Intercompany Revolving Loan Agreement

This agreement constitutes the whole agreement between the parties with respect to the purpose of this agreement. Once executed, this agreement replaces and replaces the terms of all loan agreements between the parties. “Loans” are revolving loans totalling no more than $40 million ($40,000,000) made available under Section 2 of this agreement. Where a delay event has occurred and continues, the lender may protect and enforce its rights either through a capital action, legal action, legal action, the specific enforcement of a provision of this agreement, or the exercise of a power conferred on the lender under this agreement. Nothing that is included in this agreement is considered the statutory maximum rate. The interest rate required under this agreement is at any time above the legal maximum rate. . This agreement is governed by the laws of the State of New York, United States, without the conflict of laws rules coming into force and which would otherwise require the application of the law of another jurisdiction. “Trustee” means any director of bankruptcy, fiduciary, assignee, liquidator, sequestrator or any other similar function under a bankruptcy law.

“bankruptcy law,” the current bankruptcy laws of the United States or any other applicable jurisdiction. This agreement can only be amended by written letter signed by both parties. “Business Day” refers to a day (except a Saturday or Sunday) when banks in New York, New York, are generally open to stores. . This INTERCOMPANY REVOLVING FACILITY AGREEMENT AGREEMENT is concluded effective August 20, 2013 (the “agreement”). IN WITNESS WHEREOF, the parties asked their duly accredited agent to execute this intercompany-revolving facility agreement at the time of the first written execution and delivery. This agreement can be executed in return. If this is the case, the signature pages of the parties are the same instrument. The rights and obligations of the borrower arising from this agreement cannot be transferred or transferred by the borrower without the lender`s written consent. The lender`s rights and obligations under this agreement may be transferred or transferred in whole or in part by the lender and may be mortgaged by the lender as collateral for all obligations owed by the lender to third parties.

“default event,” any incident referred to in Section 7.1 of this agreement. Nothing included in this agreement is considered to be the payment of an interest rate that goes beyond the enforceable maximum rate or requires payment. If, at any time, the interest rate required under this agreement exceeds the statutory maximum rate, the interest rate payable is automatically reduced to the statutory maximum. If this interest rate is thus lowered and the maximum statutory rate is subsequently increased, the interest rate payable is automatically increased to the maximum statutory rate and the rate otherwise provided for in this agreement. . This agreement automatically expires on the due date. The courts of the State of New York, United States, have sole jurisdiction to settle disputes arising from or related to this agreement (including a dispute over the existence, validity or termination of this agreement).

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