Common use of Acceptance and Termination Clause in Contracts

Acceptance and Termination. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arranger executed counterparts hereof and of the Fee Letter, not later than 11:59 p.m., New York City time, on July 4, 2017. Each Commitment Party’s respective commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraph, and will expire at such time in the event that the Lead Arranger have not received such executed counterparts in accordance with the immediately preceding sentence; provided, however, that this Commitment Letter and all commitments and undertakings of Citizens hereunder will automatically expire if this Commitment Letter and the Fee Letter have not been approved by a final order of the Court by 5:00 p.m. (New York City time) on August 4, 2017 (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition of the Debtors of any material assets or equity of the Debtors). Thereafter, this Commitment Letter and the commitments and undertakings of the Agent hereunder shall automatically terminate upon the earliest of (a) 5:00 p.m. (New York City time) on December 1, 2017, unless Citizens shall, in its discretion, agree to an extension hereof or the Exit Closing Date occurs on or prior thereto, (b) the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in the event that the DIP Credit Facility is not closed and funded prior to such date, (d) a sale of all or a substantial portion of the assets of the Debtors, (e) a refinancing or all or any part of the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facility. In consideration of the time and resources that the Agent and the Lead Arranger will devote to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the Debtors, the Borrower, the Guarantors or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facility or facilities for the Borrower and its subsidiaries with respect to the matters addressed in this Commitment Letter. We look forward to working with you on this important transaction. Very truly yours, CITIZENS BANK, N.A. By Name: Title: Accepted and agreed to as of the date first above written: TRUE RELIGION APPAREL, INC. By Name: Title: Exhibit A EXHIBIT A SUMMARY OF INDICATIVE TERMS AND CONDITIONS (“EXIT FACILITY TERM SHEET”) $60,000,000 SENIOR CREDIT FACILITY (EXIT FACILITY) Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit A is attached. BORROWER: True Religion Apparel, Inc., a Delaware corporation (the “Company”) and/or any entity formed to hold any newly issued equity in respect of the Debtors or any assets transferred from the Company upon its emergence from bankruptcy (the “Borrower”).

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arranger us executed counterparts hereof and of the Fee Letter, Letter not later than 11:59 5:00 p.m., New York City time, on July 4March 13, 20172016. Each Commitment Party’s respective The Initial Lenders’ commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraphhereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that the Lead Arranger we have not received such executed counterparts in accordance with the immediately preceding sentence; provided. In the event that (i) the Closing Date does not occur on or before the Outside Date (as defined in the Merger Agreement on the date hereof, howeveras such date may be extended pursuant to the first proviso to Section 7.01(b)(i) of the Merger Agreement in effect on the date hereof (but in any event not extended pursuant to such proviso later than August 4, that this Commitment Letter and all commitments and undertakings 2016), (ii) the Merger Agreement is validly terminated in accordance with its terms without the consummation of Citizens hereunder will automatically expire if the Merger having occurred or (iii) the closing of the Merger (x) in the case of the Senior Facility, without entering into the Senior Facility or (y) in the case of the Senior Secured Bridge Facility, without the use of the Senior Secured Bridge Facility, then this Commitment Letter and the Fee Letter have not been approved by a final order of Initial Lenders’ commitments hereunder, and our agreements to perform the Court by 5:00 p.m. (New York City time) on August 4services described herein, 2017 (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition of the Debtors of any material assets or equity of the Debtors). Thereafter, this Commitment Letter and the commitments and undertakings of the Agent hereunder shall automatically terminate upon the earliest of (a) 5:00 p.m. (New York City time) on December 1, 2017, without further action or notice and without further obligation to you unless Citizens we shall, in its our discretion, agree to an extension hereof or extension. We are pleased to have been given the Exit Closing Date occurs on or prior thereto, (b) opportunity to assist you in connection with the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in the event that the DIP Credit Facility is not closed and funded prior to such date, (d) a sale of all or a substantial portion of the assets of the Debtors, (e) a refinancing or all or any part of the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facility. In consideration of the time and resources that the Agent and the Lead Arranger will devote to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the Debtors, the Borrower, the Guarantors or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facility or facilities financing for the Borrower and its subsidiaries with respect to the matters addressed in this Commitment Letter. We look forward to working with you on this important transactionMerger. Very truly yours, CITIZENS BANK, N.A. By BARCLAYS BANK PLC By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Managing Director [Project Crisp Commitment Letter - Signature Page] ROYAL BANK OF CANADA By: /s/ Xxxxx X. Xxxxx Name: XXXXX X. XXXXX Title: MANAGING DIRECTOR HEAD OF GLOBAL LEVERAGED FINANCE Project Crisp Commitment Letter - Signature Page JEFFERIES FINANCE LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director MIHI LLC By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Authorized Signatory MACQUARIE CAPITAL (USA) INC. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Managing Director By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Managing Director Accepted and agreed to as of the date first above written: TRUE RELIGION APPARELPOMEGRANATE HOLDINGS, INC. By By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Exhibit A Vice President EXHIBIT A SUMMARY OF INDICATIVE TERMS AND CONDITIONS Project Crisp $100 million Senior Secured Superpriority Revolving Facility $800 million Senior Secured Bridge Facility Transaction Description2 Holdings and Merger Sub intend to enter into the Merger Agreement with the Target. Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “EXIT FACILITY TERM SHEETSponsor”) $60,000,000 SENIOR CREDIT FACILITY and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (EXIT FACILITY) Capitalized terms not otherwise defined herein have collectively with the same meanings as specified therefor in the Commitment Letter to which this Exhibit A is attached. BORROWER: True Religion ApparelSponsor, Inc., a Delaware corporation (the “Company”) and/or any entity formed to hold any newly issued equity in respect of the Debtors or any assets transferred from the Company upon its emergence from bankruptcy (the “BorrowerInvestors”).

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arranger us executed counterparts hereof and of the Fee Letter, Letter not later than 11:59 p.m., New York City time, on July 4May 25June 7, 20172023. Each Commitment Party’s respective commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraphcommitment hereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that the Lead Arranger we have not received such executed counterparts in accordance with the immediately preceding sentence; provided. In the event that the Closing Date does not occur on or before July 24, however2023 (the “Outside Date”), that then this Commitment Letter and all each Commitment Party’s commitment hereunder (including its commitments with respect to any Remaining Commitments and undertakings of Citizens hereunder will automatically expire if this Commitment Letter any Extended Term Loan Commitments), and our agreements to perform the Fee Letter have not been approved by a final order of the Court by 5:00 p.m. (New York City time) on August 4services described herein, 2017 (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition of the Debtors of any material assets or equity of the Debtors). Thereafter, this Commitment Letter and the commitments and undertakings of the Agent hereunder shall automatically terminate upon with respect to the earliest of Term Facility (aand, if applicable, with respect to the Remaining Commitments and the Extended Term Loan Commitments) 5:00 p.m. (New York City time) on December 1, 2017, without further action or notice and without further obligation to you unless Citizens we shall, in its our discretion, agree to an extension hereof or the Exit Closing Date occurs on or prior thereto, (b) the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in extension. In the event that Term Loans are funded on the DIP Credit Facility is not closed and funded prior Closing Date in a principal amount equal to such dateor greater than the Minimum Funding Amount but less than $665.0 million, (d) a sale of all or a substantial the portion of the assets Commitments (other than the Extended Term Loan Commitments, which shall stay outstanding to the extent the Closing Date occurs, to the date specified in Section 1) not so funded shall remain outstanding until 5:00 p.m., New York City time, on the Outside Date, the funding of which shall be subject only to the conditions to the incurrence thereof to be set forth in the Term Facility Documentation (as defined in the Term Facility Term Sheet) (the portion of the Debtors, Commitments (eother than the Extended Term Loan Commitments) a refinancing or all or any part of not so funded on the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facility. In consideration of the time and resources that the Agent and the Lead Arranger will devote to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the DebtorsClosing Date, the Borrower, the Guarantors or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facility or facilities for the Borrower and its subsidiaries with respect to the matters addressed in this Commitment Letter“Remaining Commitments”). We look forward to working with you on this important transaction. Very truly yours, CITIZENS BANK, N.A. By Name: Title: Accepted and agreed to as of the date first above written: TRUE RELIGION APPAREL, INC. By Name: Title: Exhibit A EXHIBIT A SUMMARY OF INDICATIVE TERMS AND CONDITIONS (“EXIT FACILITY TERM SHEET”) $60,000,000 SENIOR CREDIT FACILITY (EXIT FACILITY) Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit A 665.0 million Senior Secured Term Facility $35.0 million Senior Secured Extended Term Facility Transaction Description1 It is attached. BORROWER: True Religion Apparel, Inc., a Delaware corporation (the “Company”) and/or any entity formed to hold any newly issued equity in respect of the Debtors or any assets transferred from the Company upon its emergence from bankruptcy (the “Borrower”).intended that:

Acceptance and Termination. If the foregoing correctly sets forth our agreementagreement with you, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arranger us executed counterparts hereof and of the Fee Letter, Letter not later than 11:59 p.m., New York City time, on July 425, 20172016. Each Commitment Party’s respective The Initial Lenders’ commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraphhereunder, and our agreements to perform the services described herein, will expire automatically and without further action or notice and without further obligation to you at such time in the event that the Lead Arranger we have not received such executed counterparts in accordance with the immediately preceding sentence; provided. In the event that (i) the Closing Date does not occur on or before the Termination Date (as defined in the Merger Agreement as in effect on the date hereof, howeveras such date may be extended pursuant to the first proviso to Section 7.2(a) of the Merger Agreement in effect on the date hereof (but in no event later than December 16, that this Commitment Letter and all commitments and undertakings 2016)), (ii) the Merger Agreement is terminated without the consummation of Citizens hereunder will automatically expire if the Acquired Business Merger or (iii) the closing of the Acquired Business Merger (x) in the case of the First Lien Facilities, without the use of the First Lien Facilities or (y) in the case of the Second Lien Term Facility, without the use of the Second Lien Term Facility, then this Commitment Letter and the Fee Letter have not been approved by a final order of Initial Lenders’ commitments hereunder, and our agreements to perform the Court by 5:00 p.m. (New York City time) on August 4services described herein, 2017 (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition of the Debtors of any material assets or equity of the Debtors). Thereafter, this Commitment Letter and the commitments and undertakings of the Agent hereunder shall automatically terminate upon the earliest of (a) 5:00 p.m. (New York City time) on December 1, 2017, without further action or notice and without further obligation to you unless Citizens we shall, in its our discretion, agree to an extension hereof or extension. We are pleased to have been given the Exit Closing Date occurs on or prior thereto, (b) opportunity to assist you in connection with the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in the event that the DIP Credit Facility is not closed and funded prior to such date, (d) a sale of all or a substantial portion of the assets of the Debtors, (e) a refinancing or all or any part of the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facility. In consideration of the time and resources that the Agent and the Lead Arranger will devote to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the Debtors, the Borrower, the Guarantors or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facility or facilities financing for the Borrower and its subsidiaries with respect to the matters addressed in this Commitment Letter. We look forward to working with you on this important transactionAcquired Business Merger. Very truly yours, CITIZENS BANKBANK OF AMERICA, N.A. By By: /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Accepted and agreed to as of the date first above writtenManaging Director XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: TRUE RELIGION APPAREL, INC. By /s/ Xxxxxxxx Xxx Name: Xxxxxxxx Xxx Title: Exhibit A EXHIBIT A SUMMARY OF INDICATIVE TERMS AND CONDITIONS Managing Director JEFFERIES FINANCE LLC By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Managing Director BARCLAYS BANK PLC By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx X. Xxxxx Title: Authorized Signatory By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory CREDIT SUISSE SECURITIES (“EXIT FACILITY TERM SHEET”USA) $60,000,000 SENIOR CREDIT FACILITY (EXIT FACILITY) Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit A is attached. BORROWERLLC By: True Religion Apparel/s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Managing Director ASPEN INTERMEDIATE, LLC By: Aspen Holdco, LLC, its sole member By: Aspen Parent, Inc., its sole member By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Vice President EXHIBIT A Project Aspen $535 million Senior Secured First Lien Term Facility $75 million Senior Secured First Lien Revolving Credit Facility $135 million Senior Secured Second Lien Term Facility Transaction Description Parent, Coin Merger Sub and Redwood Merger Sub intend to enter into the Merger Agreement with Redwood and the Target. Pursuant to the Merger Agreement, Coin Merger Sub will be merged with and into the Target, with the Target surviving such merger as a Delaware corporation direct or indirect wholly-owned subsidiary of Coin Holdings. Prior to the Closing Date, Coin Merger Sub will commence a tender offer to purchase all of the shares of common stock of the Target (the “CompanyTender Offer”) and/or any entity formed and, if such shares are accepted for purchase pursuant to hold any newly issued equity in respect the terms of the Debtors or any assets transferred from Merger Agreement and the Company upon its emergence from bankruptcy Tender Offer, such purchase will occur on the Closing Date prior to the Acquired Business Merger. After giving effect to the Transactions, the Target will continue to own the coin and gift card exchange self-service kiosk business of the Target (such business, the “BorrowerAcquired Business”). Coin Holdings will be controlled by investment funds, or affiliates of investment funds, advised, managed or controlled by Apollo Global Management, LLC or its affiliates (collectively, the “Sponsor”) and, at the Sponsor’s election, certain co-investors arranged or designated by the Sponsor (collectively with the Sponsor, the “Investors”).

Acceptance and Termination. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Lead Arranger us executed counterparts hereof and of the Fee Letter, thereof not later than 11:59 p.m., New York City time, on July 4February 12, 20172024. Each The Commitment Party’s respective Parties’ commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraph, and will expire at such time in the event that the Lead Arranger Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence; provided, however, . In the event that this Commitment Letter and all commitments and undertakings of Citizens hereunder will automatically expire if this Commitment Letter and (x) the Fee Letter have not been approved by a final order initial borrowings in respect of the Court by 5:00 p.m. (Incremental Term Loan Facility do not occur on or before 11:59 p.m., New York City time, on the date that is on or prior to five business days after the Outside Date (as defined in the Acquisition Agreement as in effect on the date hereof and after giving effect to any extensions thereof up to November 12, 2024), (y) on August 4, 2017 the transactions contemplated by the Acquisition Agreement are consummated without use of the Incremental Term Loan Facility or (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable z) the Acquisition Agreement has been validly terminated prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition consummation of the Debtors of any material assets or equity of transactions contemplated by the Debtors). ThereafterAcquisition Agreement, then this Commitment Letter and the commitments and undertakings of the Agent Commitment Parties hereunder shall automatically terminate upon the earliest of (a) 5:00 p.m. (New York City time) on December 1, 2017without further action or notice, unless Citizens the Commitment Parties shall, in its their sole discretion, agree to an extension hereof or the Exit Closing Date occurs on or prior thereto, (b) the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in the event that the DIP Credit Facility is not closed and funded prior to such date, (d) a sale of all or a substantial portion of the assets of the Debtors, (e) a refinancing or all or any part of the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facilitywriting. In consideration of the time and resources that the Agent and the Lead Arranger will devote Notwithstanding anything in this paragraph to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the Debtorscontrary, the Borrower, the Guarantors termination of any commitment pursuant to this paragraph does not prejudice our or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions your rights and remedies in respect of, any offering, placement or arrangement of any competing senior credit facility or facilities for the Borrower and its subsidiaries with respect to the matters addressed in breach of this Commitment Letter. This Commitment Letter replaces and supersedes in its entirety that certain commitment letter, dated January 12, 2024 (the “Original Commitment Letter”), by and between you and SPC. The parties acknowledge and agree that the Original Commitment Letter is superseded hereby in its entirety by this Commitment Letter and is of no force and effect. We look forward are pleased to working have been given the opportunity to assist you in connection with you on this important transactionthe Incremental Term Loan Facility contemplated hereby. Very truly yours, CITIZENS BANKSILVER POINT FINANCE, N.A. LLC By /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Authorized Signatory [Signature Page to Project Domino Commitment Letter] FORTRESS CREDIT CORP., on behalf of itself and/or as agent on behalf of one or more funds or accounts managed by affiliates of Fortress Credit Corp. By: /s/ Xxxxxx Xxxxxxx Name: Xxxxxx Xxxxxxx Title: Authorized Signatory Accepted and agreed to as of the date first above written: TRUE RELIGION APPAREL, INC. Ozark Holdings LLC By /s Xxxxxxx XxXxxxxxx Name: Xxxxxxx XxXxxxxxx Title: Chief Financial Officer EXHIBIT A Project Domino Transaction Description Capitalized terms used but not defined in this Exhibit A EXHIBIT A SUMMARY OF INDICATIVE TERMS AND CONDITIONS (“EXIT FACILITY TERM SHEET”) $60,000,000 SENIOR CREDIT FACILITY (EXIT FACILITY) Capitalized terms not otherwise defined herein shall have the same meanings as specified therefor set forth in the other Exhibits to the Commitment Letter to which this Exhibit A is attachedattached or in the Commitment Letter. BORROWER: True Religion ApparelIn the case of any such capitalized term that is subject to multiple and differing definitions, the appropriate meaning thereof in this Exhibit A shall be determined by reference to the context in which it is used. The Borrower has entered into that certain Agreement and Plan of Merger, dated as of February 12, 2024 (together with all exhibits, schedules and other disclosure letters thereto, collectively, as modified, amended, supplemented, consented to or waived, the “Acquisition Agreement”), with Whole Earth Brands, Inc., a Delaware corporation (the “CompanyTarget” and, together with its subsidiaries, the “Target Companies”) and/or any entity formed ). Pursuant to hold any newly issued equity in respect the Acquisition Agreement, a wholly owned subsidiary of the Debtors or any assets transferred from Borrower will merge with and into the Company upon its emergence from bankruptcy Target (the “BorrowerMerger”)., with the Target surviving as a wholly owned subsidiary of the Borrower. As a result of the Merger, the Borrower will acquire all of the outstanding equity interests of the Target (the “Acquisition”), other than the shares of common stock of the Target currently owned by Sababa Holdings FREE LLC, (“Sababa Holdings FREE”) and Marpet Capital, LLC (“Marpet Capital”), affiliates of the Borrower, which shares will be contributed to the Borrower in a series of transactions, as described below. In connection with the foregoing, it is intended that:

Acceptance and Termination. If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Revolver Commitment Letter and of the Fee Letter by returning to the Lead Arranger Revolver Commitment Parties executed counterparts hereof and of the Fee Letter, not later than 11:59 p.m., New York City time, on July 4April 6, 20172022. Each Revolver Commitment Party’s respective commitments hereunder and agreements contained herein will be effective only upon execution and delivery hereof and of the Fee Letter by you and us in accordance with this paragraph, and will expire at such time in the event that the Lead Arranger Revolver Commitment Parties have not received such executed counterparts in accordance with the immediately preceding sentence; provided, however, that this Commitment Letter and all commitments and undertakings of Citizens hereunder will automatically expire if this Commitment Letter and the Fee Letter have not been approved by a final order of the Court by 5:00 p.m. (New York City time) on August 4, 2017 (it being agreed that each party hereto shall use its reasonable best efforts to seek Court approval as soon as practicable prior thereto and shall not encourage or assist the submission or development of an alternative transaction whether relating to the sale or issuance of any debt or security or the acquisition, sale or lease or other disposition of the Debtors of any material assets or equity of the Debtors). Thereafter, this This Revolver Commitment Letter and the commitments and undertakings of the Agent Revolver Commitment Parties hereunder shall automatically terminate upon on the earliest of the following to occur (ai) 5:00 p.m. after the date hereof and prior to the consummation of the Acquisition, the termination of the Merger Agreement by you in a signed writing in accordance with its terms (or your written confirmation or public announcement thereof), (ii) the consummation of the Acquisition without the funding of the Term B Facility and (iii) 11:59 p.m., New York City time, on the date that is five business days after the End Date (as defined in the Merger Agreement as in effect on the date hereof (including, for the avoidance of doubt, any extension contemplated by Section 10.1(b) of the Merger Agreement (as in effect on December 1the date hereof)). Upon the occurrence of any of the events referred to in the preceding sentence, 2017, this Revolver Commitment Letter and the commitments of the Revolver Commitment Parties hereunder and the agreement of the Revolver Commitment Parties to provide the services described herein shall automatically terminate unless Citizens the Revolver Commitment Parties shall, in its their sole discretion, agree to an extension hereof or the Exit Closing Date occurs on or prior thereto, (b) the consummation of the Approved Plan, (c) five (5) business days after the Petition Date in the event that the DIP Credit Facility is not closed and funded prior to such date, (d) a sale of all or a substantial portion of the assets of the Debtors, (e) a refinancing or all or any part of the DIP Credit Facility and (f) the consummation of a plan of reorganization without the use of the Exit Facility. In consideration of the time and resources that the Agent and the Lead Arranger will devote to the Exit Facility, but subject to the last sentence of paragraph 12 above, you agree that, until such expiration, you will not, and will cause the Debtors, the Borrower, the Guarantors or their affiliates not to, solicit, initiate, entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing senior credit facility or facilities for the Borrower and its subsidiaries with respect to the matters addressed in this Commitment Letter. We look forward to working with you on this important transactionwriting. Very truly yours, CITIZENS DEUTSCHE BANK AG NEW YORK BRANCH By /s/ Jxxx Xxxxxxxxxx Name: Jxxx Xxxxxxxxxx Title: Managing Director By /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director DEUTSCHE BANK SECURITIES INC. By /s/ Jxxx Xxxxxxxxxx Name: Jxxx Xxxxxxxxxx Title: Managing Director By /s/ Sxxxxxx Xxxxx Name: Sxxxxxx Xxxxx Title: Managing Director [SIGNATURE PAGE TO VELOCITY REVOLVING CREDIT COMMITMENT LETTER] JPMORGAN CHASE BANK, N.A. By /s/ Axxxxxxxx Xxxxxxxx Name: Axxxxxxxx Xxxxxxxx Title: Authorized Officer [SIGNATURE PAGE TO VELOCITY REVOLVING CREDIT COMMITMENT LETTER] BANK OF MONTREAL By /s/ Kxxxxxxxx X. Xxxxxxxx Name: Kxxxxxxxx X. Xxxxxxxx Title: Managing Director [SIGNATURE PAGE TO VELOCITY REVOLVING CREDIT COMMITMENT LETTER] Accepted and agreed to as of the date first above written: TRUE RELIGION APPARELDXXX & BUSTER’S, INC. By ., By: /s/ Mxxxxxx Xxxxxxxxx Name: Mxxxxxx Xxxxxxxxx Title: Exhibit A Chief Financial Officer [SIGNATURE PAGE TO VELOCITY REVOLVING CREDIT COMMITMENT LETTER] Schedule 1 Lender Refinancing Revolving Credit Commitments Deutsche Bank AG New York Branch $ [100,000,000 ] JPMorgan Chase Bank, N.A. $ [100,000,000 ] Bank of Montreal $ [100,000,000 ] Total: $ [300,000,000 ] EXHIBIT A SUMMARY OF INDICATIVE TERMS AND CONDITIONS Project Velocity Revolving Credit Facility Summary of Principal Terms and Conditions1 Borrower: Dxxx & Buster’s Inc., a Missouri corporation (the “EXIT FACILITY TERM SHEETBorrower”) $60,000,000 SENIOR CREDIT FACILITY (EXIT FACILITY) Capitalized terms not otherwise defined herein have the same meanings as specified therefor in the Commitment Letter to which this Exhibit A is attached. BORROWER: True Religion Apparel), a wholly owned subsidiary of Dxxx & Buster’s Holdings, Inc., a Delaware corporation (“Holdings”). Administrative Agent: Deutsche Bank AG New York Branch will act as sole and exclusive administrative agent and collateral agent (in such capacity, the “CompanyAdministrative Agent”) and/or any entity formed to hold any newly issued equity in respect for a syndicate of banks, financial institutions and institutional lenders holding Refinancing Revolving Credit Commitments (as defined below) and will perform the Debtors or any assets transferred from the Company upon its emergence from bankruptcy (the “Borrower”)duties customarily associated with such roles.