Financial Intercompany Agreement

FINANCIAL INTERCOMPANY AGREEMENT

Parties

Corporation Limited Liability Company Branch Other:

Corporation Limited Liability Company Branch Other:

Recitals

This Financial Intercompany Agreement (the Agreement) is entered into effective as of (Effective Date) by and between the parties named above for the purpose of documenting the intercompany funding, loan, and related administrative arrangements set forth herein.

Definitions

For purposes of this Agreement, the following defined terms shall have the meanings set forth below. "Advance" means any loan, cash transfer or extension of credit made by Party A to Party B pursuant to Section 3. "Business Day" means a day other than a Saturday, Sunday or bank holiday in the jurisdiction of Party A's principal place of business. "Default Rate" means the interest rate applicable after an Event of Default as set forth in Section 7. Capitalized terms used and not otherwise defined in the body of this Agreement shall have the meanings assigned in this Definitions section.

Facility and Advances

Party A agrees to make Advances to Party B up to a maximum aggregate principal amount of (Principal Limit) in the currency of . Each Advance shall be evidenced by an Advance Notice specifying the principal amount, applicable interest rate and scheduled payment date in accordance with this Agreement.

Interest, Fees and Payment Terms

Interest shall accrue on each unpaid principal amount of an Advance at an annual rate of % per annum, calculated on a Select basis Actual/360 Actual/365 30/360 . Interest shall be payable in arrears on each scheduled payment date.

Late payments shall bear interest at the Default Rate equal to the lesser of (a) the interest_rate plus % per annum, or (b) the maximum rate permitted by applicable law. A late fee of may be assessed for payments more than business days late.

Repayment Schedule

Insert scheduled repayments below. Amounts and dates shall control to the extent inconsistent with the Facility provisions.

Prepayment; Set-off

Party B may prepay all or any portion of outstanding principal without premium or penalty unless otherwise specified in an Advance Notice. Party A shall have the right to set off any amounts owed by Party B to Party A against amounts owed by Party A to Party B, subject to compliance with applicable accounting policies and corporate approvals.

Taxes and Withholding

All payments under this Agreement shall be made free and clear of, and without deduction for, any Taxes unless required by law. To the extent any Taxes are required to be deducted or withheld, the paying party shall: (a) make such deduction or withholding, (b) pay the remaining amount to the recipient, and (c) promptly provide the recipient with official documentation of the deduction or withholding.

Representations and Warranties

Each party represents and warrants to the other that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization; (b) it has full corporate power and authority to enter into and perform its obligations under this Agreement; and (c) the execution and delivery of this Agreement and the performance of its obligations will not violate any material agreement or law binding on it.

Events of Default and Remedies

The following constitute Events of Default: (a) failure to pay principal or interest when due and such failure continues for more than five Business Days after notice; (b) breach of a representation or warranty that is materially adverse and not cured within thirty days; (c) insolvency, commencement of bankruptcy proceedings or appointment of a receiver for a party. Upon the occurrence of an Event of Default and at the election of the non-defaulting party, all outstanding obligations shall become immediately due and payable and the non-defaulting party may exercise any and all rights and remedies available at law or in equity.

Accounting, Reporting and Records

Each party shall maintain books and records in accordance with applicable accounting standards and shall provide consolidated intercompany statements or reconciliations to the other party within days following the end of each reporting period. Records necessary to support Advances and payments shall be retained for a minimum of seven years and made available for inspection upon reasonable prior notice.

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth below (or such other address as a party designates by notice). Notices shall be deemed given when delivered by hand, one Business Day after delivery by overnight courier, or upon receipt if delivered by electronic mail with confirmation of delivery.

Confidentiality

Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement and to use such information solely to perform its obligations hereunder, except as required by law or regulation or as necessary for corporate reporting within the group, provided that any such disclosure shall be subject to a duty of confidentiality.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes amicably. If resolution is not achieved within thirty (30) days, the dispute may be submitted to arbitration if mutually agreed, otherwise to the competent courts of the governing jurisdiction.

Miscellaneous

This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements. No amendment or waiver shall be effective unless in writing and signed by both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one instrument.

Acknowledgement

By signing below, each signatory represents and warrants that (a) they have full authority to bind the entity they represent; (b) they have read and understand the terms of this Agreement; and (c) this Agreement is executed voluntarily and constitutes a legal, valid and binding obligation of the party they represent.

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