blocked Account
into the applicable Collection Account. Although, as a result of the collection of payments in any Collection Account, a credit
balance may exist in favor of Borrowers, under no circumstance shall such credit balance accrue interest in favor of Borrowers.


 


For each Liquidation Sale, Borrowers shall
establish, in their name, a separate account (each a “Disbursement Account”) at a bank acceptable to the
Applicable Lender in the United States or Canada (the “Disbursement
Account Bank”) into which the Applicable Lender shall deposit proceeds of the
Revolving Credit Advances with respect to such Liquidation Sale, except for those proceeds as to which the
Applicable Lender and Borrowers have agreed upon an alternative method of funding, for use by Borrowers solely in accordance
with the provisions of Section 2.2. Prior to the Applicable Lender’s making
such Revolving Credit Advance, the bank at which the Disbursement Account for such Liquidation Sale has been established shall
have entered into a Control Agreement with the Applicable Lender and Borrowers, in form
and substance acceptable to the Applicable Lender, which shall immediately become operative
at the bank at which the Disbursement Account is maintained. Such Control Agreement shall provide, among other things, that such
bank executing such agreement has no rights of setoff or recoupment or any other claim against such Disbursement Account, other
than for payment of its service fees and other charges directly related to the administration of such account.


 




    	 	- 37 -	 



     


    

 


The Cash Management Accounts, Collection
Accounts, Blocked Account and the Disbursement Account for each Liquidation Sale shall be cash collateral accounts, with all cash,
checks and other similar items of payment in such accounts securing payment and performance of the Liquidation Borrowings and all
other Obligations, and in which Borrowers shall be deemed to have granted a Lien to the Applicable
Lender pursuant to the Collateral Documents. Unless Lenderthe
Lenders otherwise agreesagree,
Borrowers shall maintain the Blocked Account and the Disbursement Account with respect to each Liquidation Sale so long as there
is any reasonable expectation that any additional Collections will be received or Revolving Credit Advances made with respect to
such Liquidation Sale.


 


Notwithstanding the foregoing, it is the
intent of the parties that at all times the Applicable Lender shall benefit from a first
priority Lien on all funds in any Cash Management Account, Collection Account, Blocked Account, and Disbursement Account wherever
located. If the Law of any jurisdiction where any account is domiciled (or the bank at which such account is maintained) requires
additional documents, agreements, and other measures in order to provide such first priority and perfection, Borrowers shall cooperate
with the Applicable Lender in executing such documents and agreements and taking such other
measures, all to the Applicable Lender’s satisfaction.


 


Payments.


 


Receipt of Payments;
Dollars Only. . All payments with respect to any Obligations of any Credit Party organized
under the laws of the United States shall be made in Dollars and all payments with respect to any Obligations of the Canadian Borrower
shall be made in the currency of the underlying Canadian Obligation (eg. Dollars or CAD). Any payment made contrary to the requirements
of the preceding sentence shall be subject to the terms of this Section 2.7 and Section 2.19.  Except as otherwise
expressly provided herein, all payments by Borrowers shall be made to Lender’s Account in Dollars or
CAD, as applicable, and shall be made in immediately available funds, no later than 1:00 p.m. (Boston, Massachusetts
time) on the date specified herein. Any payment received by the Applicable Lender later
than 1:00 p.m. (Boston, Massachusetts time), shall be deemed to have been received on the following Business Day and any applicable
interest or fee shall continue to accrue until such following Business Day. Any payment received by the
Applicable Lender on account of Borrowers in a currency other than Dollars or CAD, as applicable,
shall not be deemed to be a payment until the Applicable Lender has converted
such currency into Dollars. or CAD, as applicable.
Borrowers shall remain liable for the full amount of any such payment due to the Applicable Lender
if, after conversion from such other currency into Dollars or CAD, as applicable, a deficiency
remains. Borrowers shall also be liable for any costs, fees, expenses, Taxes, or other liabilities incurred by the
Applicable Lender as a result of receiving payment in such other currency or converting such currency into Dollars.
or CAD, as applicable. Notwithstanding the foregoing, the Applicable Lender
is not obligated to accept any payment for any Obligations in any currency other than Dollars.
or CAD, as applicable. In the event on occasion the Applicable Lender agrees
to accept payment for any Obligations in a currency other than Dollars,
or CAD, as applicable, the Applicable Lender’s acceptance on such occasion shall not require or oblige
the Applicable Lender to accept payment in other currencies thereafter.


 


Crediting Payments; Float Charge.
The receipt of any payment item by the Applicable Lender (whether from transfers to
the Applicable Lender by the Cash Management Banks pursuant to the Control Agreements or otherwise) shall not be considered
a payment on account unless such payment item is a wire transfer of immediately available federal funds made to Lender’s
Account or unless and until such payment item is honored when presented for payment. Should any payment item not be honored when
presented for payment, then Borrowers shall be deemed not to have made such payment and interest shall be calculated accordingly.
Anything to the contrary contained herein notwithstanding, any payment item shall be deemed received by the
Applicable Lender only if it is received into Lender’s Account on a Business Day on or before 1:00 p.m. (Boston,
Massachusetts time). If any payment item is received into Lender’s Account on a non-Business Day or after 1:00 p.m. (Boston,
Massachusetts time) on a Business Day, it shall be deemed to have been received by the Applicable
Lender as of the opening of business on the immediately following Business Day. From and after the Closing Date, the
Applicable Lender shall be entitled to charge Borrowers, for the account of the Applicable
Lender one (1) Business Day of ‘clearance’ or ‘float’ at the rate applicable to the
applicable Base Rate plus the applicable Margin applicable for Inventory Advances with an Inventory Advance Rate of
92.5% hereunder on all Collections that are received by Borrower (regardless of whether forwarded by the Cash Management Banks
to the Applicable Lender). This across-the-board one (1) Business Day clearance or float
charge on all Collections is acknowledged by the parties to constitute an integral aspect of the pricing of the financing of Borrowers;
the effect of such clearance or float charge being the equivalent of charging one (1) Business Day of interest on such Collections.


 




    	 	- 38 -	 



     


    

 


Application and Allocation
of Payments.


 


Prior to the date on which the Final Accounting
for any Liquidation Sale is approved by the Applicable Lender, any and all payments at
any time or times received from or on behalf of any Borrower (or from or on behalf of any Liquidator JV) with respect to such Liquidation
Sale (including any Liquidation Sales where a Borrower or a Liquidator JV, as applicable, provided an Overbid, whether or not the
Applicable Lender financed any portion of such Overbid) shall be applied, subject to the Final Accounting, in the following
order:


 


(i)           first, to repay
the outstanding principal of Revolving Credit Advances (including Total Expense Advances) made by the
Applicable Lender to fund Expenses of the applicable Liquidation Sale;


 


(ii)          second, to
pay then due and payable interest with respect to the applicable Revolving Credit Advances made in connection with such Liquidation
Sale;


 


(iii)         third, to
pay then due and payable Letter of Credit Fees with respect to the applicable Letters of Credit issued in connection with such
Liquidation Sale;


 


(iv)         fourth, to
pay all other thenthan due and payable
Fees (other than the Success Fee) and other Obligations incurred by Borrower in connection with such Liquidation Sale, other than
interest or principal with respect to Revolving Credit Advances and Letter of Credit Fees to the extent set forth in clauses (i),
(ii) and (iii) of this Section 2.8(a);


 


(v)          fifth, to repay
the outstanding principal of all Revolving Credit Advances (other than those referred to in clause (i) of this Section 2.8(a))
made with respect to such Liquidation Sale;


 


(vi)         sixth, to be
held by the Applicable Lender as cash collateral for Letter of Credit Obligations in the
manner described in Annex B until all of such Letter of Credit Obligations with respect to the applicable Liquidation Sale
have been fully cash collateralized to the extent required in Annex B;


 


(vii)       seventh, to
fund a reserve held by the Applicable Lender for all Expenses shown on the Budget that
have not been paid or yet incurred with respect to the applicable Liquidation Sale, to the extent such Expenses have not been otherwise
reserved for under a Letter of Credit;


 


(viii)      eighth, to
fund a reserve held by the Applicable Lender for the Recovery Amount with respect to the
applicable Liquidation Sale;


 


(ix)         ninth, to Borrowers,
to reimburse Borrowers for duly documented Expenses paid by Borrowers with respect to the applicable Liquidation Sale that were
not funded with Revolving Credit Advances;


 


(x)          tenth, to deposits
to the Disbursement Account, for the benefit of Borrowers, for payment of up to the Borrower Equity Amount;


 


(xi)         eleventh, to
any other unpaid amounts due to the Applicable Lender in respect to other outstanding Obligations
incurred in connection with other Liquidation Sales that have been completed;


 




    	 	- 39 -	 



     


    

 


(xii)        twelfth, to
the Applicable Lender as preliminary payments for the Success Fee for such Liquidation Sale based on the Net Profit
Margin with respect to such Liquidation Sale;


 


(xiii)       thirteenth,
to the extent the UK Credit Agreement is in effect, to Burdale for any unpaid amounts due to Burdale pursuant to the UK Credit
Agreement in connection with completed Liquidation Sales (but only if at the completion of a permitted transaction under the UK
Credit Agreement there is a shortfall in the repayment of any amounts due in connection therewith pursuant to the UK Credit Agreement,
which shortfall has not been repaid within two (2) business days of Borrower’s receipt of written notice from the
Applicable Lender in which such shortfall is identified);


 


(xiv)       fourteenth,
ninety percent (90%) of the remaining amount, if any deposited into the Disbursement Account for the benefit of Borrowers; and


 


(xv)        fifteenth,
the remaining ten percent (10%) to be held by the Applicable Lender pending completion
of the Final Accounting.


 


Upon the Final Accounting,
any remaining amounts received by the Applicable Lender with respect to such Liquidation
Sale after application in accordance with the order set forth above, shall be applied in the following order: (i) to payment of
any unpaid portion of the Success Fee, if any, with respect to such Liquidation Sale; and then (ii) to deposits to the Disbursement
Account, for the benefit of Borrowers.


 


If upon the Final Accounting it is determined
that any payments previously applied in accordance with Section 2.8(a) need to be adjusted to reflect the actual amounts
of all of the items set forth in Section 2.8(a), and that the amount received by either party is greater than the amount
than such party is ultimately determined to be entitled to receive, then such party shall pay the amount of such excess to the
other party.


 


the Applicable
Lender is authorized to, and at its sole election may, charge to any applicable Loan Account of Borrowers and cause
to be paid by Revolving Credit Advances hereunder all Fees, interest and other amounts owing by any Borrower under this Agreement
or any of the other Loan Documents with respect to a Liquidation Borrowing, if and to the extent Borrower fails to promptly pay
any such amounts as and when due, even if such charges would cause the aggregate outstanding Obligations to exceed the Revolving
Loan Ceiling. To the extent permitted by applicable Law, any charges so made shall constitute part of the Obligations hereunder.


 


To the extent that the
Applicable Lender applies any cash payment to a reserve or cash collateral account maintained by the
Applicable Lender pursuant to Section 2.8(a), the Applicable Lender shall
credit interest to any such account in an amount equal to the actual interest that the Applicable
Lender earns on overnight deposits.


 


Loan Account and Accounting. 
Each Lender shall maintain an account on its books in the name of Borrowers (the “Loan Account”)
on which Borrowers will be charged with all Revolving Credit Advances made by the Applicable Lender,
to Borrowers or for a Borrower’s account, the Letters of Credit issued for a Borrower’s account, and with all other
payment Obligations hereunder or under the other Loan Documents (except for Bank Product Obligations), including, accrued interest,
fees and expenses, and Lender Expenses. All amounts received in Lender’s Account from any Cash Management Bank shall be applied
in accordance with Section 2.8 and the Loan Account shall be credited accordingly. Each Lender
shall render statements regarding the Loan Account to Borrowers, including principal, interest, fees, and including an itemization
of all charges and expenses constituting Lender Expenses, and such statements shall be conclusively presumed to be correct and
accurate and constitute an account stated between Borrowers and the Applicable Lender unless,
within 30 days after receipt thereof by Borrowers, Borrowers shall deliver to the Applicable
Lender written objection thereto describing the error or errors contained in any such statements. Only those items expressly objected
to in such notice shall be deemed to be disputed by Borrowers.


 




    	 	- 40 -	 



     


    

 


Disbursements & Disbursement Account.
The Applicable Lender is authorized to make the Revolving Credit Advances and is authorized
to issue the Letters of Credit (or to cause Underlying Issuer to issue the Letters of Credit), under this Agreement based upon
telephonic or other instructions received from anyone purporting to be an Authorized Person. Borrowers agree to establish and maintain
the Disbursement Account with the Disbursement Account Bank for the purpose of receiving the proceeds of the Revolving Credit Advances
requested by Borrowers and made by the Applicable Lender hereunder. So long as no Default
or Event of Default has occurred and is continuing, Borrowers may add or replace the Disbursement Account Bank or the Disbursement
Account on 30 days prior written notice to the Applicable Lender; provided, however,
that (i) such prospective Disbursement Account Bank shall be satisfactory to the Applicable Lender
and the Applicable Lender shall have consented in writing in advance to the opening of
such Disbursement Account with the prospective Designated Account Bank, and (ii) prior to the time of the opening of such Disbursement
Account, Borrowers, the Applicable Lender and such prospective Disbursement Account Bank
shall have executed and delivered to the Applicable Lender a Control Agreement with respect
to the Disbursement Account. Unless otherwise agreed by the Applicable Lender and Borrowers,
any Revolving Credit Advance requested by Borrowers and made by the Applicable Lender,
in its sole discretion, shall be made to the Disbursement Account. The funding of a Revolving Credit Advance by the
Applicable Lender into the applicable Disbursement Account shall constitute the making of such Revolving Credit Advance
hereunder. The Applicable Lender shall not be obligated to cause the proceeds of any Revolving
Credit Advance to be transferred to any other bank or other account, particularly any such account located outside the United States
or Canada, and shall not be required to convert, or cause the conversion of, the proceeds of any Revolving Credit Advance
into any non-United States currency.


 


Indemnity.


 


Each Credit Party, jointly and severally,
shall pay, indemnify, defend, and hold Lenderthe
Lenders, and each of Lender’sthe
Lenders’ officers, directors, employees, agents, attorneys, and attorneys-in-fact (each, an “Indemnified
Person”) harmless (to the fullest extent permitted by applicable Law) from and against any and all claims, demands, suits,
actions, investigations, proceedings, and damages, and all reasonable and documented attorneys’ fees and disbursements and
other reasonable and documented costs and expenses actually incurred in connection therewith (as and when they are incurred and
irrespective of whether suit is brought), at any time asserted against, imposed upon, or incurred by any of them (a) in connection
with or as a result of or related to the execution, delivery, enforcement, performance, or administration of this Agreement, any
of the other Loan Documents, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation,
or proceeding related to this Agreement, any other Loan Document, or the use of the proceeds of the credit provided hereunder (irrespective
of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto
(all the foregoing, collectively, the “Indemnified Liabilities”). The foregoing to the contrary notwithstanding,
no Credit Party shall have any obligation to any Indemnified Person under this Section 2.11(a) with respect to any Indemnified
Liability that a court of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct
of such Indemnified Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations.
If any Indemnified Person makes any payment to any other Indemnified Person with respect to an Indemnified Liability as to which
a Credit Party was required to indemnify the Indemnified Person receiving such payment, the Indemnified Person making such payment
is entitled to be indemnified and reimbursed by the Credit Parties with respect thereto. The Credit Parties shall be subrogated
to an Indemnified Person’s rights of recovery to the extent of any liabilities satisfied by the any Credit Party and such
Indemnified Person shall execute and deliver such instruments and papers as are necessary to assign such rights and assist in the
execution thereof; provided, however, that, and, notwithstanding the foregoing to the contrary, such subrogation rights of the
Credit Parties may not be exercised until payment in full of all Obligations due hereunder and the termination of this Agreement
and shall be subordinate to the Obligations due Lenderto
the Lenders in all respects. WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH
RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT (NOT CONSTITUTING
GROSS NEGLIGENCE) OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF ANY OTHER PERSON.


 




    	 	- 41 -	 



     


    

 


Each Credit Party shall each be liable,
jointly and severally, to pay, indemnify, defend, and hold harmless (to the fullest extent permitted by applicable Law) from and
against any and all Indemnified Liabilities which may be instituted or asserted against or incurred by any such Indemnified Person
as a result of the engagement of such Credit Party, or any of their respective employees in, or any of such Person’s causing
any Credit Party to engage in, any fraud, acts in bad faith or intentional breach of the terms of this Agreement, any Liquidation
Sales Agreement, or the conduct of any Liquidation Sale. The foregoing to the contrary notwithstanding, no Credit Party shall have
any obligation to any Indemnified Person under this Section 2.11(b) with respect to any Indemnified Liability that a court
of competent jurisdiction finally determines to have resulted from the gross negligence or willful misconduct of such Indemnified
Person. This provision shall survive the termination of this Agreement and the repayment of the Obligations. WITHOUT LIMITATION,
THE FOREGOING INDEMNITY SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO INDEMNIFIED LIABILITIES WHICH IN WHOLE OR IN PART
ARE CAUSED BY OR ARISE OUT OF ANY NEGLIGENT ACT (NOT CONSTITUTING GROSS NEGLIGENCE) OR OMISSION OF SUCH INDEMNIFIED PERSON OR OF
ANY OTHER PERSON.


 


Access. Each Credit Party shall,
during normal business hours, from time to time upon one (1) Business Day’s prior notice as frequently as Lenderthe
Lenders reasonably determines to be appropriate: (a) provide Lenderthe
Lenders and any of itstheir
officers, employees and agents access to its properties, facilities, advisors and employees (including officers) and to the Collateral,
(b) permit Lenderthe Lenders, and any
of itstheir officers, employees and agents,
to inspect, audit and make extracts from such Credit Parties’ Books and Records, (c) permit Lenderthe
Lenders, and itstheir officers,
employees and agents, to inspect, review, evaluate and make test verifications and counts of the Retail Inventory and Other Assets
with respect to any Liquidation Sale, and (d) cause each Merchant to provide to Lenderthe
Lenders and itstheir officers,
employees and agents the same access to the properties and facilities and Books of such Merchant that are used in connection with
the Liquidation Sale as is provided to Borrowers by such Merchant under the applicable Liquidation Sales Agreement. If a Default
or Event of Default shall have occurred and be continuing, the Credit Parties shall provide such access at all times and without
advance notice. The Credit Parties shall make available to Lenderthe
Lenders and itstheir counsel,
as quickly as is possible under the circumstances, originals or copies of all Books and Records which Lenderthe
Lenders may request. The Credit Parties shall deliver any document or instrument necessary for Lenderthe
Lenders, as it may from time to time request, to obtain records from any service bureau or other Person which maintains
records for the Credit Parties, and shall maintain duplicate records or supporting documentation on media, including computer tapes
and discs owned by the Credit Parties.


 


Taxes.


 


Any and all payments by any Borrower hereunder
or under any Note shall be made, in accordance with this Section 2.13, free and clear of and without deduction for any and
all present or future Taxes, unless a deduction is required by Law. If Borrower shall be required by Law to deduct any Taxes from
or in respect of any sum payable hereunder or under any Note, (i) the sum payable shall be increased as much as shall be necessary
so that after making all required deductions (including deductions applicable to additional sums payable under this Section
2.13) the Applicable Lender receives an amount equal to the sum it would have received
had no such deductions been made, (ii) Borrower shall make such deductions, and (iii) Borrower shall pay the full amount deducted
to the relevant taxing or other authority in accordance with applicable Law. Within thirty (30) days after the date of any payment
of Taxes, Borrower shall furnish to the Applicable Lender the original or a certified copy
of a receipt evidencing payment thereof.


 




    	 	- 42 -	 



     


    

 


If a Borrower makes a Tax Payment and the
Applicable Lender determines that (i) a Tax Credit is attributable either to an increased payment of which that Tax
Payment forms part or to that Tax Payment and (ii) the Applicable Lender has obtained,
utilized and retained that Tax Credit, the Applicable Lender shall pay an amount to such
Borrower which the Applicable Lender determines will leave it (after that payment) in the
same after-Tax position as it would have been in had the Tax Payment not been required to be made by such Borrower.


 


If any present or future applicable Law,
which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent
court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof
and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to
the Applicable Lender or the Underlying Issuer by any central bank or other fiscal, monetary
or other authority (whether or not having the force of law), shall:


 


subject the
Applicable Lender or any Underlying Issuer to any tax, levy, impost, duty, charge, fee, deduction or withholding of
any nature with respect to this Agreement, the other Loan Documents, or any Letters of Credit (other than taxes based upon or measured
by the income or profits of the Applicable Lender or such Underlying Issuer and except
where the imposition of such tax, levy, impost, duty, charge or fee is attributable to a deduction for or on account of Tax required
by law to be made by Borrowers or is compensated for by Section 2.13(a), or


 


materially change the basis of taxation
(except for changes in taxes based upon or measured by income or profits of the Applicable Lender
or such Underlying Issuer and except where the change in basis of taxation is attributable to a deduction for or on account of
Tax required by law to be made by Borrowers or is compensated for by Section 2.13(a) of payments to the
Applicable Lender of the principal of or the interest on any Revolving Credit Advances or any other amounts payable
to the Applicable Lender or the Underlying Issuer under this Agreement or any of the other
Loan Documents, or


 


impose or increase or render applicable
(other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity,
capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in
or for the account of, or loans by, or letters of credit issued by, or commitments of an office of the
Applicable Lender or any Underlying Issuer, or


 


impose on
the Applicable Lender or any Underlying Issuer any other conditions or requirements with respect to this Agreement,
the other Loan Documents or any Letters of Credit, and the result of any of the foregoing is:


 


(i)           to
increase the cost to the Applicable Lender or such Underlying Issuer of making, funding,
issuing, renewing, extending or maintaining any of the Revolving Credit Advances or any Letter of Credit, or


 


(ii)           to
reduce the amount of principal, interest, reimbursement Obligations with respect to Letters of Credit or other amount payable to
the Applicable Lender or such Underlying Issuer hereunder on account of such Revolving
Credit Advances or Letter of Credit, or


 


(iii)           to
require the Applicable Lender or such Underlying Issuer to make any payment or to forego
any interest or repayment of any Letter of Credit Obligations paid by the Applicable Lender
or such Underlying Issuer or other sum payable hereunder, the amount of which is calculated by reference to the gross amount of
any sum receivable or deemed received by the Applicable Lender or such Underlying Issuer
from Borrowers hereunder,


 




    	 	- 43 -	 



     


    

 


then, and in each such case, Borrowers
will, upon demand made by the Applicable Lender or such Underlying Issuer (as the case
may be) at any time and from time to time and as often as the occasion therefor may arise, pay to the
Applicable Lender or such Underlying Issuer such additional amounts as will be sufficient to compensate
the Applicable Lender or such Underlying Issuer for such additional cost, reduction, payment or foregone interest or
Letter of Credit Obligations or other sum.


 


Subject to Section 2.13(e), Borrowers
jointly and severally shall indemnify and, within ten (10) days of Borrowers’ receipt of the
Applicable Lender’s demand therefor, pay the Applicable Lender for the
full amount of Taxes (including any Taxes imposed by any jurisdiction on amounts payable under this Section 2.13) paid by
the Applicable Lender, and any liability (including penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. 


 


Section 2.13(d) shall not apply
to any Tax based upon or measured by the income or profits of the Applicable Lender or
to the extent that any Tax or any liability arising therefrom is compensated for by an increased payment under Section 2.13(a).


 


Without prejudice to the survival of any
other obligation contained in the Loan Documents, the obligations of a Borrower under this Section 2.13 shall survive the
termination of the Loan Documents and the payment in full of all Obligations. 


 


Capital Requirements. If, after
the date hereof, Lender determinesthe Lenders determine
that (i) the adoption of or change in any Law or guideline regarding capital requirements for banks or bank holding companies,
or any change in the interpretation or application thereof by any Governmental Authority charged with the administration thereof,
or (ii) compliance by the Applicable Lender or its parent bank holding company with any
guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), will have
the effect of reducing the return on the Applicable Lender’s or such holding company’s
capital as a consequence of its commitments hereunder to a level below that which the Applicable Lender
or such holding company could have achieved but for such adoption, change, or compliance (taking into consideration the
Applicable Lender’s or such holding company’s then existing policies with respect to capital adequacy and
assuming the full utilization of such entity’s capital) by any amount deemed by the Applicable
Lender to be material, then the Applicable Lender may notify Borrowers thereof.
Following receipt of such notice, Borrowers jointly and severally agree to pay Lenderthe
Lenders on demand the amount of such reduction of return of capital as and when such reduction is determined, payable
within 90 days after presentation by the Applicable Lender of a statement in the amount
and setting forth in reasonable detail the Applicable Lender’s calculation thereof
and the assumptions upon which such calculation was based (which statement shall be deemed true and correct absent manifest error).
In determining such amount, the Applicable Lender may use any reasonable averaging and
attribution methods.


 


Communication with Accountants and Other
Professionals. Borrowers authorize the Applicable Lender to communicate directly with
any professionals retained by any Borrower in connection with any Liquidation Sale, and authorize and shall instruct each of those
professionals to disclose and make available to the Applicable Lender any and all financial
statements and other supporting financial documents, schedules and information relating to such Liquidation Sale, except to the
extent that such materials are protected by a legally recognized privilege held by Borrowers and disclosure thereof to the
Applicable Lender cannot be accomplished without causing a waiver by Borrowers of such privilege.


 


Designation of Original Borrower as
Borrowers’ Agent.


 


Each Borrower
(other than Original Borrower) hereby irrevocably designates and appoints Original Borrower as such Borrower’s agent to obtain
Revolving Credit Advances and the issuance of Letters of Credit, the proceeds of which shall be available to each Borrower for
those uses permitted hereunder. Each Borrower shall be obligated to the Applicable Lender
on account of Revolving Credit Advances, or Letters of Credit so made as if made directly by the Applicable
Lender to that Borrower, notwithstanding the manner by which such Revolving Credit Advances are recorded on the books
and records of Original Borrower and of any other Borrower.


 


Each Borrower
recognizes that credit available to it is in excess of and on better terms than it otherwise could obtain on and for its own account
and that one of the reasons therefor is its joining in the credit facilities contemplated herein with all other Borrowers. Consequently,
each Borrower hereby assumes and agrees to fully, faithfully, and punctually discharge all Obligations of all of Borrowers.


 




    	 	- 44 -	 



     


    

 


Original
Borrower may act as a conduit for each Borrower on whose behalf Original Borrower has requested a Revolving Credit Advance or the
issuance of a Letter of Credit.


 


The proceeds
of each Revolving Credit Advance which is requested by Original Borrower shall be deposited into the Disbursement Account or as
otherwise indicated by Original Borrower and agreed to by the Applicable Lender. Original
Borrower shall cause the transfer of the proceeds thereof to the (those) Borrower(s) on whose behalf such Revolving Credit Advance
was obtained. the Applicable Lender shall not have any obligation to see to the application
of such proceeds by Original Borrower.


 


Joint and Several Liability of Borrowers.


 


Each
 Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of
the financial accommodations to be provided by Lenderthe
Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each Borrower and in consideration
of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.


 


Each Borrower,
jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and
several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including, without
limitation, any Obligations arising under this Section 2.17), it being the intention of the parties hereto that all the
Obligations shall be the joint and several obligations of each Person composing Borrowers without preferences or distinction among
them.


 


If and to
the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform
any of the Obligations in accordance with the terms thereof, then in each such event the other BorrowersBorrower
will make such payment with respect to, or perform, such Obligation.


 


The obligations
of each Borrower under the provisions of this Section 2.17 constitute the absolute and unconditional, full recourse
obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and assets, irrespective
of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.


 


Except as
otherwise expressly provided in this Agreement, each Borrower hereby waives notice of acceptance of its joint and several liability,
notice of any Revolving Credit Advances or Letters of Credit issued under or pursuant to this Agreement, notice of the occurrence
of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken
or omitted by Lenderthe Lenders under
or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted
by applicable Law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise
provided in this Agreement). Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for
the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment
thereon, any waiver, consent or other action or acquiescence by Lenderthe
Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term,
covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by Lenderthe
Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part,
at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part,
of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting
or failure to act on the part of Lenderthe Lenders
with respect to the failure by any of Borrowers to comply with any of its respective Obligations, including, without limitation,
any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations
thereunder, which might, but for the provisions of this Section 2.17 afford grounds for terminating, discharging or relieving
any Borrower, in whole or in part, from any of its obligations under this Section 2.17, it being the intention of each Borrower
that, so long as any of the Obligations hereunder remain unsatisfied, the obligations of such Borrower under this Section 2.17
shall not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower
under this Section 2.17 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement,
liquidation, reconstruction or similar proceeding with respect to any Borrower or Lenderthe
Lenders. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding
any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any of the
Persons composing Borrowers or Lenderthe Lenders.


 




    	 	- 45 -	 



     


    

 


Each Borrower
represents and warrants to Lenderthe Lenders
that such Borrower is currently informed of the financial condition of Borrowers and of all other circumstances which a diligent
inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants
to Lenderthe Lenders that such Borrower
has read and understands the terms and conditions of the Loan Documents. Each Borrower hereby covenants that such Borrower will
continue to keep informed of Borrowers’ financial condition, the financial condition of other guarantors, if any, and of
all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.


 


Each Borrower
waives all rights and defenses arising out of an election of remedies by Lenderthe
Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed
obligation, has destroyed Lender’sthe Lenders’
rights of subrogation and reimbursement against such Borrower by the operation of Section 580(d) of the California Code of Civil
Procedure or otherwise.


 


The provisions
of this Section 2.17 are made for the benefit of Lenderthe
Lenders, and its successors and assigns, and may be enforced by Lenderthe
Lenders from time to time against any or all of Borrowers as often as occasion therefor may arise and without requirement
on the part of Lenderthe Lenders, successor
or assign first to marshal any of its claims or to exercise any of its rights against any of the other Borrowers or to exhaust
any remedies available to it against any of the other Borrowers or to resort to any other source or means of obtaining payment
of any of the Obligations hereunder or to elect any other remedy. The provisions of this Section 2.17 shall remain in effect
until all of the Obligations shall have been paid in full or otherwise fully satisfied. If at any time, any payment, or any part
thereof, made in respect of any of the Obligations, is rescinded or must otherwise be restored or returned by Lenderthe
Lenders upon the insolvency, bankruptcy or reorganization of any of the Persons composing Borrowers, or otherwise, the
provisions of this Section 2.17 will forthwith be reinstated in effect, as though such payment had not been made.


 


Each of
BorrowersBorrower hereby agrees that it will not enforce any of its rights
of contribution or subrogation against the other Borrowers with respect to any liability incurred by it hereunder or under any
of the other Loan Documents, any payments made by it to Lenderthe
Lenders with respect to any of the Obligations or any collateral security therefor until such time as all of the Obligations
have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with respect to any payments to
Lenderthe Lenders hereunder or under any
other Loan Documents are hereby expressly made subordinate and junior in right of payment, without limitation as to any increases
in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of
any insolvency, bankruptcy, receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction
relating to any Borrower, its debts or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full
in cash before any payment or distribution of any character, whether in cash, securities or other property, shall be made to any
other Borrower therefor.


 




    	 	- 46 -	 



     


    

 


Each Borrower
hereby agrees that, after the occurrence and during the continuance of any Default or Event of Default, the payment of any amounts
due with respect to the indebtedness owing by any Borrower to any other Borrower is hereby subordinated to the prior payment in
full in cash of the Obligations. Each Borrower hereby agrees that after the occurrence and during the continuance of any Default
or Event of Default, such Borrower will not demand, sue for or otherwise attempt to collect any indebtedness of any other Borrower
owing to such Borrower until the Obligations shall have been paid in full in cash. If, notwithstanding the foregoing sentence,
such Borrower shall collect, enforce or receive any amounts in respect of such indebtedness, such amounts shall be collected, enforced
and received by such Borrower as trustee for Lenderthe
Lenders, and such Borrower shall deliver any such amounts to Lenderthe
Lenders for application to the Obligations in accordance with Section 2.8.


 


Joinders. Borrower may request from
time to time that any wholly-owned, special purpose Subsidiary of Great American become a Borrower hereunder pursuant to a Borrower
Joinder for purposes of conducting a Liquidation Sale funded by a Liquidation Borrowing in any jurisdiction outside of the United
States and Canada. LenderThe Lenders may,
in its sole discretion, determine whether to agree to permit any such Subsidiary to become a co-Borrower hereunder. Lender’sThe
Lenders’ agreement to accept the joinder of any such Subsidiary shall not waive, diminish, or restrict Lender’sthe
Lenders’ discretion hereunder as to whether to extend any credit to such Subsidiary or any other Borrower. In
the event that Lender electsthe Lenders elect
to permit such a Subsidiary to become a Borrower hereunder, such Subsidiary and each other Credit Party shall execute a Borrower
Joinder and comply with such other conditions precedent required by Lenderthe
Lenders. Such conditions precedent may include, without limitation, all in form and substance satisfactory to Lenderthe
Lenders, legal opinions, consents and approvals from any Governmental Authorities or other Persons, security documents
granting Lenderthe Lenders a Lien on substantially
all of the assets of such Subsidiary, Organizational Documents, financing statements, board resolutions, secretary’s certificates,
and affirmation of each Credit Parties’ obligations under each of the Loan Documents to which each of the foregoing is a
party. Upon execution and delivery, and Lender’sthe
Lenders’ acceptance, of a Borrower Joinder and satisfaction of the conditions precedent set forth by Lenderthe
Lenders in connection with such Borrower Joinder, as determined by Lenderthe
Lenders in itstheir sole discretion,
the Subsidiary party to such Borrower Joinder shall become a “Borrower” hereunder for all purposes, including, without
limitation, with respect to all representations and warranties, covenants and agreements contained herein. Borrowers shall be liable
for all of Lender’sthe Lenders’
costs and expenses, including reasonable attorneys’ fees (including fees of any local counsel retained by the
Applicable Lender) in connection with an actual or proposed Borrower Joinder, even if such Borrower Joinder is not accepted
by Lenderthe Lenders.


 


Currency Matters.


 


Indemnity. DollarsDollars
(in the case of U.S. Borrowers) and Dollars and CAD (in the case of the Canadian Borrower as applicable) are the currency
of account and payment for each and every sum at any time due from Borrowers hereunder. No payment to
the Applicable Lender or an Underlying Issuer (whether under any judgment or court order or otherwise) on account of
any of the Obligations (including Fees and reimbursements) denominated in a currency other than Dollars or
CAD, as applicable, shall discharge the obligation or liability in respect of which it was made unless and until
the Applicable Lender or Underlying Issuer shall have received payment in full in the Dollars Equivalent of such obligation
or liability. To the extent that the amount of any such payment shall, on actual conversion into Dollars
or CAD, as applicable, fall short of such obligation or liability, actual or contingent, the Credit Parties each hereby
jointly and severally agree to indemnify and hold harmless the Applicable Lender and Underlying
Issuer, as the case may be, with respect to the amount of the shortfall, with such indemnity surviving the termination of this
Agreement and any legal proceeding, judgment or court order pursuant to which the original payment was made which resulted in the
shortfall.


 




    	 	- 47 -	 



     


    

 


Fluctuations. In the event any Letter
of Credit or other Obligations are at any time denominated in a currency other than Dollars, then, not later than 1:00 p.m. (Boston
time) on the last Business Day of each month with respect to such Obligations (the “Calculation Date”), and
at such other times as shall be determined by the Applicable Lender in its sole discretion,
the Applicable Lender shall determine the Dollar Equivalent as of such date of such Obligations. The Dollar Equivalent
so determined shall become effective on the first Business Day immediately following such determination (a “Reset Date”)
and shall remain effective until the next succeeding Reset Date. The Applicable Lender
shall use its reasonable efforts to provide Borrowers with notice of such Reset Date and the Dollar Equivalent determined pursuant
to the preceding sentence. Without limitation of any of Borrowers’ other obligations hereunder, Borrower shall immediately
repay any outstanding Obligations if the aggregate amount of the Obligations exceeds the Revolving Loan Ceiling after any Reset
Date.


 


CONDITIONS PRECEDENT


 


Conditions to the Occurrence of the
Restatement Date. The Restatement Date shall not occur, until the following conditions have been satisfied or provided for
in a manner satisfactory to the U.S. Lender, in the U.S. Lender’s
sole discretion, or waived in writing by the U.S. Lender.


 


This Agreement or counterparts hereof shall
have been duly executed by, and delivered to, Borrowers and the U.S. Lender; and
the U.S. Lender shall have received such documents, instruments, agreements, certificates, and legal opinions as the
U.S. Lender shall request in connection with the transactions contemplated by this Agreement and the other Loan Documents,
including all those listed in the Schedule of Documents as required to be delivered on or before the Restatement Date, each in
form and substance satisfactory to the U.S. Lender.


 


The representations and warranties contained
in this Agreement and the other Loan Documents shall be true and correct in all material respects.


 


No Default or Event of Default shall have
occurred and be continuing, nor shall either result from the occurrence of the transactions contemplated hereby on the Restatement
Date.


 


No injunction, writ, restraining order,
or other order of any nature prohibiting, directly or indirectly, the occurrence of the Restatement Date shall have been
issued and remain in force by any Governmental Authority against any Credit Party, the U.S. Lender,
or any of their respective Affiliates.


 


No Material Adverse Effect shall have occurred
nor shall result from the occurrence of the transactions contemplated hereby on the Restatement Date.


 


the U.S. Lender
shall have received (i) satisfactory evidence that Borrower, GAG Inc. and Great American have obtained all required consents and
approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this
Agreement and the other Loan Documents, or (ii) an officer’s certificate in form and substance satisfactory to the
U.S. Lender affirming either that no such consents or approvals are required or that they have been duly received, with
copies provided to the U.S. Lender.


 


The organization and capital structure
of the Great American Group shall be acceptable to the U.S. Lender in its sole discretion.


 


No action, proceeding, investigation, regulation
or legislation shall have been instituted, threatened or proposed before any court or Governmental Authority to enjoin, restrain
or prohibit, or to obtain damages in respect of, or which is related to or arises out of, this Agreement or any of the other Loan
Documents or the consummation of the transactions contemplated thereby and which, in the U.S. Lender’s
sole judgment, would make it inadvisable to consummate the transactions contemplated by this Agreement or any of the other Loan
Documents.


 




    	 	- 48 -	 



     


    

 


the U.S. Lender
shall have received all necessary credit committee and other internal approvals required for their execution and delivery of the
Loan Documents and shall have completed preliminary business, legal, and collateral due diligence, including (i) all requirements
related to the Patriot Act, anti-money laundering rules and regulations, and all other “know your customer” requirements
with respect to each Borrower, GAG Inc., Great American and their respective Affiliates; and (ii) a preliminary collateral audit
and review of each Borrower’s Books and verification of each Borrower’s representations and warranties to the
U.S. Lender, the results of which shall be satisfactory to the U.S. Lender.
 Each Lender may require each Borrower to provide additional documents to satisfy its “know
your customer” requirements following entry into of this Agreement if the U.S. Lender
is required to do so in order to be in compliance with applicable Law, and each Borrower shall promptly provide such documents
on such request.


 


the U.S. Lender
shall have received a preliminary reference check with respect to GAG Inc.’s, Great American’s, and each Borrower’s
senior management, the results of which are satisfactory to the U.S. Lender in its sole
discretion.


 


Borrowers shall have paid all Lender Expenses,
including without limitation the fees and expenses of the U.S. Lender’s legal counsel,
incurred in connection with the transactions evidenced by this Agreement and the Existing Credit Agreement.


 


All other documents and legal matters in
connection with the transactions contemplated by this Agreement shall have been delivered, executed, or recorded and shall be in
form and substance satisfactory to the U.S. Lender.


 


Conditions to each Inventory, Other
Assets Advance and Letter of Credit. The Applicable Lender shall not make any Revolving
Credit Advance or incur any Letter of Credit Obligations with respect to any Liquidation Sale until the following conditions have
been satisfied or provided for in a manner satisfactory to the Applicable Lender, in the
Applicable Lender’s sole discretion, or waived in writing by the Applicable
Lender:


 


the Applicable
Lender shall have received such documents, information and other materials required to be included with the Liquidation
Loan Proposal and such other documents, information and other materials as the Applicable Lender
may reasonably request or are required hereunder, including executed versions of the Liquidation Sales Agreements, executed agreements
establishing the Blocked Accounts for such Liquidation Sale, copies of any court orders required for any Merchant which is a party
to any Insolvency Proceeding to enter into a Liquidation Sales Agreement and to sell its Inventory and, if applicable, Other Assets
in a Liquidation Sale, Collateral Assignments together with notices to Merchant and any other parties required by the
Applicable Lender, all in form and substance reasonably satisfactory to the Applicable
Lender.


 


The inventory taking and verification processes
conducted by RGIS or another inventory taking company acceptable to the Applicable Lender
shall have been completed in a manner reasonably satisfactory to the Applicable Lender;
provided, that, so long as all other conditions precedent are satisfied, a portion of a Revolving Credit Advance may be made pursuant
to Section 2.1(f)(iii) before the final inventory count has been completed.


 


the Applicable
Lender shall have received evidence reasonably satisfactory to the Applicable
Lender that licenses (including going out of business sale licenses, if necessary), consents and acknowledgments have been obtained,
and filings have been made (in each case to the extent applicable), or if such licenses, consents and acknowledgments have not
been obtained or such filings have not been made, then such licenses, consents and acknowledgments will be obtained and such filings
will be made at or before the time they are required, from all Persons whose licenses, consents and acknowledgments or with whom
filings may be required, including all requisite Governmental Authorities, with respect to the terms and to the execution, delivery
and performance of the Liquidation Sales Agreements, and the performance of this Agreement and the other Loan Documents with respect
thereto.


 




    	 	- 49 -	 



     


    

 


the Applicable
Lender shall have received evidence satisfactory to it that (i) all Liens other than Permitted Encumbrances acceptable
to the Applicable Lender with respect to the applicable Liquidation Sale, if any, and other
than those of the Applicable Lender, upon any of the Collateral with respect to such Liquidation
Sale, have been terminated, released, or assigned to a Borrower or the Applicable Lender,
and (ii) in the event there are no Liens on the Retail Inventory and Other Assets, Borrowers shall have been granted a security
interest in such Retail Inventory and Other Assets to secure the obligations of the Merchant under the Liquidation Sales Agreements.
In either case, all such Liens held by any Borrower shall have been assigned to the Applicable Lender.


 


the Applicable
Lender shall have received evidence satisfactory to it that the “Merchandise,” as defined in the applicable
Liquidation Sales Agreement, is free of all Liens, other than those of a Borrower or the Applicable
Lender or Permitted Encumbrances acceptable to the Applicable Lender.


 


No action, proceeding, investigation, regulation
or legislation shall have been instituted, threatened or proposed before any Governmental Authority to enjoin, restrain or prohibit,
or to obtain damages in respect of, or which is related to or arises out of, the Liquidation Sales Agreements or the consummation
of the transactions contemplated thereby and which, in the Applicable Lender’s sole
judgment, would make it inadvisable to consummate the transactions contemplated thereby or by this Agreement or any of the other
Loan Documents.


 


Borrowers shall have deposited the Borrower
Equity Amount with respect to such Liquidation Sale in the Disbursement Account and the Applicable
Lender shall have received evidence satisfactory to it that any required Expense L/C or other letter of credit required
under the applicable Liquidation Sales Agreement in respect to unpaid installments of the Guaranteed Amount or Purchase Price have
been issued and remains outstanding or arranged to be issued. If the Applicable Lender
is incurring Letter of Credit Obligations with respect to the Guaranteed Amount or Purchase Price with respect to such Liquidation
Sale, the Applicable Lender shall have received from Borrowers cash collateral or a letter
of credit in form, substance and issued by an issuer satisfactory to the Applicable Lender,
in either case in an amount equal to the Borrower Equity Amount with respect to such Liquidation Sale.


 


the Applicable
Lender shall be satisfied that it shall have received a duly enforceable and perfected first priority Lien on all property
and assets, and the products and proceeds thereof, of each Borrower, that the Applicable Lender
need not qualify to do business in any jurisdiction in order to exercise any of its rights and remedies against any Borrower in
any such jurisdiction or be required to obtain any other license, consent, or other approval or incur any Tax, liability, or expense.
Each Lender shall further be satisfied with the Laws, practice, and procedures of the Governmental
Authorities in such jurisdiction and there shall have not occurred, or be reasonably likely to occur, any material adverse event
or circumstance effecting the political environment or capital markets in such jurisdiction.


 


With respect to any Liquidation Borrowing
financing any portion of a Liquidation Sale in any jurisdiction other than the United States or Canada,
all documents, certificates, legal opinions, filings, and other instruments required by the Applicable
Lender to be executed and delivered shall have been executed and delivered, in form and substance satisfactory to the
Applicable Lender, and, if required by the Applicable Lender, a wholly-owned
Subsidiary of Great American, in form and substance satisfactory to the Applicable Lender,
shall have been formed to conduct such Liquidation Sale and shall have become a Borrower hereunder pursuant to a Borrower Joinder.


 


Further Conditions to Each Liquidation
Borrowing. The Applicable Lender shall not be obligated to fund any Revolving Credit
Advance (including any Inventory Advance or Other Assets Advance) or incur any Letter of Credit Obligations if, as of the date
thereof:


 


any representation or warranty by any Credit
Party contained herein or in any of the other Loan Documents shall be untrue or incorrect in any material respect as of such date,
except to the extent that such representation or warranty expressly relates to an earlier date and except for changes therein expressly
permitted or expressly contemplated by this Agreement; or


 




    	 	- 50 -	 



     


    

 


any event or circumstance having a Material
Adverse Effect shall have occurred since the date hereof and be continuing; or


 


any Default or Event of Default shall have
occurred and be continuing or would result after giving effect to any Revolving Credit Advance or the incurrence of any Letter
of Credit Obligations; provided that, if the Default or Event of Default is a payment default, a Default or an Event of
Default with respect to Sections 4.20, 6.10 or 7.2 of this Agreement, a Default or an Event of Default with
respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation
Borrowing, or any other Default or Event of Default solely with respect to a particular Liquidation Borrowing (other than a Default
or an Event of Default that is the result of any fraud, acts in bad faith or intentional breach by any Borrower), the
Applicable Lender shall not be obligated to fund any Revolving Credit Advances or incur any Letter of Credit Obligations
only with respect to such Liquidation Borrowing; or


 


after giving effect to any Revolving Credit
Advance or the issuance of any Letter of Credit, the outstanding principal amount of the Revolving Loan would exceed the Revolving
Loan Ceiling.


 


The request and acceptance by any Borrower
of the proceeds of any Revolving Credit Advance or the incurrence by the Applicable Lender
of any Letter of Credit Obligations, in each case, shall be deemed to constitute, as of the date of such request or acceptance,
(i) a representation and warranty by Borrowers that the conditions in this Section 3.3 have been satisfied and (ii) a reaffirmation
by Borrowers of the granting and continuance of Lender’sthe
Lenders’ Liens pursuant to the Collateral Documents.


 


REPRESENTATIONS AND WARRANTIES


 


To induce Lenderthe
Lenders to make, in its sole discretion and with no obligation to do so, the Revolving Credit Advances and incur Letter
of Credit Obligations, each Borrower makes the following representations and warranties to Lenderthe
Lenders, each and all of which shall survive the execution and delivery of this Agreement.


 


Limited Liability Company Existence;
Compliance with Law. Borrowers’ exact legal name is that indicated on the Perfection Certificate and on the signature
page hereof or, as applicable, the signature page to a Borrower Joinder. Original Borrower is a limited liability company duly
organized, in good standing, and validly existing under the laws of its jurisdiction of formation. The
Canadian Borrower is an unlimited company, duly organized, in good standing, and validly existing under the laws of its jurisdiction
of formation. Each other Borrower which becomes party hereto pursuant to a Borrower Joinder has the corporate, company,
or partnership form identified in the Borrower Joinder applicable to it and is duly organized, in good standing, and validly existing
under the laws of its jurisdiction of formation. Each Borrower (a) is duly qualified to conduct business in each other jurisdiction
where its ownership or lease of property or the conduct of its business requires such qualification; (b) has the requisite power
and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property
it operates under lease and to conduct its business as now, heretofore and proposed to be conducted; (c) has all licenses, permits,
consents or approvals from or by, and has made all filings with, and has given all notices to, all Governmental Authorities having
jurisdiction, to the extent required for such ownership, operation and conduct; (d) is in compliance with its Organizational Documents;
and (e) is in compliance with all applicable provisions of Law, except where the failure to comply, individually or in the aggregate,
could not reasonably be expected to have a Material Adverse Effect.


 




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Executive Offices; FEIN; Organizational
Number. The current location of Original Borrower’s chief executive office and principal place of business is 21860 Burbank
Blvd., Suite 300 South, Woodland Hills, CA 91367 and Original Borrower has not had any
other chief executive office or principal place of business. Original Borrower’s federal employer identification number is
26-3540693 and its organizational number given to it by its jurisdiction of formation is 200828810099. The
location of Canadian Borrower’s chief executive office and principal place of business as of the Sixth Amendment Effective
Date is 21860 Burbank Blvd., Suite 300 South, Woodland Hills, CA 91367, and Canadian Borrower has not had any other chief executive
office or principal place of business. Canadian Borrower’s organizational number given to it by its jurisdiction of formation
is BC1026199. All information set forth on the Perfection Certificate pertaining to each Borrower is accurate and complete
as of the date hereof; and there has been no change in any of such information from the date on which the Perfection Certificate
was signed by such Borrower to the Restatement Date.


 


Company Power, Authorization, Enforceable
Obligations. The execution, delivery and performance by each Borrower of the Loan Documents to which it is a party and the
creation of all Liens provided for therein: (a) are within such Borrower’s corporate (or equivalent company) authority; (b)
have been duly authorized by all necessary or proper company or corporate action; (c) do not contravene any provision of such Borrower’s
Organizational Documents; (d) do not violate any Law; (e) do not conflict with or result in the breach or termination of, constitute
a default under or accelerate or permit the acceleration of any performance required by, any indenture, mortgage, deed of trust,
lease, agreement or other instrument to which such Borrower is a party or by which such Borrower or any of its property is bound;
(f) do not result in the creation or imposition of any Lien upon any of the property of such Borrower other than those in favor
of Lenderthe Lenders pursuant to the Loan
Documents; and (g) do not require the consent or approval of any Governmental Authority or any other Person, except those, if any,
that have been received and except for recordings and filings by Lenderthe
Lenders in connection with the Liens granted to Lenderthe
Lenders under any of the Loan Documents, all of which will have been duly obtained, made or complied with prior to the
Restatement Date. Each Loan Document to which a Borrower is a party constitutes a legal, valid and binding obligation of such Borrower
enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to its enforceability,
and, without prejudice to the generality of the foregoing, each Collateral Document to which a Borrower is a party creates the
security interests which it purports to create, those security interests are valid and effective and the security created thereby
has or will have first ranking priority and shall not be subject to any prior ranking or pari passu ranking security interest.
Further, the choice of governing law of the Loan Documents will be recognized and enforced in each Borrower’s Relevant Jurisdiction
and a judgment obtained in relation to a Loan Document in the jurisdiction of the governing law of that Loan Document will be recognized
and enforced in each Borrower’s Relevant Jurisdiction.


 


Material Adverse Effect. All financial
statements relating to Borrowers, GAG Inc., and Great American that have been delivered by or on behalf of Borrowers pursuant to
Article 5 hereof have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack
of footnotes and being subject to normal year-end audit adjustments) and present fairly in all material respects Borrowers’,
GAG Inc.’s, or Great American’s (as applicable) financial condition as of the date thereof and results of operations
for the period then ended. No event has occurred, which alone or together with other events, could reasonably be expected to have
a Material Adverse Effect.


 


Agreements Entered Into by Borrowers.
(a) No Borrower has entered into any contract, instrument, or other agreement other than this Agreement, the other Loan Documents,
any Liquidation Sales Agreements, any Liquidator Joint Venture Agreements, and any other agreement entered into in the ordinary
course of business and necessary to the performance of the foregoing agreements; and (b) no Borrower is in default and, except
as previously disclosed to Lenderthe Lenders
in writing, to Borrower’s knowledge no third party is in default under any of such agreements.


 




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Ownership of Property; Liens. No
Borrower owns any property other than (i) the rights under the agreements described in Section 4.5(a) and (ii) the
Retail Inventory and/or Other Assets purchased pursuant to a Purchase Agreement or an Agency Agreement under clauses thereof that
may permit a Borrower to retain any unsold Retail Inventory or other property of a Merchant at the conclusion of any Liquidation
Sale, if any. Each applicable Borrower has good and marketable title to such property, and none of such property is subject to
any Liens other than Permitted Encumbrances. Each Borrower has disclosed in writing to Lenderthe
Lenders any Retail Inventory, Other Assets, or other Collateral that is known by such Borrower subject to a retention
of title claim. In addition, there are no facts, circumstances or conditions known to any Borrower that may result in any Liens
other than those in favor of Lenderthe Lenders
pursuant to the Loan Documents or Liens in relation to retention of title claims disclosed to Lenderthe
Lenders in writing. Lender’sthe
Lenders’ Liens against the Collateral are validly created, perfected, and first priority Liens, subject only to
Permitted Encumbrances.


 


Operations of Borrower. Each Borrower
has no employees and operates its business solely through services provided by Great American.


 


Ventures, Subsidiaries and Affiliates,
and Indebtedness.


 


Other than Credit Parties which may become
party hereto after the Restatement Date pursuant to a Borrower Joinder, no Borrower has any Subsidiaries, is engaged in any joint
venture or partnership with any other Person (other than pursuant to any Liquidator Joint Venture Agreement) and is not an Affiliate
of any other Person except Great American and their respective Affiliates listed on Schedule 4.8, and those natural Persons
who may be deemed Affiliates by being managers of the Affiliates listed on Schedule 4.8 (such Persons are not required to
be listed on such Schedule).


 


Great American is a wholly-owned Subsidiary
of GAG Inc. Great American is the sole member of Original Borrower. Each Borrower is a wholly-owned Subsidiary of Great American;
provided, however, notwithstanding the foregoing, B. Riley shall be permitted to own up to 1,000 non-voting preferred
shares of the Capital Stock of Retail.


 


No Borrower has any outstanding Indebtedness
for borrowed money other than as may be outstanding or permitted under this Agreement from time to time and has no Liens on its
assets other than as may be outstanding or permitted under this Agreement. Great American Group CS, LLC, Great American and any
of their respective Affiliates, as applicable, has repaid and satisfied all Indebtedness and other obligations owed by it to Credit
Suisse, all loan and security documents entered into between Great American CS LLC, Great American, and any of their respective
Affiliates with Credit Suisse have terminated and are of no further force or effect, and all Liens granted by any of the foregoing
in favor of Credit Suisse have been terminated and released.


 


Requirements of Law. No Borrower
is an “investment company” or an “affiliated person” of, or “promoter” or “principal
underwriter” for, an “investment company,” as such terms are defined in the Investment Company Act of 1940 as
amended. No Borrower is subject to regulation under the Federal Power Act, or any other federal, state, national or local statute
that restricts or limits its ability to incur indebtedness or to perform its obligations hereunder. The making of Revolving Credit
Advances by Lenderthe Lenders to Borrowers,
the incurrence of the Letter of Credit Obligations on behalf of Borrowers, the application of the proceeds thereof and repayment
thereof and the consummation of the Liquidation Sales will not violate any provision of any such statute or any rule, regulation
or order issued by the Securities and Exchange Commission or any other Governmental Authority in any jurisdiction to which a Borrower
may be subject. Each Borrower is in compliance with, and shall hereafter comply with and use its assets in compliance with, all
requirements of applicable Law except where the failure of such compliance will not be reasonably likely to result in a Material
Adverse Effect. No Borrower has received any notice of any violation of any requirement of Law (other than of a violation which
could not be reasonably likely to result in a Material Adverse Effect).


 


Margin Regulations. No Borrower
is engaged, nor will any Borrower engage, principally or as one of its important activities, in the business of extending credit
for the purpose of “purchasing” or “carrying” any “margin security” as such terms are defined
in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to
herein as “Margin Stock”). No Borrower owns any Margin Stock, and none of the proceeds of the Revolving Credit
Advances, the Letters of Credit, or other extensions of credit under this Agreement will be used, directly or indirectly, for the
purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any indebtedness which was originally
incurred to purchase or carry any Margin Stock or for any other purpose which might cause any of the Revolving Credit Advances,
Letters of Credit, or other extensions of credit under this Agreement to be considered a “purpose credit” within the
meaning of Regulation T, U or X of the Federal Reserve Board. No Borrower will take or permit to be taken any action which might
cause any Loan Document to violate any regulation of the Federal Reserve Board.


 




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Taxes. All tax returns, reports
and statements, including information returns, required by any Governmental Authority to be filed by any Borrower have been filed
with the appropriate Governmental Authority and all Charges have been paid prior to the date on which any fine, penalty, interest
or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid).
There are no assessments or threatened assessments by the IRS or any other applicable Government Authority currently outstanding.
No Borrower has executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or
having the effect of extending, the period for assessment or collection-of any Charges. No Borrower or any of their predecessors
is liable for any Charges: (a) under any agreement (including any tax sharing agreements) or (b) to Borrowers’ knowledge,
as a transferee.


 


ERISA.
and Canadian Plans.


 


No Borrower has any employee benefit plans
as defined in Section 3(3) of ERISA. No Borrower or any ERISA Affiliate has taken, or failed to take, any action that has
subjected or would subject any Borrower to any liability with respect to any employee benefit plan.


 


No Borrower or any of its
Subsidiaries maintains, contributes, sponsors, administers or has liability with respect to any Canadian Pension Plan or Canadian
Benefit Plan.


 


No Litigation. No action, claim,
lawsuit, demand, investigation or proceeding is now pending or, to Borrowers’ knowledge, threatened against any Borrower,
before any Governmental Authority or before any arbitrator or panel of arbitrators (collectively, “Litigation”)
that challenges any Borrower’s right or power to enter into or perform any of its obligations under the Loan Documents to
which it is a party, or the validity or enforceability of any Loan Document or any action taken thereunder. There is no Litigation
pending or, to Borrowers’ knowledge, threatened that seeks damages or injunctive relief or alleges criminal misconduct of
any Borrower.


 


Brokers. No broker or finder acting
on behalf of any Borrower brought about the obtaining, making or closing of the Revolving Loan, and no Borrower has any obligation
to any Person in respect of any finder’s or brokerage fees in connection therewith.


 


Full Disclosure. No information
contained in this Agreement, any of the other Loan Documents, any financial statement, or any other reports from time to time delivered
hereunder or any written statement furnished by or on behalf of any Borrower to Lenderthe
Lenders pursuant to the terms of this Agreement contains any untrue statement of a material fact or omits to state a
material fact necessary to make the statements contained herein or therein not misleading in light of the circumstances under which
they were made.


 


Environmental Matters.


 


(i) No Borrower is involved in operations
nor does it know of any facts, circumstances or conditions, including any Releases of Hazardous Materials, that are likely to result
in any Environmental Liabilities of any Borrower; (ii) no notice has been received by any Borrower identifying it as a “potentially
responsible party” or requesting information under CERCLA or analogous state statutes, and to Borrowers’ knowledge,
there are no facts, circumstances or conditions that may result in any Borrower being identified as a “potentially responsible
party” under CERCLA or analogous state statutes; and (iii) Borrowers have provided to Lenderthe
Lenders copies of all existing environmental reports, reviews and audits and all written information, if any, pertaining
to actual or potential Environmental Liabilities.


 


Each Borrower hereby acknowledges and agrees
that the Applicable Lender (i) is not now, and has not ever been, in control of any of
such Borrower’s affairs, and (ii) does not, other than in connection with the Applicable Lender
exercising certain of its rights under certain of the Loan Documents after an Event of Default, have the capacity through the provisions
of the Loan Documents or otherwise to influence such Borrower’s conduct with respect to the ownership, operation or management
of its compliance with Environmental Laws or Environmental Permits.


 




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Deposit and Disbursement Accounts.
Schedule 4.17 lists all banks and other financial institutions at which each Borrower
maintains deposits and/or other accounts as of the Restatement Date, including any DDAs and any Disbursement Accounts, and such
Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held,
a description of the purpose of the account, and the complete account number.


 


Government Contracts. None of the
Liquidation Sales Agreements or Purchase Agreements is or will be subject to the Federal Assignment of Claims Act, as amended (31
U.S.C. Section 3727), the Financial Administration Act (Canada) or any similar Law
of any Governmental Authority.


 


Solvency; Fraudulent Transfer.


 


Both before and after giving effect to
(i) the Revolving Credit Advances and Letter of Credit Obligations to be made or extended on the Restatement Date or such other
date as Revolving Credit Advances or Letter of Credit Obligations requested hereunder are made or extended, (ii) the disbursement
of the proceeds of such Revolving Credit Advances or Letters of Credit pursuant to the instructions of any Borrower, (iii) any
Liquidation Sale, and (iv) the payment and accrual of all transaction costs in connection with the foregoing, each Credit Party
is Solvent.


 


No transfer of property is being made by
any Credit Party and no obligation is being incurred by any Credit Party in connection with the transactions contemplated by this
Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of any Credit
Party.


 


No transfer of property is being made by
any Credit Party without receiving a reasonably equivalent value in exchange for such transfer and each Credit Party’s remaining
assets are not unreasonably small in relation to its business.


 


Liquidation Sales Agreements. Borrowers
have delivered to Lenderthe Lenders complete
and correct copies of all existing Liquidation Sales Agreements and Liquidator Joint Venture Agreements (including all schedules,
exhibits, amendments, supplements, modifications, assignments and all other documents delivered pursuant thereto or in connection
therewith). No Borrower nor, to Borrowers’ knowledge, any other Person party thereto is in default in the performance or
compliance with any provisions thereof. All Liquidation Sales Agreements and Liquidator Joint Venture Agreements comply with, and
all Liquidation Sales and purchases made pursuant thereto or pursuant to any Purchase Agreement prior to such time have been consummated
in accordance with, all applicable Laws of all applicable Governmental Authorities. All requisite approvals by Governmental Authorities
having jurisdiction over Borrower (or any Liquidator JV) and, to Borrowers’ knowledge, Merchants and other Persons referenced
therein, with respect to the transactions contemplated by such Liquidation Sales Agreements or Liquidator Joint Venture Agreements
have been obtained, and no such approvals impose any conditions to the consummation of the transactions contemplated by such Liquidation
Sales Agreements or Liquidator Joint Venture Agreements or to the conduct by any Borrower of its business thereafter. To Borrowers’
knowledge, none of the Merchant’s representations or warranties in such Liquidation Sales Agreements contain any untrue statement
of a material fact or omit any fact necessary to make the statements therein not misleading. Each of the representations and warranties
given by any Borrower in such Liquidation Sales Agreements is true and correct in all material respects. Notwithstanding anything
contained in such Liquidation Sales Agreements to the contrary, such representations and warranties of Borrower are incorporated
into this Agreement by this Section 4.20 and shall, solely for purposes of this Agreement and the benefit of Lenderthe
Lenders, survive the consummation of the related Liquidation Sale, purchase by a Borrower, or other transactions contemplated
therein.


 




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Patriot Act, Foreign Assets, Etc.
No Borrower is (nor will it be) a Person with whom the Applicable Lender is restricted
from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of Treasury
of the United States of America (including, those persons named on the OFAC’s specially designated and Blocked Persons list)),
the federal government of Canada or under any similar statute, executive order (including the September 24, 2001 Executive
Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten To Commit, or Support, or Terrorism) or
other governmental action; no Borrower is knowingly engaging in and (shall not knowingly engage in) any dealings or transactions
or otherwise associated with such persons. In addition, each Borrower hereby agrees to provide the
Applicable Lender with any additional information that the Applicable Lender
deems reasonable and necessary from time to time in connection with the transactions contemplated by this Agreement in order to
assure compliance with all applicable Laws concerning money laundering and similar activities. None of the requesting or borrowing
of any Revolving Credit Advances, the requesting or issuance, extension or renewal of any Letters of Credit or the use of the proceeds
of any thereof will violate the Trading With the Enemy Act (50 U.S.C. §1 et seq., as amended) (the “Trading With
the Enemy Act”) or any of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) (the “Foreign Assets Control Regulations”) or any enabling legislation or executive
order relating thereto (which for the avoidance of doubt shall include, but shall not be limited to (a) Executive Order 13224 of
September 21, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)) (the “Executive Order”) and (b) the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56)). Furthermore, none of Borrowers
nor any of their Subsidiaries or other Affiliates (a) is or will become a “blocked person” as described in the Executive
Order, the Trading With the Enemy Act or the Foreign Assets Control Regulations or (b) engages or will engage in any dealings or
transactions, or be otherwise associated, with any such “blocked person”. None
of the transactions contemplated by the Loan Documents violates the Canadian Economic Sanctions and Export Control Laws. Furthermore,
no Credit Party nor any Subsidiary thereof is a Canadian Blocked Person and, to the actual knowledge of each Credit Party, no Credit
Party or Subsidiary thereof engages in any dealings or transactions, or is otherwise associated, with a Canadian Blocked Person.


 


No Events of Default. As of any
date of determination, both before and after giving effect to the making of any Revolving Credit Advances or the issuance of any
Letters of Credit, there are no Events of Default.


 


Use of Proceeds. The proceeds of
any Revolving Credit Advances or any Letter of Credit are neither intended or anticipated to be used nor have been used in any
way which would cause a breach of Section 2.2 or otherwise result in an Event of Default.


 


Investments. Other than Investments
made by a Borrower in connection with any Liquidation Sale, no Borrower has any Investments or made any agreements or other legally
binding commitments to invest in any Person.


 


Indebtedness. Other than the Obligations,
the Indebtedness permitted in Section 7.4 and any obligations in respect to Liquidation Sale Agreements or Liquidator Joint
Venture Agreements, no Borrower has any Indebtedness.


 


GAG Purchase Agreement. All of GAG
Inc.’s, Great American’s, and any of their respective Affiliates’ obligations, including payment of all fees
and other amounts, under the GAG Purchase Agreement, and any other document or agreement executed in connection therewith, have
been satisfied in full as of the Restatement Date. There is no default or breach by any Person party to the GAG Purchase Agreement
of any terms, conditions, or provisions of the GAG Purchase Agreement. The GAG Purchase Agreement has not been amended, waived,
supplemented, terminated, or restated since July 28, 2009.


 




    	 	- 56 -	 



     


    

 


FINANCIAL STATEMENTS AND INFORMATION


 


Reports and Notices. Each Borrower
covenants and agrees that, from and after the Closing Date and until the Termination Date, it shall deliver to the
Applicable Lender (a) concurrently with the delivery of such information to the applicable Merchant, copies of financial
statements, notices, projections and other financial information at the times and in the manner set forth in the Liquidation Sales
Agreements with such Merchant, (b) promptly after receipt by such Borrower, copies of any notices, financial statements, or other
reports from any Merchant under or relating to the Liquidation Sales Agreements, (c) copies of any notices delivered to such Borrower
under any Liquidator Joint Venture Agreement or any other agreement executed in connection therewith, and (d) copies of any motion
filed in connection with any bankruptcy case involving a Merchant or, if relevant, order of any court hearing such case (including,
without limitation, the court order (if applicable) approving the retention of such Borrower or a Liquidator JV as the liquidator
and the terms of such retention) concerning the Liquidation Sale and/or any transactions contemplated under any Liquidation Sale
Agreement.


 


Reports Relating to Liquidation Sales.
In addition, each Borrower shall provide to the Applicable Lender the information with
respect to each Liquidation Sale described on Schedule 5.2.


 


Financial Reports and SEC Filings.


 


As soon as available, but in any event
within ninety (90) days after the end of each Fiscal year, Borrowers shall deliver to Lenderthe
Lenders, or cause GAG Inc. to deliver to Lenderthe
Lenders, (i) Consolidated and consolidating financial statements of GAG Inc. and its Subsidiaries for each such Fiscal
year, audited by independent certified public accountants selected by GAG Inc. and reasonably acceptable to Lenderthe
Lenders and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP
(such audited financial statements to include a balance sheet, income statement, and statement of cash flow and, if prepared, such
accountants’ letter to management) together with a certificate of such accountants addressed to Lenderthe
Lenders stating that such accountants do not have knowledge of the existence of any Default or Event of Default and
(ii) the annual 10-K reports (or any successor form) of GAG Inc. filed with the SEC or any other applicable
Governmental Authority.


 


As soon as practicable, but in any event
not later than fifty (50) days after the end of each of the first three Fiscal quarters of each Fiscal year of GAG Inc., Borrowers
shall deliver to Lenderthe Lenders, or
cause GAG Inc. to deliver to Lenderthe Lenders,
(i) copies of the unaudited consolidated balance sheet of GAG Inc. and its Subsidiaries as at the end of such quarter, and the
related consolidated statement of operations for such quarter and for the portion of GAG Inc.’s Fiscal year then elapsed,
and the related consolidated statement of cash flow for such quarter and for the portion of GAG Inc.’s Fiscal year then elapsed,
all in reasonable detail and prepared in accordance with GAAP (subject to year-end adjustments and except for the absence of notes),
and (ii) the quarterly 10-Q (or any successor form) reports of GAG Inc. filed with the SEC.


 


As soon as available, but in any event
within 15 days after the end of each month during each of GAG Inc.’s Fiscal years, Borrowers shall deliver to Lenderthe
Lenders, or cause GAG Inc. to deliver, each of the following (which may be prepared by GAG Inc. internally):


 


a GAG Inc. prepared Consolidated and individual
balance sheet, income statement, and statement of cash flow covering GAG Inc.’s and its Subsidiaries’ operations during
such period and comparing the same period during the prior year on a Consolidated, consolidating and individual basis a certificate
signed by the chief financial officer of GAG Inc. to the effect that:


 


the financial
statements delivered hereunder have been prepared in accordance with GAAP (except for the lack of footnotes and being subject to
Fiscal year-end audit adjustments) and fairly present in all material respects the financial condition of GAG Inc. and its Subsidiaries,


 


the representations
and warranties of each Borrower contained in this Agreement and the other Loan Documents, of GA Asset Advisors in the GA Asset
Advisors Guaranty to the extent the GA Asset Advisors Guaranty is in effect, and of GAG Inc. and Great American contained in the
Great American Guaranty, are true and correct in all material respects on and as of the date of such certificate, as though made
on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), and


 


there does
not exist any condition or event that constitutes a Default or Event of Default (or, to the extent of any non-compliance, describing
such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take
with respect thereto).


 




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Promptly after the same become publicly
available, Borrowers shall deliver to Lenderthe Lenders,
or cause GAG Inc. to deliver to Lenderthe Lenders,
copies of all periodic and other reports, proxy statements and other materials filed by GAG Inc. or any of its Subsidiaries with
the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange,
as the case may be.


 


Promptly after the sending or filing thereof,
Borrowers shall deliver to Lenderthe Lenders,
or cause GAG Inc. to deliver to Lenderthe Lenders,
copies of all quarterly and annual reports and proxy solicitations that GAG Inc. sends to its public security holders generally,
and copies of all reports on form 8-K (or its equivalent) and registration statements for the public offering (of securities that
GAG Inc. or any of its Subsidiaries files with the SEC or any national securities exchange.).


 


Copies of reports and financial statements
filed by GAG Inc. with the SEC and required to be delivered to Lenderthe
Lenders under this Section 5.3 by Borrowers shall be deemed to have been delivered on the date on which GAG Inc.
causes such reports, or reports containing such financial statements, to be posted on the Internet at www.sec.gov or at such other
website identified by Borrowers in a notice to Lenderthe
Lenders and that is accessible by Lenderthe
Lenders without charge.


 


Upon Lender’sthe
Lenders’ request, Borrowers shall deliver evidence in form and substance satisfactory to Lenderthe
Lenders of their compliance with Section 6.15 hereof.


 


AFFIRMATIVE COVENANTS


 


Each Borrower agrees
that from and after the date hereof and until the Termination Date, Borrowers shall comply with each of the following covenants:


 


Maintenance of Existence and Conduct
of Business. Each Borrower shall: (a) do or cause to be done all things necessary to preserve and keep in full force and effect
its corporate existence as in effect on the Restatement Date or the date of any Borrower Joinder with respect to any Borrower not
party hereto on the Restatement Date, and its rights and franchises necessary to the proper conduct of its business; (b) continue
to conduct its business solely for the purpose of conducting Liquidation Sales or consummating purchases under Liquidation Sales
Agreements; (c) at all times maintain, preserve and protect all of its assets and properties used or useful in the conduct of its
business, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary
wear and tear); and (d) transact business only in its legal name. Each Borrower shall cause any Liquidator JV to comply with the
foregoing from the date of any Liquidation Joint Venture Agreement.


 


Payment of Obligations.


 


Subject to Section 6.2(b), Borrowers
shall, or if applicable shall cause any Liquidator JV to, pay and discharge or cause to be paid and discharged promptly all Charges
and lawful claims for labor, materials, supplies and services or otherwise, before any thereof shall become past due.


 


Borrowers may in good faith contest, by
appropriate proceedings, the validity or amount of any Charges or claims described in Section 6.2(a); provided, that
(a) at the time of commencement of any such contest no Default or Event of Default shall have occurred and be continuing, (b) adequate
reserves with respect to such contest are maintained on the books of Borrowers, in accordance with GAAP, (c) such contest is maintained
and prosecuted continuously and with diligence and operates to suspend collection or enforcement of such Charges or claims or any
Lien in respect thereof, (d) none of the Collateral becomes subject to forfeiture or loss as a result of such contest, (e) no Lien
shall be imposed to secure payment of such Charges, (f) Borrowers shall promptly pay or discharge such contested Charges or claims
and all additional charges, interest, penalties and expenses, if any, and shall deliver to Lenderthe
Lenders evidence acceptable to Lenderthe
Lenders of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to Borrowers
or the conditions set forth in this Section 6.2(b) are no longer met, and (g) Lender hasthe
Lenders have not advised Borrowers in writing that Lenderthe
Lenders reasonably believesbelieve
that nonpayment or nondischarge thereof could have or result in a Material Adverse Effect.


 




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Books and Records. Borrowers shall
keep adequate Books and Records with respect to their business activities (which includes the business activities of any Liquidator
JV), including, without limitation, Books and Records relating to all Expenses, in which proper entries, reflecting all financial
transactions, are made in accordance with GAAP. All Expenses shall be documented and available for inspection by Lenderthe
Lenders or itstheir representatives.


 


Insurance.


 


Borrowers shall, at their sole cost and
expense, maintain or cause any Liquidator JV or Merchant to maintain, as the case may be, policies of insurance required to be
maintained (or caused to be maintained) by a Borrower or a Liquidator JV in any applicable Liquidation Sales Agreement, in form
and with insurers acceptable to Lenderthe Lenders.
In the event any Borrower or any Liquidator JV is to acquire or acquires ownership of any Retail Inventory, Other Assets, or other
Collateral then, prior to acquiring such ownership, Borrowers shall notify Lenderthe
Lenders and shall maintain policies of insurance with respect thereto satisfactory to Lenderthe
Lenders in its discretion prior to the acquisition thereof by any Borrower. If requested by Lenderthe
Lenders, Borrowers shall cause Lenderthe
Lenders to be named as an additional insured, loss payee, or other similar term under such insurance policies. If Borrowers
at any time or times hereafter shall fail to obtain or maintain, or shall fail to cause any Liquidator JV to obtain or maintain,
any of the policies of insurance required above or to pay all premiums relating thereto, Lenderthe
Lenders may at any time or times thereafter obtain and maintain such policies of insurance and pay such premiums and
take any other action with respect thereto which Lenderthe
Lenders deems advisable. No Lender shall have noan
obligation to obtain insurance for any Borrower or pay any premiums therefor. In the event a Lender
does obtain such insurance or pay any such premiums, the Applicable Lender shall not be
deemed to have waived any Default or Event of Default arising from any Borrower’s failure to maintain such insurance or pay
any premiums therefor. All sums so disbursed, including attorneys’ fees, court costs and other charges related thereto, shall
be payable on demand by Borrowers to the Applicable Lender and shall be additional Obligations
hereunder secured by the Collateral and subject to the Great American Guaranty and, to the extent in effect, GA Asset Advisors
Guaranty.


 


the Applicable
Lender reserves the right at any time upon any change in Borrowers’ risk profile to require additional forms and
limits of insurance to, in the Applicable Lender’s reasonable opinion, adequately
protect both the Applicable Lender’s interests in all or any portion of the Collateral
and to ensure that each Borrower is protected by insurance in amounts and with coverage customary for its industry or the type
of property acquired by Borrowers. If requested by the Applicable Lender, Borrowers shall
deliver to the Applicable Lender from time to time a report of a reputable insurance broker,
reasonably satisfactory to the Applicable Lender, with respect to their insurance policies.


 


Borrowers shall deliver to Lenderthe
Lenders, in form and substance reasonably satisfactory to Lenderthe
Lenders, endorsements to all policies of insurance naming Lenderthe
Lenders as loss payee or additional insured, as appropriate, for those policies of insurance under which a Borrower
or a Liquidator JV is named as an insured. Borrowers shall promptly notify Lenderthe
Lenders of any loss, damage, or destruction to the Retail Inventory, the Other Assets, or any other Collateral, whether
or not covered by insurance. After deducting from such proceeds the expenses, if any, incurred by Lenderthe
Lenders in the collection or handling thereof, Lenderthe
Lenders shall apply such proceeds to the reduction of the Obligations in accordance with Section 2.8.


 


Compliance with Laws. Each Borrower
shall, and shall cause any Liquidator JV to, comply with all federal, state, national, local, and foreign laws and regulations
applicable to it, except to the extent that the failure to comply, individually or in the aggregate, could not reasonably be expected
to have a Material Adverse Effect.


 




    	 	- 59 -	 



     


    

 


Supplemental Disclosure. From time
to time as may be requested by Lenderthe Lenders
(which request will not be made more frequently than once each year absent the occurrence and continuance of a Default or an Event
of Default), and upon any Borrower becoming party hereto pursuant to a Borrower Joinder, Borrowers shall supplement each Schedule
hereto, or any representation herein or in any other Loan Document, with respect to any matter hereafter arising which, if existing
or occurring at the date of this Agreement, would have been required to be set forth or described in such Schedule or as an exception
to such representation or which is necessary to correct any information in such Schedule or representation which has been rendered
inaccurate thereby (and, in the case of any supplements to any Schedule, such Disclosure Schedule shall be appropriately marked
to show the changes made therein); provided that (a) no such supplement to any such Disclosure Schedule or representation shall
be or be deemed a waiver of any Default or Event of Default resulting from the matters disclosed therein, except as consented to
by Lenderthe Lenders in writing; and (b)
no supplement shall be required as to representations and warranties that relate solely to the Restatement Date.


 


Intellectual Property. Each Borrower
will conduct, and will cause any Liquidator JV to conduct, its business and affairs without infringement of or interference with
any intellectual property of any other Person. Borrowers shall obtain all intellectual property rights necessary for the conduct
of any Liquidation Sale or to enable Borrowers to purchase and resell any Retail Inventory, Other Assets, or other Collateral purchased
by any Borrower pursuant to a Liquidation Sales Agreement.


 


Environmental Matters. Each Borrower
shall and shall cause each Person within its control (including any Liquidator JV) to: (a) conduct its operations and keep and
maintain its property in compliance with all Environmental Laws and Environmental Permits; (b) implement any and all investigation,
remediation, removal and response actions which are appropriate or necessary to comply with Environmental Laws and Environmental
Permits pertaining to the presence, generation, treatment, storage, use, disposal, transportation or Release of any Hazardous Material
on, at, in, under, above, to, from or about any of its property; (c) notify Lenderthe
Lenders promptly after such Borrower becomes aware of any violation of Environmental Laws or Environmental Permits or
any Release on, at, in, under, above, to, from or about any property; and (d) promptly forward to Lenderthe
Lenders a copy of any order, notice, request for information or any communication or report received by such Borrower
in connection with any such violation or Release or any other matter relating to any Environmental Laws or Environmental Permits,
in each case whether or not the Environmental Protection Agency or any Governmental Authority has taken or threatened any action
in connection with any such violation, Release or other matter. No Borrower shall be deemed to have a Merchant “within its
control” solely because of the provisions of any Liquidation Sales Agreement.


 


Further Assurances. Borrowers agree
that they shall and shall cause any Liquidator JV and Merchant to, at Borrowers’ expense and upon request of Lenderthe
Lenders, duly execute and deliver, or cause to be duly executed and delivered, to Lenderthe
Lenders such further instruments and do and cause to be done such further acts as may be necessary or proper in the
reasonable opinion of Lenderthe Lenders
to carry out more effectually the provisions and purposes of this Agreement or any other Loan Document. Without limiting the foregoing,
Borrowers shall take all actions necessary such that (a) any borrower or guarantor under the UK Credit Agreement (including but
not limited to GA Asset Advisors) concurrently with its execution of the UK Credit Agreement, and any other Foreign Credit Party
concurrently with becoming a Foreign Credit Party, shall execute and deliver to Lenderthe
Lenders such Foreign Security Documents together with a guaranty of the Obligations and any other agreements, legal
opinions, documents and instruments as are required by Lenderthe
Lenders each in form and substance satisfactory to Lenderthe
Lenders and (b) the Liens granted to Lenderthe
Lenders pursuant to the Collateral Documents will at all times be fully perfected first priority Liens in and to the
Collateral described therein, subject, as to priority, only to Permitted Encumbrances with respect to the Collateral. Without limiting
the foregoing, none of the Credit Parties shall, and each of the Credit Parties shall cause their respective Subsidiaries not to,
execute the UK Credit Agreement or any agreements, documents and instruments related thereto unless the Subordination Agreement
is executed by all parties thereto concurrently therewith.


 




    	 	- 60 -	 



     


    

 


Liquidation Related Agreements.


 


Each Borrower shall comply, and shall cause
each Liquidator JV to comply, with all material terms, provisions and conditions of the Liquidation Sales Agreements and Liquidator
Joint Venture Agreements, and Borrowers shall promptly notify Lenderthe
Lenders of any breach of or noncompliance with any material terms, provisions, or conditions of any Liquidation Sales
Agreement by the applicable Merchant of which any Borrower has knowledge or of any Liquidator Joint Venture Agreements by any Person
party thereto of which any Borrower has knowledge.


 


Contemporaneously with any Borrower’s
execution and delivery of any Liquidation Sales Agreement or Liquidator Joint Venture Agreement (or any amendment, modification,
waiver, supplement, or restatement of any of the foregoing), Borrowers shall deliver to Lenderthe
Lenders a complete copy of such Liquidation Sales Agreement or Liquidator Joint Venture Agreement and a duly executed
Collateral Assignment with respect thereto.


 


Investment Proceeds, Etc. The proceeds
of any Investment from any source in any Borrower and any other funds received by any Borrower other than from ordinary course
business operations (including, without limitation, sales or other dispositions of any Borrower’s assets other than in the
ordinary course of such Borrower’s business, the proceeds from the issuance of any debt or the incurrence of any Indebtedness
by any Borrower other than Indebtedness permitted under Section 7.4 hereof, any proceeds from the issuance of membership
interests of any Borrower after the date hereof, tax refunds, damage awards, or insurance or condemnation proceeds) shall be deposited
directly into a Collection Account, provided, however, that notwithstanding the foregoing, Borrowers may deposit the Borrower Equity
Amount needed for specific Liquidation Sales directly into a Disbursement Account.


 


Immediate Notice to Lenderthe
Lenders. Borrowers shall provide Lenderthe
Lenders with written notice promptly upon the occurrence of any of the following events, which written notice shall
state with reasonable particularity the facts and circumstances of the event for which such notice is being given:


 


Any change in the Authorized Persons;


 


Any cessation by GAG Inc., Great American
or any Borrower of making payments to its creditors generally as the same become due;


 


Any failure by GAG Inc., Great American
or any Borrower to pay rent at any location, which failure continues for more than three (3) Business Days following the last day
on which such rent was due;


 


Any Material Adverse Effect;


 


The occurrence of any Default or Event
of Default or any default or event of default under the UK Credit Agreement (if it is then in effect) or any documents related
thereto;


 


Any intention on the part of any Borrower,
GAG Inc. or Great American to discharge any Borrower’s, GAG Inc.’s or Great American’s present independent accountants
or any withdrawal or resignation by such independent accountants from their acting in such capacity;


 


Any litigation which, if determined adversely
to any of the Credit Parties, could reasonably be expected to result in a Material Adverse Effect;


 


Any material default or dispute under any
Liquidation Sales Agreement or any Liquidator Joint Venture Agreement;


 


Any acquisition or formation of any Subsidiary
of Borrower or any Liquidation Joint Venture involving Borrower;


 


The filing or commencement of any action,
suit or proceeding by or before any arbitrator or Governmental Authority against or affecting GAG Inc., any Borrower, or any other
Subsidiary of GAG Inc. or any of their assets that could reasonably be expected to result in a Material Adverse Effect; and


 


The filing of any motion to convert a chapter
11 proceeding of a Merchant under the Bankruptcy Code to a proceeding under chapter 7 thereof, application for relief from an automatic
stay by any creditor of a Merchant in any case involving such Merchant under the Bankruptcy Code, or any other request for relief
under the Bankruptcy Code or any other Debtor Relief Law which, if granted by the applicable court or other Governmental Authority,
could suspend, terminate, interrupt, or otherwise impede any Liquidation Sale.


 




    	 	- 61 -	 



     


    

 


Solvency. The Credit Parties at
all times shall be and remain in compliance with Section 4.19 hereof.


 


Tax Matters.


 


Each Borrower shall duly and timely file,
or cause to be duly and timely filed, all Tax Returns required to be filed by it in respect of Taxes, and duly and timely pay,
or cause to be duly and timely paid, all Taxes due and payable by it as required by applicable Law, including all Taxes assessed,
reassessed or for which a demand for payment is made by any Governmental Authority, except when and so long as the validity of
any such Taxes is being contested in good faith by it or any other Person on its behalf through appropriate proceedings and adequate
provisions for such Taxes have been made in its financial statements in accordance with GAAP.


 


Subject to Section 2.13, each Borrower
shall duly and timely withhold, or cause to be duly and timely withheld, all material Taxes required to be withheld by it in accordance
with applicable Law from any amount paid, or credited, or deemed to be paid or credited by it to or for the account of any Person
(including any employees, officers or any non-resident Person), and shall duly and timely remit, or cause to be duly and timely
remitted, to the appropriate Governmental Authority such Taxes required by applicable Law to be remitted by it.


 


Each Borrower shall not fail to pay any
Taxes or other amounts which would result in a Lien (other than a Permitted Encumbrance) on any Collateral.


 


Each Borrower shall, upon written request,
furnish to Lenderthe Lenders evidence
satisfactory to Lenderthe Lenders that
such Borrower has paid such Taxes in each jurisdiction in which Borrower is required to pay such Taxes.


 


Borrower’s Activities.


 


No Borrower shall engage in any activity
except for:


 


conducting Liquidation Sales that are at
least partially funded with Liquidation Borrowings from the Applicable Lender and other
activities reasonably incidental thereto; or


 


becoming a member of a Liquidator JV for
the purpose of conducting Liquidation Sales that are at least partially funded with Liquidation Borrowings from the
Applicable Lender and other activities reasonably incidental thereto.


 


No Borrower shall, nor shall GAG Inc. or
Great American cause or permit any Borrower to, enter into any Liquidation Sales Agreement or Liquidator Joint Venture Agreements,
unless such Borrower’s obligations thereunder are at least partially financed by Liquidation Borrowings from the
Applicable Lender (and no other Indebtedness of a Borrower).


 


Until the Revolving Credit Termination
Date, the Credit Parties agree that no Credit Party nor any of their Affiliates shall conduct any going out of business, liquidation
or store closing sales with respect to any Retail Inventory or Other Assets of a Merchant which if conducted by a Borrower (or
any Liquidator JV of which a Borrower is a joint venturer) would be a Liquidation Sale or enter into any agreement with any Person
that, if entered into by a Borrower, would be a Liquidation Sales Agreement or Liquidator Joint Venture Agreement, unless:


 


the “Guaranteed Amount” or
“Purchase Price” (as such terms are defined in the applicable agency or purchase agreement) is less than $7,500,000
and not funded from the proceeds of any Indebtedness incurred by any Credit Party except, directly or indirectly (as in the form
of an advance from GAG Inc. or Great American to any of its Subsidiaries other than a Borrower), from the proceeds of the Parent
Working Capital Facility; or


 


GAG Inc., Great American or any of their
respective Subsidiaries (other than a Borrower), funds its obligations with respect to the “Guaranteed Amount” or “Purchase
Price” (as such terms are defined in the applicable agency or purchase agreement) out of GAG Inc.’s, Great American’s
or such Subsidiary’s cash resources without the use of any Indebtedness (including any Indebtedness derived from the
Parent Working Capital Facility); or


 




    	 	- 62 -	 



     


    

 


a Borrower has presented the
Applicable Lender with a Liquidation Loan Proposal for such proposed Liquidation Sale, and
the Applicable Lender has determined that it will not provide Revolving Credit Advances, Letters of Credit, or has offered
alternate terms therefor which such Borrower has rejected, all in a manner consistent with the requirements of Section 2.1(f).


 


Nothing contained in this Section 6.15
or elsewhere in this Agreement shall prevent GAG Inc., Great American or any other Affiliate or Subsidiary thereof (other than
a Borrower) from engaging in any activities related to the liquidation of any real property, personal property or other property
of a Person other than a Merchant or an Affiliate thereof that in the ordinary course of its business sells Retail Inventory, including
the conducting of a liquidation sale of such real property, personal property or other property and issuing any guarantees in connection
therewith.


 


Applications under the
CCAA and BIA. Each Borrower and each of its Subsidiaries acknowledges that its business and financial relationships with the Lenders
is unique from its relationship with any other of its creditors. Each Borrower and each of its Subsidiaries agrees that it shall
not file any plan of arrangement under the CCAA or proposal under the BIA which provides for, or would permit, directly or indirectly,
the Lenders to be classified with any other creditors of such Borrower and each of its Subsidiaries for purposes of such CCAA plan
of arrangement, BIA proposal or otherwise. 


 


NEGATIVE COVENANTS


 


Each Borrower agrees
that, without the prior written consent of Lenderthe
Lenders, from and after the date hereof until the Termination Date, Borrowers shall comply with each of the following
covenants:


 


Mergers, Subsidiaries, Etc. No Borrower
shall directly or indirectly, by operation of law or otherwise, (a) form or acquire any Subsidiary, (b) merge with, amalgamate
with, consolidate with, acquire all or substantially all of the assets or capital stock of, or otherwise combine with
or acquire, any Person; provided, that, the acquisition of any assets by a Borrower in connection with any Liquidation Sale pursuant
to the Liquidation Sales Agreements shall not be violation of this covenant, or (c) liquidate, wind up, or dissolve itself (or
suffer any liquidation or dissolution).


 


Liquidation Related Agreements.
No Borrower shall amend, modify, supplement, waive, or assent to noncompliance with any material term, provision or condition of
any Liquidation Sales Agreements or any Liquidator Joint Venture Agreement without Lender’sthe
Lenders’ prior written consent.


 


Investments, Loans and Advances.
No Borrower shall make or permit to exist any Investment in, or make, accrue or permit to exist loans or advances of money to,
any Person, through the direct or indirect lending of money, holding of securities or otherwise except that, so long as no Default
or Event of Default shall have occurred and be continuing, Borrowers may collectively make Investments up to $2,000,000 in the
aggregate, subject to Control Agreements in favor of Lenderthe
Lenders or otherwise subject to a perfected security interest in favor of Lenderthe
Lenders, in (i) marketable direct obligations issued or unconditionally guaranteed by the United States of America,
the federal government of Canada or any agency thereof maturing within one year from the date of acquisition thereof,
(ii) certificates of deposit, maturing no more than one year from the date of creation thereof, issued by commercial banks incorporated
under the laws of the United States of America or Canada, each having combined capital,
surplus and undivided profits of not less than $300,000,000 and having a senior secured rating of “A” or better by
a nationally recognized rating agency (an “A Rated Bank”), and (iii) time deposits, maturing no more than 30 days from
the date of creation thereof with A Rated Banks. Notwithstanding the foregoing, so long as no Default or Event of Default shall
have occurred or be continuing, Retail shall be permitted to make: (i) a one-time investment on or about the Third Amendment Effective
Date in the form of the Target L/C, and, (ii) a one-time investment on or about the Fifth Amendment Effective Date in the form
of the Jones L/C, in both cases, so long as such Letter of Credit is fully cash collateralized in such amounts as may be requested
by the LenderLenders.


 




    	 	- 63 -	 



     


    

 


Indebtedness. No Borrower shall
create, incur, assume or permit to exist any Indebtedness or liabilities, other than (i) the Liquidation Borrowings and the other
Obligations, (ii) deferred Taxes (so long as no Default or Event of Default would occur or occurs as a result thereof); (iii) obligations
arising under or in relation to Liquidation Sales Agreements or Liquidator Joint Venture Agreements; and (iv) Indebtedness owed
to Great American in an amount not to exceed $1,000,000 in the aggregate and incurred solely in connection with services provided
by Great American or one of its Affiliates.


 


Affiliate Transactions. Except as
otherwise permitted under Section 7.4(iv), no Borrower shall enter into or be a party to any transaction with any Affiliate; provided
that, a Borrower, subject to and with funds received by Borrower in accordance with Section 2.8, may (a) make payments to Great
American so long as such payments are not Restricted Payments (unless otherwise allowed hereunder) and are limited to the reimbursement
of actual out-of-pocket expenses consistent with the Budget for any Liquidation Sale and (b) make payments to its other Affiliates
so long as such payments are limited to the payment or reimbursement of such Affiliates’ actual, out of pocket costs and
expenses (without any mark-up or profit) related to providing goods or services which relate to a Liquidation Sale. Notwithstanding
anything to the contrary set forth in this Agreement, in connection with any Liquidation Sale where Borrower is required to post
an Expense L/C, Borrower, at its discretion, shall have the right to satisfy such requirement either through (a) a Letter of Credit
Obligations hereunder, or (b) Great American causing a letter of credit to be issued through the Parent Capital Working Facility
provided that Borrower shall not incur any Indebtedness with respect to such letter of credit.


 


Capital Structure and Business.
No Borrower shall (a) make any changes in any of its business objectives or purposes, or any material change in its operations,
(b) make any change in its capital structure as described in Section 4.8 or (c) form any Restricted Subsidiary that does
not promptly execute a Borrower Joinder.


 


Guaranteed Indebtedness. No Borrower
shall create, incur, assume or permit to exist any obligation to guaranty any Indebtedness or other obligation of any other Person
in any manner except by endorsement of instruments or items of payment for deposit to the general account of Borrowers.


 


Liens. No Borrower shall create,
incur, assume or permit to exist any Lien on or with respect to the any of its properties or assets (whether now owned or hereafter
acquired) except (i) Liens in favor of (or assigned to) Lenderthe
Lenders pursuant to the Loan Documents, (ii) Liens for taxes not yet due (iii) potential or actual retention of title
claims known to a Borrower, disclosed in writing to Lenderthe
Lenders and reasonably acceptable to Lenderthe
Lenders, in relation to the assets of a Merchant which are the subject of Liquidation Sales conducted outside of the
US and Canada, (iv) materialmen’s, mechanic’s, workmen’s, repairmen’s or other like Liens arising
in the ordinary course of business securing obligations that are not overdue and (v) to the extent the UK Credit Agreement
is in effect, Liens in favor of Burdale pursuant to the UK Credit Agreement and related documents (which Liens shall be subordinate
to the Liens in favor of Lenderthe Lenders
pursuant to the terms set forth in the Subordination Agreement) (collectively, “Permitted Encumbrances”). In
addition, no Borrower shall become a party to any agreement, note, indenture or instrument, or take any other action, that would
prohibit the creation of a Lien on any of its properties or other assets in favor of Lenderthe
Lenders as additional collateral for the Obligations.


 


Sale of Membership Interests and Assets.
No Borrower shall sell, transfer, convey, assign or otherwise dispose of any of its properties or other assets, including any membership
interest (whether in a public or a private offering or otherwise), other than the sale of Retail Inventory or Other Assets in Liquidation
Sales pursuant to the Liquidation Sales Agreements. With respect to any disposition of assets or other properties in connection
with any Liquidation Sale pursuant to the respective Liquidation Sales Agreements, Lender agreesthe
Lenders agree to release itstheir
Lien on such assets or other properties in order to permit Borrowers to effect such disposition and shall execute and deliver to
Borrowers, at Borrowers’ expense, appropriate UCC-3 termination statements, PPSA termination
statements and other releases as reasonably requested by Borrowers.


 




    	 	- 64 -	 



     


    

 


ERISA. No Borrower shall cause or
permit any ERISA Affiliate to cause or permit to occur an event which could result in the imposition of a Lien under Section 412
of the Internal Revenue Code or Section 302 or 4068 of ERISA.


 


Hazardous Materials. No Borrower
shall cause nor, to the extent its permission or acquiescence is sought or required, permit a Release of any Hazardous Material
on, at, in, under, above, to, from or about any of the real estate upon which any Liquidation Sale is being held, where such Release
would (a) violate in any respect, or form the basis for any Environmental Liabilities under, any Environmental Laws or Environmental
Permits or (b) otherwise adversely impact the value or marketability of any of the Collateral, Retail Inventory, or Other Assets,
other than such violations or impacts which could not reasonably be expected to have a Material Adverse Effect.


 


Sale-Leasebacks. No Borrower shall
engage in any sale-leaseback, synthetic lease or similar transaction involving any assets.


 


Cancellation of Indebtedness. No
Borrower shall cancel any claim or debt owing to it, except for reasonable consideration negotiated on an arm’s-length basis
and in the ordinary course of its business.


 


Restricted Payments. No Borrower
shall, directly or indirectly, (i) declare, order, pay or make any Restricted Payment or (ii) set aside any sum or property therefor,
except: (A) Borrowers may make payments to Great American of Amounts received
by Borrowers in connection with a Liquidation Sale pursuant to Section 2.8(a)(xiv) and the last sentence of Section 2.8,
and (B) so long as no Default or Event of Default has occurred and is continuing, upon either the return of the Target L/C undrawn
or payment in full of all applicable Letter of Credit Obligations related thereto, Retail shall be permitted to use any amounts
received by it from GA Retail Canada, ULC therefrom and any cash collateral amounts released directly to Retail therefrom to make
Restricted Payments in such amounts as is necessary to redeem the preferred shares of Capital Stock of Retail owned by B. Riley
and to make dividends of any remaining amounts to Great American and, in connection with the redemption, to B. Riley. .


 


Change of Company Name or Location;
Change of Fiscal Year. No Borrower shall (a) change its name, or (b) change its chief executive office, principal place of
business, other business offices, warehouses or other locations, or the location of its records concerning the Collateral, in any
case without at least thirty (30) days prior written notice to Lenderthe
Lenders and after completing or taking any reasonable action requested by Lenderthe
Lenders in connection therewith, including to continue the perfection of any Liens in favor of Lenderthe
Lenders in any Collateral, and provided that any such new location shall be in the continental United States
or Canada. Without limiting the foregoing, no Borrower shall change its name, identity or structure in any manner which
might make any financing statement, financing change statement or continuation statement
filed in connection herewith insufficient or inadequate to comply with the requirements of Section 9-503 of the Code,
the filing requirements of the PPSA or any other then applicable provision of the Code except upon prior written notice
to Lenderthe Lenders and after completing
or taking any reasonable action requested by Lenderthe
Lenders in connection therewith, including to continue the perfection of any Liens in favor of Lenderthe
Lenders in any Collateral. No Borrower shall change, nor suffer or permit Great American or GAG Inc. to change, its
Fiscal year.


 


No Speculative Transactions. No
Borrower shall engage in any transaction involving commodity options, futures contracts or similar transactions.


 


Leases. No Borrower shall enter
into any lease for real or personal property.


 


Change of Control. No Borrower shall
cause, permit, or suffer, directly or indirectly, any Change of Control with respect to any Borrower.


 


Accounting Methods. No Borrower
shall modify or change its method of accounting (other than as may be required to conform to GAAP) or enter into, modify, or terminate
any agreement currently existing, or at any time hereafter entered into with any third party accounting firm or service bureau
for the preparation or storage of any Borrower’s accounting records without said accounting firm or service bureau agreeing
to provide Lenderthe Lenders information
regarding the Collateral and each Borrower’s financial condition.


 




    	 	- 65 -	 



     


    

 


Suspension. No Borrower shall suspend
or go out of a substantial portion of any of its business.


 


Benefit Plans. No Borrower nor any
ERISA Affiliate shall maintain or contribute to any Benefit Plan. 


 


Preferred Stock. GAG Inc. agrees
not to issue any Capital Stock to any Person that would constitute “Preferred Stock” as defined and described in GAG
Inc.’s Certificate of Incorporation filed with the State of Delaware on May 7, 2009, without providing Lenderthe
Lenders with at least 30 days advance written notice thereof, together with copies of all documents, certificates, and
agreements to be issued by GAG Inc. or any other Person in connection with such issuance.


 


Canadian Pension Plans.
No Borrower shall contribute to or assume an obligation to contribute to any Canadian Pension Plan that has a “defined benefit”
provisions as such term is defined in the Income Tax Act (Canada).


 


TERM


 


Termination. The financing arrangements
contemplated hereby shall be in effect until the Revolving Credit Termination Date, and any then outstanding Obligations shall
be automatically due and payable in full on such date.


 


Survival of Obligations Upon Termination
of Financing Arrangements. Except as otherwise expressly provided for in the Loan Documents, no termination or cancellation
(regardless of cause or procedure) of any financing arrangement under this Agreement shall in any way affect or impair the obligations,
duties and liabilities of any Borrower or the rights of Lenderthe
Lenders relating to any unpaid portion of the Obligations, due or not due, liquidated, contingent or unliquidated or
any transaction or event occurring prior to such termination, or any transaction or event, the performance of which is required
after the Revolving Credit Termination Date. Except as otherwise expressly provided herein or in any other Loan Document, all undertakings,
agreements, covenants, warranties and representations of or binding upon any Borrower, and all rights of Lenderthe
Lenders, all as contained in the Loan Documents, shall not terminate or expire, but rather shall survive any such termination
or cancellation and shall continue in full force and effect until the Termination Date; provided, however that in all events the
provisions of Section 11, the payment of obligations under Sections 2.11 and 2.13, and the indemnities contained
in the Loan Documents shall survive the Termination Date.


 


EVENTS OF DEFAULT; RIGHTS AND REMEDIES


 


Events of Default. The occurrence
of any one or more of the following events (regardless of the reason therefor) shall constitute an “Event of Default”
hereunder:


 


Any Borrower (i) shall fail to make any
payment of principal of any Revolving Credit Advance or any of the other Obligations when due and payable, (ii) shall fail to make
any payment of interest or any Fee when due and payable and the same remains unremedied for more than one (1) Business Day, or
(iii) fails to pay or reimburse the Applicable Lender for any expense reimbursable hereunder
or under any other Loan Document within ten (10) Business Days following such Borrower’s receipt of the
Applicable Lender’s written demand for such reimbursement or payment of expenses.


 


Any Borrower shall fail or neglect to perform,
keep or observe any of the provisions of Sections 2.2, 2.6, 6.4 or 7.


 


Any Borrower shall fail or neglect to perform,
keep or observe any of the provisions of Section 5, and the same shall remain unremedied for more than five (5) Business
Days.


 


Any Borrower shall fail or neglect to perform,
keep or observe any other provision of this Agreement or of any of the other Loan Documents (other than any provision embodied
in or covered by any other clause of this Section 9) and such failure continues after the earlier of (i) three (3)
Business Days after such Borrower shall receive written notice of any such failure from the Applicable
Lender or (ii) five (5) Business Days after such Borrower shall become aware thereof.


 




    	 	- 66 -	 



     


    

 


Any representation or warranty herein or
in any Loan Document or in any written statement, report, financial statement or certificate made or delivered to the
Applicable Lender by any Borrower shall be untrue or incorrect in any material respect as of the date when made or deemed
made.


 


Any assets of any Borrower shall be attached,
seized, levied upon or subjected to a writ or distress warrant, or come within the possession of any receiver, trustee, custodian
or assignee for the benefit of creditors of any Borrower.


 


An Insolvency Proceeding shall be commenced
by GAG Inc., Great American or any Borrower.


 


An Insolvency Proceeding shall be commenced
against GAG Inc., Great American or any Borrower and any of the following events occur: (i) such Person consents to the institution
of the Insolvency Proceeding against it, (ii) the petition commencing the Insolvency Proceeding is not timely controverted, (iii)
the petition commencing the Insolvency Proceeding is not dismissed within forty-five (45) days of the date of the filing thereof,
(iv) an interim trustee or received is appointed to take possession of all or any substantial
portion of the properties or assets of, or to operate all or any substantial portion of the business of such Person, or (v) an
order for relief shall have been entered therein.


 


A notice of Lien, levy, or assessment shall
be filed of record with respect to the assets of GAG Inc. or Great American valued in the aggregate in excess of $100,000 or any
asset of a Borrower by the United States, Canada or any department, agency, or instrumentality
thereof, or by any state, province, territory, county, municipal, or governmental agency,
or any other Governmental Authority and with respect to GAG Inc. and Great American the same is not discharged within ten (10)
Business Days of the date of such filing and with respect to a Borrower the same is not discharged within two (2) Business Days
of the date of such filing, or if any taxes or debts owing at any time hereafter to any one or more of such entities becomes a
Lien, whether choate or otherwise, upon such entities’ assets and the same is not paid on the payment date thereof.


 


A final judgment or judgments for the payment
of money involving an aggregate amount of (i) $100,000 or more shall be rendered against any Borrower or (ii) $2,000,000
or more shall be rendered against GAG Inc. or Great American and in each case the same shall not, within thirty (30) days after
the entry thereof, have been discharged or execution thereof stayed or bonded pending appeal, or shall not have been discharged
prior to the expiration of any such stay.


 


Any material provision of any Loan Document
shall for any reason cease to be valid, binding and enforceable in accordance with its terms (or any Borrower, GAG Inc., or Great
American, as the case may be, shall challenge the enforceability of any Loan Document or shall assert in writing, or engage in
any action or inaction based on any such assertion, that any provision of any of the Loan Documents has ceased to be or otherwise
is not valid, binding and enforceable in accordance with its terms), or any security interest created under any Loan Document shall
cease to be a valid and perfected first priority security interest or Lien (except as otherwise permitted herein or therein) in
any of the Collateral purported to be covered thereby, unless such security interests cease to be a valid and perfected first priority
security interest or Lien in the Collateral solely by reason of any Lender’s act
or failure to act.


 


GAG Inc., Great American or any Borrower
shall be enjoined, restrained, or in any way prevented by court order or otherwise from continuing to conduct all or any material
part of its business affairs.


 


There shall be a default in any other agreement
material to the operations of the business of any Borrower or Great American and such default (i) shall occur at the final maturity
of the obligations thereunder or (ii) shall result in a right by the other party thereto, irrespective of whether exercised, to
accelerate the maturity of such Borrower’s or Great American’s obligations thereunder, to terminate such agreement,
or to refuse to renew such agreement pursuant to an automatic renewal right therein.


 


Any material misstatement or misrepresentation
shall exist in any warranty, representation, statement, or Record made to Lenderthe
Lenders by any Borrower, Great American, or any officer, employee, agent, director (or comparable manager) of any Borrower
or Great American on behalf of any Borrower or Great American.


 




    	 	- 67 -	 



     


    

 


There shall occur an event of default or
any other material breach under the Great American Guaranty or, if the GA Asset Advisors Guaranty is in effect, the GA Asset Advisors
Guaranty (after taking into account any applicable notice and cure provisions related thereto), provided that, with respect to
the GA Asset Advisors Guaranty (if it is then in effect), the Applicable Lender has given
Borrower written notice of such event of default or other material breach.


 


There shall occur a Change of Control.


 


There shall occur an indictment of, or
institution of any legal process or proceeding against, GAG Inc., Great American or any Borrower, or any member, officer, director,
or senior manager of GAG Inc., Great American or any Borrower, where the relief, penalties or remedies sought or available include
the forfeiture of any property of GAG Inc., Great American or any Borrower and/or the imposition of any stay or other order, the
effect of which could be to restrain in any material way the conduct by GAG Inc., Great American or any Borrower of its business
in the ordinary course or would otherwise result in a Material Adverse Effect.


 


There shall occur an event of default or
any other material breach by any Person party to any Liquidator Joint Venture Agreement, Liquidation Sales Agreement, Agency Agreement
or Purchase Agreement (after taking into account any applicable notice and cure provisions related thereto). Any Expense L/C required
under any Liquidation Sales Agreement shall not be issued when and as required by such Liquidation Sales Agreement, or shall be
cancelled, terminated, or shall be permitted to expire except in accordance with the terms of any Liquidation Sales Agreement.


 


If the UK Credit Agreement is in effect,
there shall occur an event of default or any other material breach under the UK Credit Agreement or any related documents (after
taking into account any applicable notice and cure provisions related thereto), provided that the
Applicable Lender has given Borrower written notice of such event of default or other material breach.


 


There shall occur any other event that
has a Material Adverse Effect.


 


Remedies. Upon the occurrence, and
during the continuation, of an Event of Default, Lenderthe
Lenders may exercise any of the rights and remedies of a secured party under the Code and any other rights and remedies
provided for in this Agreement or any other Loan Document or otherwise available to it at Law or in equity, such rights and remedies
to include, without limitation, the following, all of which are authorized by each Borrower:


 


If any Default or Event of Default shall
have occurred and be continuing, Lenderthe Lenders
may without notice suspend this facility with respect to further Revolving Credit Advances and the incurrence of further Letter
of Credit Obligations whereupon any further Revolving Credit Advances and Letter of Credit Obligations shall be made or extended
in Lender’sthe Lenders’ sole
discretion so long as such Default or Event of Default is continuing.


 


If any Event of Default shall have occurred
and be continuing, Lenderthe Lenders may,
without notice, (i) terminate this facility with respect to further Revolving Credit Advances and the incurrence of further Letter
of Credit Obligations; (ii) except as otherwise expressly provided herein, increase the rate of interest and Letter of Credit Fees
applicable to the Obligations to the Default Rate; (iii) declare all or any portion of the Obligations, including all or any portion
of any Liquidation Borrowing to be forthwith due and payable, and require that the Letter of Credit Obligations be cash collateralized
as provided in Annex B, all without presentment, demand, protest or further notice of any kind, all of which are expressly
waived by Borrowers; and (iv) exercise any rights and remedies provided to Lenderthe
Lenders under the Loan Documents and/or at Law or equity, including all remedies provided under the Code; provided,
that upon the occurrence of an Event of Default specified in Sections 9.1 (f), (g) or (h), all of the Obligations,
including all portions of the Revolving Loan, shall become immediately due and payable without declaration, notice or demand by
any Person.


 


If any Event of Default shall have occurred
and be continuing and if Lender determinesthe Lenders
determine that any Borrower is unwilling or unable to conduct any Liquidation Sale as required under a Liquidation Sales
Agreement, then Lenderthe Lenders may
assume control of, and conduct and complete, or appoint an agent to assume control of, conduct, and complete, such Liquidation
Sale pursuant to the terms of such Liquidation Sales Agreement.


 




    	 	- 68 -	 



     


    

 


If any Event of Default shall have occurred
and be continuing, Lenderthe Lenders may,
without notice to any Borrower (such notice being expressly waived), and without constituting a retention of any collateral in
satisfaction of an obligation (within the meaning of the Code), set off and apply to the Obligations any and all (i) balances and
deposits of any Borrower held by Lenderthe Lenders
or any Affiliate thereof (including any amounts received in the Cash Management Accounts), or (ii) Indebtedness at any time owing
to or for the credit or the account of any Borrower held by Lenderthe
Lenders or any Affiliate thereof.


 


If any Event of Default shall have occurred
and be continuing, Lenderthe Lenders may:
(i) hold, as cash collateral, any and all balances and deposits of any Borrower held by Lenderthe
Lenders, and any amounts received in the Cash Management Accounts, to secure the full and final repayment of all of
the Obligations; (ii) instruct each Cash Management Bank and any other depositary with whom a DDA subject to a Control Agreement
is maintained, to pay any and all balances and deposits in the applicable Cash Management Account or other DDA to Lender’s
Account.


 


Remedies Cumulative. The rights
and remedies of Lenderthe Lenders under
this Agreement, the other Loan Documents, and all other agreements shall be cumulative and may be exercised simultaneously. Each
Lender shall have all other rights and remedies not inconsistent herewith as provided under the Code, by Law, or in
equity. No exercise by Lenderthe Lenders
of one right or remedy shall be deemed an election, and no waiver by Lenderthe
Lenders of any Event of Default shall be deemed a continuing waiver. No delay by Lenderthe
Lenders shall constitute a waiver, election, or acquiescence by it.


 


Waivers by Borrower. Except as otherwise
provided for in this Agreement or by applicable Law, each Borrower waives: (a) presentment, demand and protest and notice of presentment,
dishonor, notice of intent to accelerate, notice of acceleration, protest, default, nonpayment, maturity, release, compromise,
settlement, extension or renewal of any or all commercial paper, accounts, contract rights, documents, instruments, chattel paper
and guaranties at any time held by Lenderthe Lenders
on which such Borrower may in any way be liable, and hereby ratifies and confirms whatever Lenderthe
Lenders may do in this regard, (b) all rights to notice and a hearing prior to any Lender’s
taking possession or control of, or to such Lender’s replevy, attachment or levy
upon, the Collateral or any bond or security which might be required by any court prior to allowing the
such Lender to exercise any of its remedies, and (c) the benefit of all valuation, appraisal and exemption laws.


 


SUCCESSORS AND ASSIGNS


 


This Agreement and the other Loan Documents
shall be binding on and shall inure to the benefit of each Borrower, Lenderthe
Lenders and their respective successors and assigns (including a debtor-in-possession on behalf of any Borrower), except
as otherwise provided herein or therein.  


 


No Borrower
shall assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder or under any of the
other Loan Documents without the prior express written consent of Lender. No Borrower
shall assign, transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder or under any of the
other Loan Documents without the prior express written consent of the Lenders. Any such purported assignment, transfer,
hypothecation or other conveyance by any Borrower without the prior express written consent of Lenderthe
Lenders shall be void.


 


Each Lender
(“Assignor”) may assign and delegate to one or more assignees (each, an “Assignee”) all,
or any ratable part of all, of the Obligations and the other rights and obligations of the Assignor hereunder and under the other
Loan Documents (except that any documents or agreements concerning Bank Products may only be assigned in accordance with their
terms); provided, however, that Borrowers may continue to deal solely and directly with such Assignor in connection
with the interest so assigned to an Assignee until (a) written notice of such assignment, together with payment instructions, addresses,
and related information with respect to the Assignee, have been given to Borrowers and (b) the Assignor and its Assignee have delivered
to Borrowers an Assignment and Acceptance substantially in the form of Exhibit 10.3 hereto..



 




    	 	- 69 -	 



     


    

 


The terms and provisions of this Agreement
are for the purpose of defining the relative rights and obligations of Borrowers and Lenderthe
Lenders with respect to the transactions contemplated hereby and no Person shall be a third party beneficiary of any
of the terms and provisions of this Agreement or any of the other Loan Documents..


 


MISCELLANEOUS


 


Complete Agreement; Modification of
Agreement. This Agreement, together with the other Loan Documents constitute the complete agreement between the parties with
respect to the subject matter thereof and shall not be contradicted or qualified by any other agreement, oral or written, before
the date hereof. This Agreement may not be modified, altered or amended except as set forth in Section 11.2 below.


 


Amendments. No amendment, modification,
or termination of any provision of this Agreement or any other Loan Document, or any consent to any departure by any Borrower therefrom,
shall in any event be effective unless the same shall be in writing and signed by Lenderthe
Lenders and the Credit Party who is a party to this Agreement or such Loan Document (as applicable).


 


Releases. Upon indefeasible payment
in full in cash and performance of all of the Obligations (other than indemnification Obligations under Section 2.11), termination
of the this Agreement and a release of all claims against Lenderthe
Lenders, and so long as no suits, actions proceedings, or claims are pending or threatened against any Indemnified Person
asserting any damages, losses or liabilities that are Indemnified Liabilities, Lenderthe
Lenders shall deliver to Borrowers termination statements, mortgage releases and other documents necessary or appropriate
to evidence the termination of the Liens securing payment of the Obligations.


 


Fees and Expenses.


 


Borrowers jointly and severally agree to
pay from time to time on demand all costs of collection, Lender Expenses and all reasonable costs, expenses, and disbursements
(including reasonable attorneys’ fees and expenses) which are incurred by Lenderthe
Lenders in connection with the preparation, negotiation, execution, administration and delivery of this Agreement and
of any other Loan Documents, and all other reasonable costs, expenses, and disbursements which may be incurred in connection with
or in respect to the credit facility contemplated hereby or which otherwise are incurred with respect to the Obligations.


 


Borrowers jointly and severally agree to
pay from time to time on demand all Lender Expenses (including reasonable attorneys’ fees and reasonable attorneys’
expenses) incurred by Lenderthe Lenders,
following the occurrence of any Event of Default.


 


Each Borrower authorizes Lenderthe
Lenders to pay all such fees and expenses, and in Lender’sthe
Lenders’ discretion, to add such fees and expenses to the Loan Account.


 


The undertaking on the part of Borrowers
in this Section 11.4 shall survive payment of the Obligations and/or any termination, release, or discharge executed by
Lenderthe Lenders in favor of any Borrower,
other than a termination, release, or discharge which makes specific reference to this Section 11.4.


 


Tax and Expenses. If any Borrower
fails to pay any monies (whether taxes, assessments, insurance premiums, or, in the case of leased properties or assets, rents
or other amounts payable under such leases) due to third Persons, or fails to make any deposits or furnish any required proof of
payment or deposit, all as required under the terms of this Agreement, then, the Applicable Lender,
in its sole discretion and without prior notice to any Borrower, may do any or all of the following: (a) make payment of the same
or any part thereof, or (b) in the case of the failure to comply with Section 6.4 hereof, obtain and maintain insurance
policies of the type described in Section 6.4 and take any action with respect to such policies as the
Applicable Lender deems prudent. Any such amounts paid by the Applicable Lender
shall constitute Lender Expenses and any such payments shall not constitute an agreement by the Applicable
Lender to make similar payments in the future or a waiver by the Applicable Lender
of any Event of Default under this Agreement.  Each Lender need not inquire as to, or contest
the validity of, any such expense, tax, or Lien and the receipt of the usual official notice for the payment thereof shall be conclusive
evidence that the same was validly due and owing.


 




    	 	- 70 -	 



     


    

 


No Waiver. The
Applicable Lender’s failure, at any time or times, to require strict performance by any Borrower of any provision
of this Agreement and any of the other Loan Documents shall not waive, affect or diminish any right of the
Applicable Lender thereafter to demand strict compliance and performance therewith. Any suspension or waiver of an Event
of Default shall not suspend, waive or affect any other Event of Default whether the same is prior or subsequent thereto and whether
the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of any Borrower
contained in this Agreement or any of the other Loan Documents and no Default or Event of Default by any Borrower shall be deemed
to have been suspended or waived by the Applicable Lender, unless such waiver or suspension
is by an instrument in writing signed by an officer of or other authorized employee of the Applicable
Lender and directed to Borrowers specifying such suspension or waiver.


 


Remedies. Each
Lender’s and the Credit Parties’ respective rights and remedies under this Agreement shall be cumulative
and nonexclusive of any other rights and remedies which the Applicable Lender or any Credit
Party may have under any other agreement, including the other Loan Documents, by operation of Law or otherwise. Recourse to the
Collateral shall not be required.


 


Severability. Wherever possible,
each provision of this Agreement and the other Loan Documents shall be interpreted in such a manner as to be effective and valid
under applicable Law, but if any provision of this Agreement shall be prohibited by or invalid under applicable Law, such provision
shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.


 


Conflict of Terms. Except as otherwise
provided in this Agreement or any of the other Loan Documents by specific reference to the applicable provisions of this Agreement,
if any provision contained in this Agreement is in conflict with, or inconsistent with, any provision in any of the other Loan
Documents, the provision contained in this Agreement shall govern and control.


 


Confidentiality. Each
Lender agrees to use reasonable efforts (equivalent to the efforts such Lender
applies to maintain as confidential its own confidential information) to maintain as confidential all information provided to it
by Borrowers and/or any other Credit Party and/or their Affiliates and designated as confidential; provided, that each
Lender may disclose such information (a) to Persons employed or engaged by such
Lender in evaluating, approving, structuring or administering the Liquidation Borrowings and the credit facility evidenced by the
Loan Documents; (b) to any bona fide participant or potential participant that has agreed to comply with the covenant contained
in this Section 11.10 (and any such bona fide participant or potential participant may disclose such information to Persons
employed or engaged by them as described in clause (a) above); (c) as required or requested by any Governmental Authority
or reasonably believed by such Lender to be compelled by any court decree, subpoena or
legal or administrative order or process; (d) as, in the opinion of such Lender’s
counsel, required by Law; (e) in connection with the exercise of any right or remedy under the Loan Documents or in connection
with any litigation to which such Lender is a party, or (f) which ceases to be confidential
through no fault of such Lender.  Each Lender may
at any time destroy any documents containing such confidential information.


 


CHOICE OF LAW AND VENUE. 


 


THE VALIDITY OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS (UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT OF SUCH OTHER LOAN DOCUMENT),
THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH RESPECT
TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS.


 




    	 	- 71 -	 



     


    

 


THE PARTIES AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF SUFFOLK, COMMONWEALTH OF MASSACHUSETTS, PROVIDED, HOWEVER, THAT ANY SUIT
SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER’S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. BORROWERS WAIVE, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT EACH MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR
TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS SECTION 11.11(b). 


 


Notices. Unless otherwise provided
in this Agreement, all notices or demands by any Borrower or Lenderthe
Lenders to the other relating to this Agreement or any other Loan Document shall be in writing and (except for financial
statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered
or sent by registered or certified mail (postage prepaid, return receipt requested), overnight courier, electronic mail (at such
email addresses as Borrowers or Lenderthe Lenders,
as applicable, may designate to each other in accordance herewith), or telefacsimile (with a confirming receipt from the sending
machine) to Borrowers or to Lenderthe Lenders,
as the case may be, at its address set forth below:


 


If to any


		Credit Party:	Great American Group WF, LLC



21860 Burbank, Boulevard


Suite 300 South


Woodland Hills, CA 91367


Attn: Phillip Ahn, Chief Financial
Officer


Fax No.: (818) 746-9921


Email: pahn@greatamerican.com


 


With copies


		in all cases to:	Great American GroupB.
Riley Financial, Inc.



Nine Parkway North


Suite 300


Deerfield, Illinois 60015


590 Madison Ave.,
29th Floor


New York, NY 10022


Attn:  Mark Naughton,Alan
Forman, Executive Vice President & General Counsel


Fax No.: (847) 444-1401


Email:  mnaughton@greatamericanaforman@brileyfin.com


 


And:


Greenberg & Bass LLP


16000 Ventura Boulevard


Suite 1000


Encino, CA 91436


Attn: David Adelman, Esquire


Fax No.: (818) 986-6534


Email: dadelman@greenbass.com


 




    	 	- 72 -	 



     


    

 


		If to Lenderthe
                            Lenders:	Wells Fargo Bank, National Association

One Boston Place, 18th Floor

Boston, MA 02108

Attn: Joseph Burt

Fax No. (617) 523-4032



Email: Joseph.Burt@wellsfargo.com


 


With copies


		in all cases to:	Choate, Hall & Stewart LLP



Two International Place


Boston, MA 02110


Attn: Kevin J. Simard, Esquire


Fax No. (617) 248-4000


Email: ksimard@choate.com


 


Lenderthe
Lenders and Borrowers may change the address at which they are to receive notices hereunder, by notice in writing in
the foregoing manner given to the other party. All notices or demands sent in accordance with this Section 11.12, other
than notices by Lenderthe Lenders in connection
with enforcement rights against the Collateral under the provisions of the Code, shall be deemed received on the earlier of the
date of actual receipt or three (3) Business Days after the deposit thereof in the mail. Borrowers acknowledge and agree that notices
sent by Lenderthe Lenders in connection
with the exercise of enforcement rights against Collateral under the provisions of the Code shall be deemed sent when deposited
in the mail or personally delivered, or, where permitted by Law, transmitted by telefacsimile or any other method set forth above.


 


Section Headings. Headings and numbers
have been set forth herein for convenience only. Unless the contrary is compelled by the context, everything contained in each
Section applies equally to this entire Agreement.


 


Counterparts; Telefacsimile Execution.
This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one
and the same agreement. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as
delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement
by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed
counterpart shall not affect the validity, enforceability, and binding effect of this Agreement. The foregoing shall apply to each
other Loan Document mutatis mutandis, except as otherwise specifically provided therein or therefor.


 


WAIVER OF JURY TRIAL. BORROWERS
AND LENDER EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF
DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. BORROWERS AND LENDER REPRESENT THAT EACH HAS REVIEWED THIS WAIVER AND
EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION,
A COPY OF THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.


 




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Press Releases. Each Borrower agrees
that neither it nor its Affiliates will in the future issue any press releases or other public disclosure using the name of Lenderthe
Lenders or itstheir Affiliates
or referring to this Agreement or the other Loan Documents without at least two (2) Business Days’ prior notice to Lenderthe
Lenders and without the prior written consent of Lenderthe
Lenders unless (and only to the extent that) such Borrower or Affiliate is required to do so under applicable Law and
then, in any event, such Borrower or Affiliate will consult with Lenderthe
Lenders before issuing such press release or other public disclosure. Each Borrower, on its own behalf and on behalf
of its Affiliates, consents to the publication by Lenderthe
Lenders of advertising material relating to the financing transactions contemplated by this Agreement using any Borrower’s
or Affiliate’s name, product photographs, logo or trademark. LenderThe
Lenders shall provide a draft reasonably in advance of any advertising material to Borrowers for review and comment
prior to the publication thereof. Each Lender reserves the right to provide to industry
trade organizations information necessary and customary for inclusion in league table measurements.


 


Reinstatement. This Agreement shall
remain in full force and effect and continue to be effective should any petition be filed by or against any Borrower for liquidation
or reorganization, should any Borrower become insolvent or make an assignment for the benefit of any creditor or creditors or should
a receiver or trustee be appointed for all or any significant part of any Borrower’s assets, and shall continue to be effective
or to be reinstated, as the case may be, if at any time payment and performance of the Obligations, or any part thereof, is, pursuant
to applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee of the Obligations,
whether as a “voidable preference,” “fraudulent conveyance,” or otherwise, all as though such payment or
performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned,
the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.


 


Advice of Counsel. Each of the parties
represents to each other party hereto that it has discussed this Agreement and, specifically, the provisions of Sections 11.11
and 11.15, with its counsel.


 


No Strict Construction. The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent
or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden
of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.


 


Effectiveness. This Agreement shall
be binding and deemed effective when executed by Borrowers and Lenderthe
Lenders.


 


Intentionally Deleted.


 


Right of Set-Off. Any and all deposits
or other sums at any time credited by or due to a Borrower from the Applicable Lender or
from any Affiliate of the Applicable Lender, and any cash, securities, instruments or other
property of a Borrower in the possession of any of the foregoing, whether for safekeeping or otherwise (regardless of the reason
such Person had received the same) shall at all times constitute security for any and all Obligations of Borrowers to the
Applicable Lender or such Affiliate and may be applied or set off against the Obligations at any time, whether or not
such are then due and whether or not other collateral is then available to the Applicable Lender
or such Affiliate.


 


Pledges To Federal Reserve Banks.
Nothing included in this Agreement shall prevent or limit the Applicable Lender, to the
extent that the Applicable Lender is subject to any of the twelve Federal Reserve Banks
organized under §4 of the Federal Reserve Act (12 U.S.C. §341) from pledging all or any portion of the
Applicable Lender’s interest and rights under this Agreement, provided, however, neither such pledge nor the enforcement
thereof shall release the Applicable Lender from any of its obligations hereunder or under
any of the Loan Documents.


 




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USA Patriot Act Notice. Each
Lender hereby notifies Borrowers that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that
identifies each Borrower, Great American, and their respective Subsidiaries, which information includes the name and address of
each Borrower, Great American, and their respective Subsidiaries, and other information that will allow such
Lender to identify each Borrower, Great American, and their respective Subsidiaries in accordance with the Act. Each
Borrower, Great American, and their respective Subsidiaries are in compliance, in all materials respects, with the Patriot Act.
No part of the proceeds of any Liquidation Borrowing will be used by any Borrower, directly or indirectly, for any payments to
any governmental official or employee, political party, official of a political party, candidate for political office, or anyone
else acting in official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation
of the United States Foreign Corrupt Practices Act of 1977, as amended.


 


Canadian Anti-Money Laundering
Legislation. Each Borrower acknowledges that, pursuant to the Canadian Anti-Money Laundering Legislation, the Lenders may be required
to obtain, verify and record information regarding the Borrowers and their respective directors, authorized signing officers, direct
or indirect shareholders or other Persons in control of the Borrowers, and the transactions contemplated hereby. Each Borrower
shall promptly provide all such information, including supporting documentation and other evidence, as may be reasonably requested
by the Lenders or any assignee thereof, in order to comply with any applicable Canadian Anti-Money Laundering Legislation, whether
now or hereafter in existence. 


 


No Joint Venture. Nothing contained
herein shall be deemed or construed to create a partnership or joint venture between any Borrower and Lenderthe
Lenders.


 


Judgment Currency. If,
for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document
in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures
the Applicable Lender could purchase the first currency with such other currency on the Business Day preceding that on which final
judgment is given. The obligation of each Borrower in respect of any such sum due from it to the Applicable Lender hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than
that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the "Agreement Currency"),
be discharged only to the extent that on the Business Day following receipt by such the Applicable Lender of any sum adjudged to
be so due in the Judgment Currency, such the Applicable Lender may in accordance with normal banking procedures purchase the Agreement
Currency with the Judgment Currency. If the amount of this Agreement Currency so purchased is less than the sum originally due
to the Applicable Lender from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and notwithstanding
any such judgment, to indemnify such the Applicable Lender against such loss. If the amount of the Agreement Currency so purchased
is greater than the sum originally due to such the Applicable Lender in such currency, such the Applicable Lender may be, agrees
to return the amount of any excess to such Borrower (or to any other Person who may be entitled thereto under applicable Law).


 


Appointment for Perfection.
The Canadian Lender hereby appoints the U.S. Lender as its agent for the purpose of perfecting Liens, including, without limitation,
for assets which, in accordance with Article 9 of the UCC, the PPSA, the Securities Transfer Act (Ontario) or any other
applicable law can be perfected only by possession or control. Should the Canadian Lender obtain possession or control of any such
Collateral, Canadian Lender shall notify the U.S. Lender thereof, and, promptly upon the U.S. Lender’s request therefor shall
deliver such Collateral to the U.S. Lender or otherwise deal with such Collateral in accordance with the U.S. Lender’s instructions.


 


Loss Sharing. If following
the occurrence of an Event of Default and realization upon the Collateral and the Guarantee Agreements, the U.S. Lender on the
one hand and the Canadian Lender on the other hand has suffered or incurred a loss not recovered from available Collateral, each
Lender shall make such payments to the other of them so that the loss is shared by all the Lenders. 


 




    	 	- 75 -	 



     


    

 


Amendment & Restatement. Upon
satisfaction of the conditions precedent to the effectiveness of this Agreement, (a) this Agreement shall amend and restate the
Existing Credit Agreement in its entirety (except to the extent that definitions from the Existing Credit Agreement are incorporated
herein by reference) and (b) the rights and obligations of the parties under the Existing Credit Agreement shall be subsumed within,
and be governed by, this Agreement; provided, however, that Borrowers, GAG Inc., and Great American each hereby agree
that (y) the Letters of Credit issued pursuant to the Existing Credit Agreement and outstanding on the Restatement Date (and any
outstanding Obligations with respect thereto), shall be hereafter deemed to be Letters of Credit issued hereunder, and (z) all
Obligations under, and as defined in, the Existing Credit Agreement shall remain outstanding, shall constitute continuing Obligations
secured by the Collateral, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing
of such Obligations and other liabilities. 


 


Appointment of Hypothecary
Representative. Without limiting the powers of the U.S. Lender, for the purposes of holding any hypothec granted to the Attorney
(as defined below) pursuant to the laws of the Province of Québec to secure the prompt payment and performance of any and
all Obligations by any Credit Party, each of the Lenders hereby irrevocably appoints and authorizes the U.S. Lender and, to the
extent necessary, ratifies the appointment and authorization of the U.S. Lender, to act as the hypothecary representative of the
creditors as contemplated under Article 2692 of the Civil Code of Québec (in such capacity, the “Attorney”),
and to enter into, to take and to hold on their behalf, and for their benefit, any hypothec, and to exercise such powers and duties
that are conferred upon the Attorney under any related deed of hypothec.  The Attorney shall:  (a) have the sole and
exclusive right and authority to exercise, except as may be otherwise specifically restricted by the terms hereof, all rights and
remedies given to the Attorney pursuant to any such deed of hypothec and applicable law, and (b) benefit from and be subject to
all provisions hereof with respect to the U.S. Lender mutatis mutandis, including, without limitation, all such provisions
with respect to the liability or responsibility to and indemnification by the Lenders and Credit Parties.  Any person who
becomes a Lender shall be deemed to have consented to and confirmed the Attorney as the person acting as hypothecary representative
holding the aforesaid hypothecs as aforesaid and to have ratified, as of the date it becomes a Lender, all actions taken by the
Attorney in such capacity.


 


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    	 	- 76 -	 



     


    

 


IN WITNESS
WHEREOF, this Agreement has been duly executed as of the date first written above.


 


	 	GREAT AMERICAN GROUP WF, LLC,
	 	a California limited liability company
	 	 	 
	 	By:	 
	 	Its.	 
	 	 	 
	 	gA RETAIL, Inc., a California corporation1
	 	 	 
	 	By:  	 
	 	Name: 	 
	 	Title:  	 
	 	 	 
	 	GA RETAIL CANADA, ULC, an unlimited liability company formed under the laws of the Province of British Columbia 2
	 	 	 
	 	By:  	
	 	Name: 	 
	 	Title:  	 
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	 
	 	Name:	 
	 	 	 
	 	 	Duly Authorized Signatory


 


 






1 NTD: Added by joinder


2 NTD: Added by joinder


 




     


     


    

 


[ADDITIONAL SIGNATURES ON THE
FOLLOWING PAGE]


 




     


     


    

 


ACKNOWLEDGMENT AND AGREEMENT


 


Each of the
undersigned hereby acknowledges and agrees to the provisions of the foregoing Credit Agreement applicable to it, including but
not limited to the first offer provisions set forth in Section 2.1(f)(i); the indemnity provisions set forth in Section 2.11;
the access provisions in Section 2.12, the currency indemnity set forth in Section 2.19(a); the covenants
contained in Sections 6.13 and 6.15; and the provisions of Section 7.22; and agrees to cause Borrowers
to, and take all action necessary to permit Borrowers to, comply with all reporting requirements set forth in Article 5
of the foregoing Credit Agreement.


 


	 	GREAT AMERICAN GROUP, INC., a Delaware corporation3
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	GREAT AMERICAN GROUP, LLC, a California limited liability company
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 






3 NTD: Now referred to as, “B.
RILEY FINANCIAL, INC., a Delaware corporation (f/k/a Great American Group, Inc.)”


 




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