Exhibit 10.2


 


Execution Version


 


FIFTH AMENDMENT TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEMENT AND GUARANTY


 


THIS FIFTH AMENDMENT
TO SECOND AMENDED AND RESTATED LOAN FACILITY AGREEMENT AND GUARANTY (this “Amendment”), is made and
entered into as of December 13, 2012, by and among AARON’S, INC., a Georgia corporation (“Sponsor”),
each of the lending institutions listed on the signature pages hereto (such lenders, the “Participants”)
and SUNTRUST BANK, a banking corporation organized and existing under the laws of Georgia having its principal office in Atlanta,
Georgia, as Servicer (in such capacity, the “Servicer”).


 


WITNESSETH:


 


WHEREAS, the Sponsor,
the Participants and the Servicer are parties to a certain Second Amended and Restated Loan Facility Agreement and Guaranty, dated
as of June 18, 2010, as amended by that certain First Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty
dated as of March 31, 2011, by that certain Second Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty
dated as of May 18, 2011, by that certain Third Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty dated
as of July 1, 2011 and by that certain Fourth Amendment to Second Amended and Restated Loan Facility Agreement and Guaranty dated
as of May 16, 2012 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Facility
Agreement”; capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms
in the Loan Facility Agreement), pursuant to which the Participants have made certain financial accommodations available to the
Sponsor;


 


WHEREAS, the Sponsor
has requested that the Participants and the Servicer amend certain provisions of the Loan Facility Agreement, and subject to the
terms and conditions hereof, the Participants are willing to do so;


 


NOW, THEREFORE, for
good and valuable consideration, the sufficiency and receipt of all of which are acknowledged, the Sponsor, the Participants and
the Servicer agree as follows:


 


1.          Amendments.


 


(a)   Section 1.1 of
the Loan Facility Agreement is amended by (i) replacing the definitions of “Canadian Subfacility Amount”, “Change
in Control”, “Defaulting Participant”, “Material Indebtedness”, “Participant Insolvency Event”,
“Permitted Acquisition” and “Required Participants” in their entirety with the following definitions, (ii)
by adding the following definitions of “Fifth Amendment Date”, “Material Subsidiary”, “2011 Note
Agreement”, and (iii) by deleting the definition of the “Loudermilk Family”:


 


“Canadian
Subfacility Amount” shall mean Cdn $50,000,000, as such amount may be reduced pursuant
to Section 2.7, Section 2.9 or Article IX.


 


"Change
in Control" shall mean the occurrence of one or more of the following events: (a) any sale, lease, exchange or other
transfer (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Sponsor
to any Person or "group" (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and
Exchange Commission thereunder in effect on the date hereof), (b) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or "group" (within the meaning of the Securities Exchange Act of 1934 and the rules of the
Securities and Exchange Commission thereunder as in effect on the date hereof) of 331⁄3 or more of the total voting power of
shares of stock entitled to vote in the election of directors of the Sponsor; or (c) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Sponsor by Persons who were neither (i) nominated by the current board of directors
or (ii) appointed by directors so nominated.


 



    	 



    	 



    

 


“Defaulting
Participant” shall mean, at any time, subject to Section 2.17(b), (i) any Participant that has failed for
two (2) or more Business Days to comply with its obligations under this Agreement to fund any Participant Funding (each a “funding
obligation”), unless such Participant has notified the Servicer and the Sponsor in writing that such failure is the result
of such Participant’s determination that one or more conditions precedent to funding has not been satisfied (which conditions
precedent, together with any applicable Credit Event, will be specifically identified in such writing), (ii) any Participant that
has notified the Servicer in writing, or has stated publicly, that it does not intend to comply with any such funding obligation
hereunder, unless such writing or public statement states that such position is based on such Participant’s determination
that one or more conditions precedent to funding cannot be satisfied (which conditions precedent, together with any applicable
Credit Event will be specifically identified in such writing or public statement), (iii) any Participant that has defaulted on
its obligation to fund generally under any other loan agreement, credit agreement or other financing agreement, (iv) any Participant
that has, for three (3) or more Business Days after written request of the Servicer or the Sponsor, failed to confirm in writing
to the Servicer and the Sponsor that it will comply with its prospective funding obligations hereunder (provided that such
Participant will cease to be a Defaulting Participant pursuant to this clause (iv) upon the Servicer’s and the Sponsor’s
receipt of such written confirmation), or (v) any Participant with respect to which a Participant Insolvency Event has occurred
and is continuing. Any determination by the Servicer that a Participant is a Defaulting Participant will be conclusive and binding,
absent manifest error, and such Participant shall be deemed to be a Defaulting Participant (subject to Section 2.17(b))
upon notification of such determination by the Servicer to the Sponsor and the Participants. 


 


“Fifth
Amendment Date” shall mean December 13, 2012.


 


“Material
Indebtedness” shall mean Indebtedness of any one or more of the Sponsor and the Subsidiaries in an aggregate
principal amount exceeding $10,000,000.


 


“Material
Subsidiary” means at any time any direct or indirect Subsidiary of the Sponsor
having: (a) assets in an amount equal to at least 5% of the total assets of the Sponsor and its Subsidiaries determined on a consolidated
basis as of the last day of the most recent fiscal quarter of the Sponsor at such time; or (b) revenues or net income in an amount
equal to at least 5% of the total revenues or net income of the Sponsor and its Subsidiaries on a consolidated basis for the 12-month
period ending on the last day of the most recent fiscal quarter of the Sponsor at such time


 



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“Participant
Insolvency Event” shall mean that (i) a Participant or its Parent Company is insolvent, or is generally unable to
pay its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, (ii) a Participant or its Parent Company is the subject of a bankruptcy, insolvency, reorganization,
liquidation or similar proceeding, or a receiver, trustee, conservator, custodian or similar Person charged with reorganization
or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory
authority acting in such capacity, has been appointed for such Participant or its Parent Company, or Participant or its Parent
Company has taken any action in furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment,
or (iii) a Participant or its Parent Company has been adjudicated as, or determined by any Governmental Authority having regulatory
authority over such Person or its assets to be, insolvent; provided that, for the avoidance of doubt, a Participant Insolvency
Event shall not be deemed to have occurred  solely by virtue of the ownership or acquisition of any equity interest in
or control of a Participant or its Parent Company thereof by a Governmental Authority or an instrumentality thereof so long as
such ownership or acquisition does not result in or provide such Participant with immunity from the jurisdiction of courts within
the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Participant (or such
Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Participant.



 


“Permitted
Acquisition” shall mean any Acquisition
(whether foreign or domestic) so long as (a) immediately before and after giving effect to such Acquisition, no Default or Event
of Default is in existence, (b) such Acquisition has been approved by the board of directors of the Person being acquired prior
to any public announcement thereof, (c) to the extent such Acquisition is of a Person or Persons that are not organized in the
United States and/or of all or substantially all of the assets of a Person located outside the United States and the aggregate
EBITDA attributable to all Foreign Subsidiaries for the most recently ended twelve month period (giving pro forma effect to such
Acquisition) exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve month period, the Sponsor complies
with Section 6.10(b) hereof and (d) immediately after giving effect
to such Acquisition, the Sponsor and Subsidiaries will not be engaged in any business other than businesses of the type
conducted by the Sponsor and its Subsidiaries on the Effective Date and businesses reasonably related thereto. As
used herein, Acquisitions will be considered related Acquisitions if the sellers under such Acquisitions are the same Person or
any Affiliate thereof.


 


“Required
Participants” shall mean (x) at any time prior to termination of the Facility Commitment, Participants holding at
least 51% of the sum of (A) the aggregate Funded Participations, plus (B) the Participant’s Unused Commitments, and
(y) at any time on and after the termination of the Facility Commitment, Participants holding at least 51% of the aggregate outstanding
Funded Participations at such time; provided however, that to the extent that any Participant is a Defaulting Participant,
such Defaulting Participant and all of its Commitments, Funded Participations and Participant’s Unused Commitments shall
be excluded for purposes of determining Required Participants.


 


"2011
Note Agreement" shall mean that certain Note Purchase Agreement, dated as of July 5, 2011, by an among Sponsor, the
other Credit Parties party thereto, The Prudential Insurance Company of America and the other purchasers signatory thereto, as
such Note Purchase Agreement may be amended, supplemented, restated, refinanced, replaced or otherwise modified from time to time
in accordance with the terms of this Agreement.


 



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(b)         Section 1.2
of the Loan Facility Agreement is amended by replacing the final sentence of such Section in its entirety with the following:


 


“Notwithstanding
any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all
computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Accounting Standards
Codification Section 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness
or other liabilities of Sponsor, any Guarantor or any Subsidiary thereof at “fair value”, as defined therein and (ii)
for purposes of this Agreement, any change in GAAP requiring leases which were previously classified as operating leases
to be treated as capitalized leases shall be disregarded and such leases shall continue to be treated as operating leases consistent
with GAAP as in effect immediately before such change in GAAP became effective.”


 


(c)         Section 2.1(a)
of the Loan Facility Agreement is amended by replacing the reference to “May 15, 2013” in subsection (a) of such Section
with “December 12, 2013”.


 


(d)         Section 2.10
of the Loan Facility Agreement is amended by replacing subsections (a) and (b) of such Section in their entirety with the following:


 


(a)  Notwithstanding
any other provision herein, if, by reason of (i) after the date hereof, the introduction of or any change (including any change
by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation (which, for the
avoidance of doubt, shall include, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y)
all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking
Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant
to Basel III, regardless of the date enacted, adopted or issued) or (ii) the compliance with any guideline or request from
any central bank or other governmental authority or quasi-governmental authority exercising control over banks or financial institutions
generally (whether or not having the force of law), any reserve (including any imposed by the Federal Reserve Board), special deposit
or similar requirement (including a reserve, special deposit or similar requirement that takes the form of a tax) against assets
of, deposits with or for the account of, or credit extended by, any Participant’s office through which it funds its obligations
hereunder shall be imposed or deemed applicable or any other condition affecting its obligation to make or maintain its Funded
Participation at a rate based upon the Adjusted US LIBO Rate or Adjusted Canadian LIBO Rate shall be imposed on any Participant
or its office through which it funds its obligations hereunder or the interbank Eurodollar market; and as a result thereof there
shall be any increase in the cost to such Participant of agreeing to make or making, funding or maintaining funds its obligations
hereunder (except to the extent already included in the determination of the applicable Adjusted US LIBO Rate or Adjusted Canadian
LIBO Rate), or there shall be a reduction in the amount received or receivable by that Participant or its office through which
it funds its obligations hereunder, then the Sponsor shall from time to time, upon written notice from and demand by the Participant
(with a copy of such notice and demand to the Servicer), pay to the Servicer for the account of that Participant within five Business
Days after the date specified in such notice and demand, additional amounts sufficient to indemnify that Participant against such
increased cost. A certificate as to the amount of such increased cost submitted to the Sponsor and the Servicer by that Participant,
shall, except for manifest error, be final, conclusive and binding for all purposes.


 



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(b)  If
while the Facility Commitment or any Loan Commitments are outstanding, any Participant (including any the Servicer) determines
that the adoption of any law, rule or regulation regarding capital adequacy or capital maintenance (which, for the avoidance of
doubt, shall include, (x) the Dodd-Frank Wall Street
Reform and Consumer Protection Act and all requests, rules, guidelines or directives in connection therewith and (y) all requests,
rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel
III, regardless of the date enacted, adopted or issued), or any change in any of the foregoing or in the interpretation
or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration
thereof, or compliance by any Participant (or any lending office of such Participant) or any Participant’s holding company
with any request or directive regarding capital adequacy or capital maintenance (whether or not having the force of law) of any
such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Participant’s
capital or on the capital of such Participant’s holding company, if any, as a consequence of this Agreement, the Loan Documents
or the purchases made by such Participant pursuant hereto to a level below that which such Participant or such Participant’s
holding company could have achieved but for such adoption, change or compliance (taking into consideration such Participant’s
policies and the policies of such Participant’s holding company with respect to capital adequacy) by an amount reasonably
deemed by such Participant to be material, then from time to time, within 15 days after written demand by such Participant, the
Sponsor pay to such Participant such additional amount or amounts as will compensate such Participant or such Participant’s
holding company for such reduction. A certificate as to the amount of any such additional amount or amounts, submitted to the Sponsor
and the Servicer by such Participant, shall, except for manifest error, be final, conclusive and binding for all purposes. For
the avoidance of doubt, Participants may only make claims for compensation pursuant to this Section 2.10, to the extent
such claims are a consequence of this Agreement, the Loan Documents or the purchases made by such Participant pursuant hereto.


 


(e)         Section 2.17
of the Loan Facility Agreement is amended by replacing paragraph (a)(1) of such Section in its entirety with the following:


 


(1)         the
Participant’s Interest of such Defaulting Participant in the unfunded portion of outstanding Loan Commitments will, subject
to the limitation in the proviso below, automatically be reallocated (effective no later than one (1) Business Day after the Servicer
has actual knowledge that such Participant has become a Defaulting Participant) among the Non-Defaulting Participants pro
rata in accordance with their respective Participant’s Interest (calculated as if the Defaulting Participant’s
Participant’s Interest was reduced to zero and each Non-Defaulting Participant’s Participant’s Interest had been
increased proportionately); provided that each Non-Defaulting Participant’s total Participant’s Interest may
not in any event exceed the Participating Commitment of such Non-Defaulting Participant as in effect at the time of such reallocation;
and


 


(f)         Section 2.17
of the Loan Facility Agreement is further amended by adding the following paragraph to the end of subsection (a) of such Section:


 



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provided
that neither any such reallocation nor any payment by a Non-Defaulting Participant pursuant thereto nor any such Cash Collateralization
or reduction will constitute a waiver or release of any claim the Servicer, the Sponsor or any other Participant may have against
such Defaulting Participant or cause such Defaulting Participant to be a Non-Defaulting Participant.


 


(g)         Section 2.17
of the Loan Facility Agreement is further amended by replacing subsection (b) of such Section in its entirety with the following:


 


(b)         If
the Sponsor and the Servicer agree in writing in their discretion that any Defaulting Participant has ceased to be a Defaulting
Participant, the Servicer will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject
to any conditions set forth therein, the Participant’s Interest of the other Participants shall be readjusted to reflect
the inclusion of such Participant’s Participant Commitment, and such Participant will purchase at par such portion of the
Participant’s Interest of such other Participants in Loans outstanding under Loan Commitments and/or make such other adjustments
as the Servicer may determine to be necessary to cause all Funded Participants in all outstanding Loans of the Participants to
be on a pro rata basis in accordance with their respective Participant’s Interests, whereupon such Participant will cease
to be a Defaulting Participant and will be a Non-Defaulting Participant (and such Funded Participant of each Participant will automatically
be adjusted on a prospective basis to reflect the foregoing). If any cash collateral has been posted, the Servicer will promptly
return such cash collateral to the Sponsor; provided that no adjustments will be made retroactively with respect to fees accrued
or payments made by or on behalf of the Sponsor while such Participant was a Defaulting Participant; and provided, further, that
except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Participant to Non-Defaulting
Participant will constitute a waiver or release of any claim of any party hereunder arising from such Participant’s having
been a Defaulting Participant


 


(h)       Sections 5.5
and 5.10 of the Loan Facility Agreement are amended by deleting all references to “$5,000,000” appearing therein and
replacing said references with “$10,000,000”.


 


(i)         Section 6.1
of the Loan Facility Agreement is amended by adding the following sentence at the end of subsection (a) thereof:


 


It being
agreed that the requirements of this subsection may be satisfied by the delivery of the applicable annual report on Form 10-K of
Interface to the Securities and Exchange Commission to the extent that (i) it contains the foregoing information and (ii) it is
delivered within the applicable time period noted herein and is available to the Participants on EDGAR.


 


(j)         Section 6.1
of the Loan Facility Agreement is further amended by adding the following sentence at the end of subsection (b) thereof:


 


It being
agreed that the requirements of this subsection may be satisfied by the delivery of the applicable quarterly report on Form 10-Q
of Interface to the Securities and Exchange Commission to the extent that (i) it contains the foregoing information and (ii) it
is delivered within the applicable time period noted herein and is available to the Participants on EDGAR.


 



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(k)         Section 6.1
is further amended by replacing the reference in subsection (g) to “30 days” with “60 days”.


 


(l)         Section 6.2
of the Loan Facility Agreement is amended by deleting all references to “$2,500,000” appearing therein and replacing
said references with “$5,000,000”.


 


(m)        Section 6.10
of the Loan Facility Agreement is amended by replacing subsection (b) of such Section in its entirety with the following:


 


(b)         The
Sponsor may, after the Closing Date, acquire or form additional Foreign Subsidiaries. To the extent the aggregate EBITDA attributable
to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed Obligations pursuant to this subsection for
the most recently ended twelve month period exceeds twenty percent (20%) of Consolidated EBITDA for the most recently ended twelve
month period (the “Foreign Pledge Date”), the Sponsor (i) shall notify the Servicer and the Participants thereof,
(ii) subject to any required intercreditor arrangements entered into between the Servicer and the holders of the notes issued under
the 2011 Note Agreement (or any representative thereof) in order to accomplish any required equal sharing of such pledged collateral
pursuant to the terms of the 2011 Note Agreement, deliver stock certificates and related pledge agreements, in form satisfactory
to a collateral agent acceptable to the Servicer, evidencing the pledge of 66% (or such greater percentage which would not result
in material adverse tax consequences) of the issued and outstanding capital stock entitled to vote (within the meaning
of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding capital stock not entitled to vote (within
the meaning of Treas. Reg. Section 1.956-2(c)(2)) of one or more Foreign Subsidiaries directly owned by the Sponsor or any Domestic
Subsidiary to secure the Obligations to the extent necessary such that, after giving effect to such pledge, the EBITDA attributable
to all Foreign Subsidiaries whose stock has not been pledged to secure the Guaranteed Obligations pursuant to this subsection for
the most recently ended twelve month period does not exceed twenty percent, and (iii) cause such Foreign Subsidiary whose stock
is pledged pursuant to the immediately preceding clause (ii) to deliver simultaneously therewith similar documents applicable to
such Foreign Subsidiary described in Section 13.1 as reasonably requested by the Servicer; provided that in no event
shall any such Foreign Subsidiary be required to join the Subsidiary Guarantee Agreement or otherwise to guarantee any of the Obligations.
Upon the occurrence of the Foreign Pledge Date, the Sponsor will be required to comply with the terms of this Section 6.10(b)
within thirty (30) days after any new Foreign Subsidiary is acquired or formed. Upon the occurrence of the Foreign Pledge Date
and within a reasonable time thereafter, the Servicer shall enter into an intercreditor agreement, in form and substance satisfactory
to the Required Participants, with all other creditors of the Sponsor having a similar covenant with the Sponsor.


 


(n)         Article VII
of the Loan Facility Agreement is amended by adding the following paragraph to the end of such Article:


 


Upon the
Sponsor’s delivery at any time on or after the date hereof of one or more executed amendments to the agreements governing
all outstanding Private Placement Debt in form and substance satisfactory to the Servicer, which (i) remove the covenants governing
the Total Adjusted Debt to Total Adjusted Capital Ratio of the Sponsor or its equivalent in such agreements then, so long as no
Credit Event or Unmatured Credit Event has occurred or is continuing on such date, Section 7.2 hereof shall be deleted as
of such date, and/or (ii) remove the covenants governing the minimum Consolidated Net Worth of the Sponsor or its equivalent in
such agreements then, so long as no Credit Event or Unmatured Credit Event has occurred or is continuing on such date, Section7.4
hereof shall be deleted as of such date.


 



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(o)         Section 8.1
of the Loan Facility Agreement is amended replacing subsections (c), (i), (j) and (l) of such Section in their entirety with the
following:


 


(c)         Indebtedness
of the Sponsor or any Subsidiary incurred after the Closing Date to finance the acquisition, construction or improvement of any
fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of
any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, that such Indebtedness is incurred
prior to or within 90 days after such acquisition or the completion of such construction or improvements or extensions, renewals,
and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving
effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further,
that the aggregate principal amount of such Indebtedness does not exceed $60,000,000 at any time outstanding and that the aggregate
principal amount of such Indebtedness incurred by Foreign Subsidiaries, together with the principal amount of Guaranteed Indebtedness
permitted to be incurred under clause (i) and Indebtedness permitted to be made under clause (j) does not exceed 20% of the total
assets of the Sponsor and its Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately
preceding fiscal quarter for which financial statements have been delivered (giving pro forma effect to such acquisition);


 


(i)         Guarantees
by Sponsor of permitted Indebtedness of Foreign Subsidiaries, provided that the amount of such Guaranteed Indebtedness, together
with the principal amount of Indebtedness of such Foreign Subsidiaries permitted to be incurred under clauses (c) and (j) hereof
does not exceed 20% of the total assets of the Sponsor and its Subsidiaries measured on a consolidated basis in accordance with
GAAP as of the end of the immediately preceding fiscal quarter for which financial statements have been delivered (giving pro forma
effect to any Acquisition financed with such Guaranteed Indebtedness);


 


(j)         unsecured
Indebtedness of Foreign Subsidiaries (whether such Indebtedness represents loans made by the Sponsor or any of its Subsidiaries
or by a third party) so long as after giving pro forma effect to the incurrence of such Indebtedness, (x) the Total Debt to EBITDA
Ratio measured as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered
does not exceed the maximum threshold then permitted under Section 7.1, (y) no Default or Event of Default has occurred
and is continuing, or would result therefrom and (z) the aggregate principal amount of such Indebtedness, together with the amount
of and Indebtedness permitted to be incurred by such Foreign Subsidiaries under clause (c) and Guaranteed Indebtedness permitted
to be incurred under clause (i) above, does not exceed 20% of the total assets of the Sponsor and its Subsidiaries measured on
a consolidated basis in accordance with GAAP as of the end of the immediately preceding fiscal quarter for which financial statements
have been delivered (giving pro forma effect to any Acquisition financed with such Indebtedness); 


 



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(l)         any
other unsecured Indebtedness of the Sponsor or any Subsidiary that is a Credit Party so long as after giving pro forma effect to
the incurrence of such Indebtedness, (x) the Total Debt to EBITDA Ratio measured as of the last day of the most recently ended
fiscal quarter for which financial statements have been delivered does not exceed the maximum threshold then permitted under Section
7.1, and (y) no Credit Event or Unmatured Credit Event has occurred and is continuing, or would result therefrom.


 


(p)       Section 8.4
of the Loan Facility Agreement is amended by (x) deleting the reference to “$1,000,000” appearing in clause (e) of such
Section and replacing said reference with “$2,000,000”, (y) deleting the reference to “$25,00,000” appearing
in clause (j) of such Section and replacing said reference with “$50,000,000” and (z) replacing clause (h) in its entirety
with the following:


 


(h)         loans
to and other investments in Foreign Subsidiaries, provided that, the aggregate amount of such outstanding loans to and investments
in such Foreign Subsidiaries do not exceed the amount permitted under Section 8.1(j).


 


(q)         Section 8.6
of the Loan Facility Agreement is amended by deleting the reference to “$30,000,000” appearing in clause (f) of such
Section and replacing said reference with “$100,000,000”.


 


(r)         Section 8.9 of
the Loan Facility Agreement is amended by replacing such Section in its entirety with the following:


 


Section
8.9.         Sale and Leaseback Transactions. The Sponsor will not, and will not permit any of its Subsidiaries to, enter into
any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends
to use for substantially the same purpose or purposes as the property sold or transferred; provided, however, the Sponsor may engage
in such sale and leaseback transactions so long as the aggregate fair market value of all assets sold and leased back does not
exceed $300,000,000 from and after the Fifth Amendment Date.


 


(s)         Article IX of
the Loan Facility Agreement is amended by replacing Sections 9.7, 9.8 and 9.9 of such Article in their entirety with the following:


 


Section
9.7.         the Sponsor, any Material Subsidiary, or, to the extent such action could reasonably be expected to have a Material
Adverse Effect, any other Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation,
reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter
in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial
part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding
or petition described in clause (i) of this Section 9.7, (iii) apply for or consent to the appointment of a custodian, trustee,
receiver, liquidator or other similar official for the Sponsor or any such Subsidiary or for a substantial part of its assets,
(iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or


 



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Section
9.8.         an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization
or other relief in respect of the Sponsor, any Material Subsidiary, or, to the extent such action could reasonably be expected
to have a Material Adverse Effect, any other Subsidiary, or its debts, or any substantial part of its assets, under any federal,
state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian,
trustee, receiver, liquidator or other similar official for the Sponsor, any Material Subsidiary, or, to the extent such action
could reasonably be expected to have a Material Adverse Effect, any other Subsidiary, or for a substantial part of its assets,
and in any such case, such proceeding or petition shall remain undismissed for a period of 60 days or an order or decree approving
or ordering any of the foregoing shall be entered; or


 


Section
9.9.         the Sponsor, any Material Subsidiary, or, to the extent such action could reasonably be expected to have a Material
Adverse Effect, any other Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to
pay, its debts as they become due; or


 


(t)         Section 9.10
of the Loan Facility Agreement is amended by deleting the reference to “$2,500,000” appearing in such Section and replacing
said reference with “$5,000,000”


 


(u)         Section 9.11
of the Loan Facility Agreement is amended by replacing such Section in its entirety with the following:


 


Section
9.11.       judgments and orders for the payment of money in excess of $20,000,000 in the aggregate, to the extent not covered
by insurance for which the insurance carrier has acknowledged coverage, shall be rendered against the Sponsor or any Subsidiary,
and to the extent such judgments or orders have not been discharged either (i) enforcement proceedings shall have been commenced
by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement
of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or


 


(v)         Section 15.1
of the Loan Facility Agreement is amended by replacing such Section in its entirety with the following:


 


Section
15.1.     Notices.


 


(a)          Written
Notices.


 


(i)         Except
in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications
to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by
certified or registered mail or sent by telecopy, as follows:


 


	To the Sponsor:	Aaron’s, Inc.
	 	1100 Aaron Building
	 	309 East Paces Ferry Road, NE
	 	Atlanta, GA 30305-2377
	 	Attn: Chief Financial Officer
	 	Telecopy Number: (404) 240-6520


 



    	10



    	 



    

 


	 	with a copy to:
	 	 
	 	Aaron’s, Inc.
	 	1100 Aaron Building
	 	309 East Paces Ferry Road, N.E.
	 	Atlanta, GA 30305-2377
	 	Attn: General Counsel
	 	Telecopy Number: (678) 402-3512
	 	 
	To the Servicer:	Aaron’s Program Manager
	 	SunTrust Bank
	 	Program Lending
	 	3333 Peachtree Road, N.E., 3rd Floor
	 	Mail Code 1802
	 	Atlanta, Georgia 30326
	 	 
	With a copy to:	SunTrust Bank
	 	Agency Services
	 	303 Peachtree Street, N.E. / 25th Floor
	 	Atlanta, Georgia 30308
	 	Attention: Doug Weltz
	 	Telecopy Number: (404) 495-2170
	 	 
	 	and
	 	 
	 	King & Spalding LLP
	 	1180 Peachtree Street, N.W.
	 	Atlanta, Georgia 30309
	 	Attention: Carolyn Z. Alford
	 	Telecopy Number: (404) 572-5100
	 	 
	To any other Participant:	the address set forth on the on such Participant’s signature page hereof, or such other address or applicable teletransmission number as such party may hereafter specify by notice to the Servicer and Sponsor


 


Any party hereto
may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.
All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered
for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third
Business Day after the date deposited into the mails or if delivered, upon delivery; provided, that notices delivered to the Servicer
shall not be effective until actually received by such Person at its address specified in this Section 15.1.


 



    	11



    	 



    

 


(ii)         Any
agreement of the Servicer and the Participants herein to receive certain notices by telephone or facsimile is solely for the convenience
and at the request of the Sponsor. The Servicer and the Participants shall be entitled to rely on the authority of any Person purporting
to be a Person authorized by the Sponsor to give such notice and the Servicer and the Participants shall not have any liability
to the Sponsor or other Person on account of any action taken or not taken by the Servicer or the Participants in reliance upon
such telephonic or facsimile notice. The obligation of the Sponsor to repurchase the Loans and Loan Commitments and all other obligations
and Guarantees hereunder shall not be affected in any way or to any extent by any failure of the Servicer and the Participants
to receive written confirmation of any telephonic or facsimile notice or the receipt by the Servicer and the Participants of a
confirmation which is at variance with the terms understood by the Servicer and the Participants to be contained in any such telephonic
or facsimile notice.


 


(b)         Electronic
Communications.


 


(i)         Notices
and other communications to the Participants hereunder may be delivered or furnished by electronic communication (including e-mail
and Internet or intranet websites) pursuant to procedures approved by Servicer, provided that the foregoing shall not apply
to notices to any Participant pursuant to Article 2 unless such Participant and Servicer have agreed to receive notices
under such Section by electronic communication and have agreed to the procedures governing such communications. Servicer or Sponsor
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.


 


(ii)         Unless
Servicer otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return e-mail or other written acknowledgement); provided that if such notice or other communication
is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described
in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address
therefor.


 


(w)        Schedule 1.1(a)
to the Loan Facility Agreement is amended by replacing such Schedule in its entirety with the Schedule 1.1(a) attached hereto.


 


(x)         The Servicing
Agreement is amended and restated in the form of Exhibit A hereto.


 


(y)         Exhibits B and
C to the Loan Facility Agreement are amended by replacing such Exhibits in their entirety with the Exhibits B and C
attached hereto.


 


2.         Conditions to Effectiveness
of this Amendment. Notwithstanding any other provision of this Amendment and without affecting in any manner the rights
of the Participants hereunder, it is understood and agreed that this Amendment shall not become effective, and the Sponsor shall
have no rights under this Amendment, until the Servicer shall have received:


 


(i)         executed
counterparts to this Amendment from the Sponsor, each of the Guarantors and the Participants;


 



    	12



    	 



    

 


(iii)         a
certificate of the Secretary or Assistant Secretary of each Credit Party, attaching and certifying copies of its bylaws and of
the resolutions of its boards of directors, authorizing the execution, delivery and performance of this Amendment to which it is
a party and certifying the name, title and true signature of each officer of such Credit Party executing this Amendment;


 


(iv)        certified
copies of the articles of incorporation or other charter documents of each Credit Party, together with certificates of good standing
or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of such Credit Party and with
respect to the Sponsor the States of Texas, Ohio, North Carolina and Virginia where the Sponsor is required to be qualified to
do business as a foreign corporation;


 


(iv)         a favorable written
opinion of Kilpatrick Townsend, LLP, counsel to the Credit Parties, addressed to the Servicer and each of the Participants, and
covering such matters relating to the Credit Parties, the Amendment, the Operative Documents and the transactions contemplated
therein as the Servicer or the Required Participants shall reasonably request;


 


(v)         executed amendments
to the Revolving Credit Agreement and the RIMCO Loan Facility Agreement, in form and substance satisfactory to the Servicer; and


 


(vi)         certified copies
of all consents, approvals, authorizations, registrations and filings and orders required or advisable to be made or obtained under
any Requirement of Law, or by any contractual obligation of each Credit Party, in connection with the execution, delivery, performance,
validity and enforceability of the Transaction Documents or any of the transactions contemplated thereby, and such consents, approvals,
authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have
expired.


 


3.         Representations and Warranties.
To induce the Participants and the Servicer to enter into this Amendment, each Credit Party hereby represents and warrants to the
Participants and the Servicer that:


 


(a)         The
execution, delivery and performance by such Credit Party of this Amendment (i) are within such Credit Party’s power
and authority; (ii) have been duly authorized by all necessary corporate and shareholder action; (iii) are not in contravention
of any provision of such Credit Party’s certificate of incorporation or bylaws or other organizational documents; (iv) do
not violate any law or regulation, or any order or decree of any Governmental Authority; (v) do not conflict with or result
in the breach or termination of, constitute a default under or accelerate any performance required by, any indenture, mortgage,
deed of trust, lease, agreement or other instrument to which such Credit Party or any of its Subsidiaries is a party or by which
such Credit Party or any such Subsidiary or any of their respective property is bound; (vi) do not result in the creation or imposition
of any Lien upon any of the property of such Credit Party or any of its Subsidiaries; and (vii) do not require the consent
or approval of any Governmental Authority or any other person;


 


(b)         This
Amendment has been duly executed and delivered for the benefit of or on behalf of each Credit Party and constitutes a legal, valid
and binding obligation of each Credit Party, enforceable against such Credit Party in accordance with its terms except as the enforceability
hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights and
remedies in general;


 



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(c)         After giving effect
to this Amendment, the representations and warranties contained in the Loan Facility Agreement and the other Operative Documents
are true and correct in all material respects, and no Credit Event or Unmatured Credit Event has occurred and is continuing as
of the date hereof; and


 


(d)         After giving effect
to this Amendment, all Participation Certificates previously issued remain in full force and effect.


 


4.         Reaffirmation of Guaranty.
Each Guarantor consents to the execution and delivery by the Sponsor of this Amendment and jointly and severally ratify and
confirm the terms of the Guaranty Agreement with respect to the indebtedness now or hereafter outstanding under the Loan Facility
Agreement as amended hereby and all promissory notes issued thereunder. Each Guarantor acknowledges that, notwithstanding anything
to the contrary contained herein or in any other document evidencing any indebtedness of the Sponsor to the Participants or any
other obligation of the Sponsor, or any actions now or hereafter taken by the Participants with respect to any obligation of the
Sponsor, the Guaranty Agreement (and in the case of Sponsor, the guaranty as set forth in Article X of the Loan Facility Agreement)
(i) is and shall continue to be a primary, absolute and unconditional obligation of such Guarantor, except as may be specifically
set forth in the Guaranty Agreement (or in the case of Sponsor, the guaranty provisions set forth in Article X of the Loan Facility
Agreement), and (ii) is and shall continue to be in full force and effect in accordance with its terms. Nothing contained herein
to the contrary shall release, discharge, modify, change or affect the original liability of the Guarantors under the Guaranty
Agreement (or in the case of Sponsor, the guaranty provisions set forth in Article X of the Loan Facility Agreement).


 


5.         Effect
of Amendment. Except as set forth expressly herein, all terms of the Loan Facility Agreement, as amended hereby,
and the other Operative Documents shall be and remain in full force and effect and shall constitute the legal, valid, binding
and enforceable obligations of the Sponsor to the Participants and the Servicer. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Participants
under the Loan Facility Agreement, nor constitute a waiver of any provision of the Loan Facility Agreement. This Amendment shall
constitute an Operative Document for all purposes of the Loan Facility Agreement.


 


6.         Governing
Law.  This Amendment shall be governed by, and construed in accordance with, the internal laws of the State of Georgia
and all applicable federal laws of the United States of America.


 


7.         No Novation. This
Amendment is not intended by the parties to be, and shall not be construed to be, a novation of the Loan Facility Agreement or
an accord and satisfaction in regard thereto.


 


8.         Costs and Expenses.
The Sponsor agrees to pay on demand all reasonable costs and expenses of the Servicer in connection with the preparation, execution
and delivery of this Amendment, including, without limitation, the reasonable fees and out-of-pocket expenses of outside counsel
for the Servicer with respect thereto.


 


9.         Counterparts. This
Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, each of which shall be deemed
an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed
counterpart of this Amendment by facsimile transmission or by electronic mail in pdf form shall be as effective as delivery of
a manually executed counterpart hereof.


 



    	14



    	 



    

 


10.         Binding Nature.
This Amendment shall be binding upon and inure to the benefit of the parties hereto, their respective successors, successors-in-titles,
and assigns.


 


11.         Entire Understanding.
This Amendment sets forth the entire understanding of the parties with respect to the matters set forth herein, and shall supersede
any prior negotiations or agreements, whether written or oral, with respect thereto.


 


[Signature Pages To Follow]


 



    	15



    	 



    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed, under seal in the case of the Sponsor and the Guarantors, by
their respective authorized officers as of the day and year first above written.


 


	 	SPONSOR:
	 	 
	 	AARON’S, INC.
	 	 
	 	By:	/s/ Gilbert L. Danielson
	 	 	Gilbert L. Danielson
	 	 	Executive Vice President, Chief Financial
	 	 	Officer
	 	 	 
	 	GUARANTORS:
	 	 
	 	AARON INVESTMENT COMPANY, as
	 	Guarantor
	 	 
	 	By:	/s/ Gilbert L. Danielson
	 	 	Gilbert L. Danielson
	 	 	Vice President and Treasurer
	 	 
	 	99 LTO, LLC, as Guarantor
	 	 
	 	 	By: AARON’S, INC., its Sole Manager
	 	 	 
	 	By:	/s/ Gilbert L. Danielson
	 	 	Gilbert L. Danielson
	 	 	Executive Vice President, Chief Financial
	 	 	Officer
	 	 	 
	 	AARON’S PRODUCTION COMPANY, as
	 	Guarantor
	 	 	 
	 	By:	/s/ Gilbert L. Danielson
	 	 	Gilbert L. Danielson
	 	 	President and CEO


 


[SIGNATURE PAGE TO FIFTH AMENDMENT
TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEEMENT]


 



    	 



    	 



    

 


	 	SERVICER:
	 	 
	 	SUNTRUST BANK
	 	 
	 	By: 	/s/ Mike Smith
	 	 	Name: Mike Smith
	 	 	Title:   Director


 


[SIGNATURE PAGE TO FIFTH AMENDMENT
TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEEMENT]


 



    	 



    	 



    

 


	 	PARTICIPANTS:
	 	 
	 	SUNTRUST BANK
	 	 
	 	By: 	/s/ Mike Smith
	 	 	Name: Mike Smith
	 	 	Title:   Director


 


[SIGNATURE PAGE TO FIFTH AMENDMENT
TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEEMENT]


 



    	 



    	 



    

 


	 	WELLS FARGO BANK, N.A.
	 	 
	 	By: 	/s/ Kathleen H. Reedy
	 	 	Name: Kathleen H. Reedy
	 	 	Title:   Managing Director


 


[SIGNATURE PAGE TO FIFTH AMENDMENT
TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEEMENT]


 



    	 



    	 



    

 


	 	REGIONS BANK
	 	 	 
	 	By: 	/s/ Scott J. Rossman
	 	 	Name: Scott J. Rossman
	 	 	Title:   Senior Vice President


 


[SIGNATURE PAGE TO FIFTH AMENDMENT
TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEEMENT]


 



    	 



    	 



    

 


	 	BRANCH BANKING AND TRUST COMPANY
	 	 
	 	By:	/s/ Bradley B. Sands
	 	 	Name: Bradley B. Sands
	 	 	Title:   Assistant Vice President


 


[SIGNATURE PAGE TO FIFTH AMENDMENT
TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEEMENT]


 



    	 



    	 



    

 


	 	BANK OF AMERICA, N.A.
	 	 
	 	By:	/s/ Ryan Maples
	 	 	Name: Ryan Maples
	 	 	Title:   Vice President


 


[SIGNATURE PAGE TO FIFTH AMENDMENT
TO 


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEEMENT]


 



    	 



    	 



    

 


Schedule 1.1(a)


 


PRICING GRID


 


	Level	 	Total Debt to EBITDA

Ratio	 	Margin	 	 	Unused	 
	I	 	< 1.50:1.00	 	 	1.000	%	 	 	0.15	%
	II	 	≥ 1.50:1.00 but < 2.00:1.00	 	 	1.125	%	 	 	0.20	%
	III	 	≥ 2.00:1.00 but < 2.50:1.00	 	 	1.250	%	 	 	0.25	%
	IV	 	≥ 2.50:1.00	 	 	1.500	%	 	 	0.30	%



 



    	23



    	 



    

 


Exhibit A


 



    	 



    	 



    

 


AMENDED AND RESTATED SERVICING AGREEMENT


 


THIS AMENDED AND RESTATED
SERVICING AGREEMENT (this “Servicing Agreement”) dated as of this 18th day of June 2010, by and between AARON’S,
INC., a Georgia corporation (“Sponsor”), and SUNTRUST BANK, a Georgia banking corporation (the “Servicer”).


 


PREAMBLE


 


WHEREAS, the Sponsor
and the Servicer are parties to that certain Servicing Agreement dated as of May 28, 2004, as amended or modified prior to the
date hereof (the "Existing Servicing Agreement");


 


WHEREAS, the Sponsor
and the Servicer are entering into the Second Amended and Restated Loan Facility Agreement and Guaranty, dated as of the date hereof
(as hereafter amended or modified, the “Loan Facility Agreement”), by and among Sponsor, Servicer and the other financial
institutions from time to time party thereto (together with SunTrust, the “Participants”), and in connection with the
Loan Facility Agreement, the Sponsor has requested that the Servicer make certain modifications to the Existing Servicing Agreement,
which the Servicer is willing to do subject to the terms and conditions hereof;


 


WHEREAS, the Sponsor
and the Servicer wish to enter into this Agreement to set forth their understandings regarding such matters, all as more particularly
set forth below;


 


NOW, THEREFORE, upon
the terms and conditions hereinafter stated, and in consideration of the mutual premises set forth above and other adequate consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree the Existing
Servicing Agreement is amended and restated as follows:


 


1. DEFINITIONS


 


In addition to the
other terms defined herein, the following terms used herein shall have the meanings herein specified (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):


 


“Aaron’s
Proprietary System” means Sponsor’s proprietary point of sale software system, as modified from time to time, used
by Sponsor and the Borrowers.


 


“ACH
Authorization” means an authorization from a Borrower to automatically debit Loan payments from a deposit account of
such Borrower, substantially in the form of Exhibit A.


 


“Agreement”
means this Servicing Agreement, either as originally executed or as it may hereafter be amended, restated, modified or supplemented
from time to time.


 


“Approved
Invoice” means an invoice for the aggregate purchase price of Merchandise purchased by a Borrower with a purchase order
approved by the Sponsor as provided in this Agreement.


 


“Asset
Disposition Invoice” shall have the meaning set forth in Section 2.5.


 


“Authorized
Signatory” means an officer of the Sponsor named in the most recent Certificate Regarding Authorized Signatories
delivered to Servicer.


 



    	1



    	 



    

 


“Calculation
Period” means, initially, the period commencing on June 18th, 2010 and ending on June 30, 2010 and thereafter, the period
commencing on the last day of the preceding Calculation Period and ending on the third Payment Date or Canadian Payment Date (as
applicable) thereafter.


 


“Canadian
Payment Date” means the last day of each calendar month; provided, however, if such day is not a Canadian
Business Day, the next succeeding Canadian Business Day which is also a Business Day.


 


“Commitment
Letter” means a letter from Servicer to a potential Borrower named in a Funding Approval Notice, substantially in the
form of Exhibit C, whereby Servicer agrees to establish a Loan Commitment in favor of such Franchisee upon the terms and
conditions set forth therein and in the Operative Documents.


 


“Corporate
Authorization” means, with respect to any Borrower which is a corporation, certifications as to authorized signatories
and corporate action with respect to the Loan in the form attached hereto as Exhibit D.


 


“Debt”
means (i) indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade accounts
payable on customary terms in the ordinary course of business), (ii) financial obligations evidenced by bonds, debentures, notes
or other similar instruments, (iii) financial obligations as lessee under leases which shall have been or should be, in accordance
with GAAP, recorded as capital leases, and (iv) obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness
or financial obligations of others of the kinds referred to in clauses (i) through (iii) above.


 


“Debt
Service” means, for any particular Borrower and period, the aggregate amount of all payments of principal (excluding
any payments of principal required to be made under this Servicing Agreement as a result of any Asset Disposition), interest and
fees required to be made by such Borrower with respect to its Debt (other than Debt of the Borrower which is subordinated to the
Loan Indebtedness owing to the Bank pursuant to a subordination agreement in form and substance satisfactory to the Bank) during
such period to the extent that such Debt arises pursuant to such Borrower’s Loan Agreement or any other financing arrangement
with respect to Merchandise.


 


“Default
Interest Rate” means the annual percentage interest rate applied to any principal amount outstanding pursuant to a Loan
Commitment not paid when due under the terms of the applicable Loan Documents, which rate shall equal the sum of 2% per annum above
the Borrower Rate.


 


“Default
Waiver Letter” means a waiver letter sent to any Borrower by Servicer upon the request of Sponsor in the form attached
hereto as Exhibit B.


 


“Financing
Statement” means, with respect to a Loan, a document which among other things, describes the Borrower and the Collateral,
the proper filing of which perfects a security interest in the Collateral described therein under the laws of the state or province
in which such document is filed.


 


“FCTA”
means an account denominated in Canadian Dollars maintained on the books of Servicer and subject to Servicer’s standard terms
and conditions for such accounts.


 



    	2



    	 



    

 


“Funding
Approval Notice” means a written notice to Servicer from Sponsor setting forth the conditions of a proposed Loan Commitment,
consistent with the requirements therefor as set forth in this Agreement, and containing such information and in substantially
the form of Exhibit E.


 


“GAAP”
shall mean generally accepted accounting principles in the United States applied on a consistent basis when applied to US Borrowers
and generally accepted accounting principles in Canada applied on a consistent basis when applied to Canadian Borrowers.


 


“Guarantor”
shall mean each Person who now or hereafter guarantees payment of the whole or any part of any Loan Indebtedness.


 


“Legal
Forms” shall have the meaning set forth in Section 2.2.


 


“Loan
Account” means the internal bank loan account established by each Borrower with the Servicer.


 


“Net
Book Value” means, for any item of Merchandise, the cost of such Merchandise less accumulated depreciation as
calculated in accordance with the Aaron’s Proprietary System.


 


“PAD
authorization” means an authorization from a Borrower to automatically debit Loan payments from a deposit account of
such Borrower, held with a Canadian financial institution, substantially in the form of Exhibit K.


 


“Payment
Date” means shall mean, with respect to any US Loans, the last day of each calendar month; provided, however,
if such day is not a Business Day, the next succeeding Business Day.


 


“Personal
Guaranty” means any guaranty from a principal or member of a US Borrower substantially in the form of Exhibit F
or from a principal or member of a Canadian Borrower substantially in the form of Exhibit L.


 


“Pre-Filing
Authorization Letter for Financing Statements” shall mean an authorization from the Borrower to file any Uniform Commercial
Code or Personal Property Security Act financing statements prior to the execution of the Loan Documents, substantially in the
form of Exhibit I


 


“Prime
Rate” means the per annum rate of interest designated from time to time by Servicer to be its prime rate, with any change
in the rate of interest resulting from a change in the Prime Rate to be effective as of the opening of business of Servicer on
the day of such change. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate of interest
that is being offered by Servicer to its borrowers.


 


“Servicing
Fee” shall have the meaning set forth in Section 2.13.


 


“Sponsor’s
Fee” shall have the meaning set forth in Section 2.13.


 


“Spousal
Consent” shall mean any agreement provided by the spouse of any Person executing a Personal Guaranty to the extent such
spouse has not personally executed a Personal Guaranty, to be substantially in the form provided by the Servicer.


 



    	3



    	 



    

 


“State”
means any State of the United States of America and the District of Columbia.


 


“SWIFT”
means Society for Worldwide Interbank Financial Telecommunication.


 


“Tangible
Net Worth” means, with respect to any Borrower as of any date of determination, the excess of the total assets of such
Borrower over the Total Liabilities of such Borrower, determined in accordance with GAAP consistently applied, excluding from the
calculation of total assets the notes receivables from shareholders of such Borrower and including in such calculation of total
assets the franchise fees, as shown on the balance sheet of such Borrower as of such date.


 


“Territory”
means any territory or province of Canada.


 


“Total
Liabilities” means, with respect to any Borrower, as of any date of determination, total liabilities determined in accordance
with GAAP consistently applied.


 


The above definitions
apply equally to both the singular and the plural of the terms defined. All terms used herein and not otherwise shall have the
meaning ascribed to such terms in the Loan Facility Agreement.


 


2. PRE-FUNDING MATTERS; CLOSING OF LOANS


 


		2.1(A)	Approval Process for New Borrowers.



 


(a)In the event
that Sponsor desires that Servicer establish a Loan Commitment under the Operative Documents, Sponsor shall forward to Servicer
an appropriate Funding Approval Notice no later than ten (10) Business Days prior to the anticipated Closing Date of such Loan
Commitment. Such Funding Approval Notice shall indicate whether the requested Loan Commitment is a Line of Credit Commitment, a
Revolving Commitment or a Term Loan Commitment and shall contain the following information:


 


(i) the
Franchisee’s legal name and State or Territory of organization (or whether such Franchisee is organized under Canadian federal
law);


 


(ii) the
amount of the Loan Commitment;


 


(iii) the
applicable interest rate for such Loan;


 


(iv) the
amount of the applicable commitment fee for such Loan Commitment, which shall not exceed 100 basis points per annum;


 


(v) a copy
of the Franchisee’s executed franchise application authorizing release of all information set forth therein or delivered
in connection therewith to Servicer;


 


(vi) the
Franchisee’s federal tax identification number, if applicable;


 


(vii) the
legal addresses of the Franchisee’s principal place of business and each store location;


 



    	4



    	 



    

 


(viii) an
indication as to whether each store location is leased or owned, with a duly executed landlord’s waiver for each leased location
listed on the Funding Approval Notice where the financed Merchandise is located, substantially in the form of Exhibit H.


 


(ix) any
corporate names used by the Franchisee in the last five (5) years for Franchisees organized in the United States or all predecessor
corporate names used by the Franchisee since the initial incorporation of the oldest predecessor corporation for Franchisees organized
in Canada;


 


(x) all
Guarantors of the requested Loan Commitment to include, for Canadian Loan Commitments, confirmation whether the Guarantor is also
a shareholder of the Franchisee organization;


 


(xi) copies
of the Franchisee’s articles or certificate of incorporation (or equivalent), such copies to include evidence of filing with
the Secretary of State (or equivalent) of its jurisdiction of organization and (A) if the Franchisee is a corporation, copies of
the Franchisee’s by-laws, (B) if the Franchisee is a partnership, a copy of the current partnership agreement or (C) if the
Franchisee is a limited liability company, a copy of the current operating or limited liability company agreement;


 


(xii)
for any Revolving Commitment, US Term Loan Commitment or Canadian Term Loan Commitment, a detailed description of the financial
covenants to be included in the Loan Agreement, including any defined terms used in such financial covenants;


 


(xiii) a
Pre-Filing Authorization Letter for Financing Statements, duly executed by the Franchisee, authorizing Servicer to file appropriate
Financing Statements in advance of completing and executing Loan Documents; and


 


(xiv) such
other information as Servicer shall reasonably request.


 


The Funding Approval
Notice shall contain a statement that Sponsor has approved the Franchisee for a franchise license and for participation in the
Franchisee Loan Program and shall also state that the Sponsor consents to the liens in favor of Servicer provided for therein.


 


(b)Upon receipt
of the Funding Approval Notice, Servicer shall, as soon as practicable, notify Sponsor if the Funding Approval Notice fails to
contain any of the items described in the preceding Section, or if Servicer has any questions relating to such Funding Approval
Notice or the information submitted therewith. Sponsor may choose to waive providing the information or documentation described
in clauses (viii), (x), (xii) and (xiii) above by written notice to Servicer, and the Funding Approval Notice may otherwise contain
such exceptions and modifications as the Sponsor and Servicer may agree upon from time to time. Following Servicer’s notification
to Sponsor in writing of all missing items not previously waived by Sponsor, and if Sponsor fails to deliver any of the foregoing
items to the Servicer, then the Servicer shall have no obligation to maintain such items in its files.


 



    	5



    	 



    

 


2.1 (B)Approval
Process for Existing Borrowers.


 


(a)          In the event
that Sponsor desires that Servicer provide a new or renewed Loan Commitment for an existing Borrower under the Operative Documents,
Sponsor shall forward to Servicer an appropriate Funding Approval Notice no later than ten (10) Business Days prior to the anticipated
Closing Date or renewal date of such Loan Commitment. Such Funding Approval Notice shall indicate whether the Loan Commitment is
a Line of Credit Commitment (including renewal of such Line of Credit Commitment), a Revolving Commitment (including renewal of
such Revolving Commitment) or a Term Loan Commitment (including extension of such Term Loan Commitment) and shall contain the following
information:


 


(i) the
Franchisee’s legal name;


 


(ii) the
amount of the new or renewed Loan Commitment;


 


(iii) the
applicable interest rate for such Loan;


 


(iv) the
amount of the applicable commitment fee for such Loan Commitment, which shall not exceed 100 basis points per annum;


 


(v) the
legal address of each store location;


 


(vi) an
indication as to whether each new or additional store location is leased or owned, with a duly executed landlord’s waiver
for each new or additional leased location where the financed Merchandise is located, substantially in the form of Exhibit H.


 


(vii) all
changes in Guarantors for the requested new or renewed Loan Commitment to include, for Canadian Loan Commitments, confirmation
whether the Guarantor is also a shareholder of the Franchisee organization; and


 


(viii) such
other information as Servicer shall reasonably request.


 


(b)          Upon receipt of the Funding
Approval Notice, Servicer shall, as soon as practicable, notify Sponsor if the Funding Approval Notice fails to contain any of
the items described above, or if Servicer has any questions relating to such Funding Approval Notice or the information submitted
therewith. Sponsor may choose to waive providing the information or documentation described in clauses (vi) and (vii) above by
written notice to Servicer, and the Funding Approval Notice may otherwise contain such exceptions and modifications as the Sponsor
and Servicer may agree upon from time to time. Following Servicer’s notification to Sponsor in writing of all missing items
not previously waived by Sponsor, and if Sponsor fails to deliver any of the foregoing items to the Servicer, then the Servicer
shall have no obligation to maintain such items in its files.


 


Not withstanding the
above, if Sponsor desires any Line of Credit Commitment to be renewed for a new up to 364-day period and there are no other changes
other than the applicable interest rate to such Line of Credit Commitment, then Sponsor may e-mail renewal request to Servicer
without completing a Funding Approval Notice with such e-mail notification to serve the same function as if a Funding Approval
Notice had been received.


 



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		2.2	Loan Documentation; Collateral.



 


Upon receipt of a completed Funding
Approval Notice, Servicer shall proceed to order a certificate of good standing or the equivalent from the state of organization
of the Franchisee and to document the Loan and shall forward such documentation to the applicable Franchisee for signature within
five (5) Business Days after receipt of the Funding Approval Notice, provided that such Funding Approval Notice has been properly
completed and that the Franchisee is in good standing upon Servicer’s receipt of the Funding Approval Notice. Each Loan made
pursuant to this Agreement shall be evidenced by the following documentation in such form as is set forth in the Exhibits to the
Operative Documents for the applicable Facility (the “Legal Forms”), with such exceptions or modifications as Sponsor
and Servicer may agree upon from time to time in accordance with the terms hereof:


 


(a)      the Loan Agreement and,
if applicable, a security agreement;


 


(b)      the Master
Note;


 


(c)      a
Personal Guaranty of each Person specified as a Guarantor in the Funding Approval Notice for such Loan, and, if requested by Sponsor
and to the extent not prohibited by law, the spouse of such Person; provided, however, that if such spouse is not
providing a Personal Guaranty, a Spousal Consent will be part of the Legal Forms;


 


(d)      suitable
Financing Statements to enable Servicer to perfect the security interest granted to it in the personal property of the Franchisee
under the Loan Agreement;


 


(e)      a
Corporate Authorization; and


 


(f)      an
ACH Authorization or a PAD Authorization, as applicable.


 


To the extent that any of the
foregoing items (other than the Loan Agreement or Master Note) have been provided by the relevant Franchisee in connection with
a prior Loan, Sponsor may waive the requirement that such documents be prepared by the Servicer or executed by the Franchisee.
In addition, Sponsor may choose to waive providing the documentation described in clauses (c) and (d) above by written notice
to Servicer.


 


At the request
of the Sponsor set forth in the Funding Approval Notice, the Servicer will prepare a Commitment Letter and forward such Commitment
Letter with the Legal Forms to the Franchisee.


 


Within five
(5) Business Days after receipt of the Funding Approval Notice and the executed Pre-Filing Authorization Letter for Financing Statements,
Servicer shall prepare appropriate Financing Statements to be filed in connection with the Loan and shall promptly file all such
financing statements in the appropriate filing office. Servicer shall engage a nationally recognized service to perform lien searches
in the jurisdictions listed by the Sponsor in the Funding Approval Notice. Prior to the Closing Date, Servicer shall provide to
Sponsor a copy of lien searches in the jurisdictions listed by the Sponsor in the Funding Approval Notice showing the positions
of Servicer’s lien. To the extent there are any existing liens which prevent Servicer from having a first-priority security
interest in the Collateral, Servicer shall immediately notify Sponsor and wait for Sponsor’s instructions prior to making
the first Advance. To the extent Servicer does not have a first-priority security interest in the Collateral, Sponsor may consent
in writing to waive such requirement.


 



    	7



    	 



    

 


Upon receipt
of Loan Documents from Servicer, Franchisee shall execute and deliver the Loan Documents to the Servicer prior to the funding of
the initial Advance to such Borrower. Servicer shall execute the Loan Documents where required and forward copies of the executed
documents to the Franchisee and the Sponsor promptly after closing. Sponsor hereby agrees that delivery by the Franchisee of an
executed counterpart to any Loan Document or delivery of any Funding Approval Notice by the Sponsor by facsimile transmission or
by electronic mail in pdf format shall be as effective as delivery of a manually executed counterpart.


 


Sponsor shall
cause the Borrower to forward or to have forwarded to Servicer a Certificate of Insurance evidencing the Borrower’s ownership
of liability insurance and of property and casualty insurance in an amount not less than the greater of (i) the Loan Commitment,
or (ii) the full replacement cost of the Collateral, which certificate shall name Servicer as sole loss payee and additional insured
and shall also provide that Servicer shall receive thirty (30) days’ prior written notice at


 


Aaron’s Program Manager


SunTrust Bank


Program Lending


3333
Peachtree Road, N.E., 3rd Floor


Mail Code 1802


Atlanta,
Georgia 30326


 


of any lapse, termination or
cancellation of the insurance policies referenced on such certificate. The Servicer shall use its commercially reasonable efforts
to attempt to obtain such Certificate of Insurance prior to the funding of the initial Advance to such Borrower and to notify Sponsor
of any Borrower’s failure to deliver such Certificate of Insurance. To the extent Borrower fails to deliver such Certificate
of Insurance prior to the Closing Date, the Servicer shall not fund any Advance unless the Sponsor agrees in writing to waive such
requirement.


 


		2.3	Interest on Loans; Terms of Loan Agreements.



 


(a)Each of the Loans shall bear interest
at the Borrower Rate specified by the Sponsor in the applicable Funding Approval Notice and interest on the Loans shall be calculated
based upon the actual number of days elapsed in a 360-day year.


 


(b)          Each
of the Loan Agreements shall require that the applicable Borrower thereunder comply with the following financial covenant[s]:


 


[(i)          Rental
Revenue to Debt Service. Commencing on the first day of the calendar quarter in which the 25th month following the Opening
Date of the first store location of the Borrower occurs and measured as of the last day of the calendar quarter in which such
25th month occurs and on the last day of each calendar quarter thereafter, the ratio of the Borrower’s Rental Revenue to
Debt Service for such quarter shall not be less than 2.2:1.0;]1


 





 



1
Note: This covenant will not apply in the case of any Borrowers who have Revolving Loans, US Term Loans or
Canadian Term Loans.


 



    	8



    	 



    

 


(ii)          Debt
to Rental Revenue. [Commencing on the first day of the calendar quarter in which the first day of the 19th month following
the Opening Date of the first store location of Borrower occurs and measured as of the last day of the calendar quarter in which
such 19th month occurs and on the last day of each calendar quarter thereafter,][On the last day of each calendar quarter] the
ratio of Borrower’s Debt to Borrower’s Rental Revenue, shall not exceed [__]:1.0.2


 


To the extent
any of the financial covenants set forth above in this Section 2.3(b) are calculated based upon the Opening Date of a store location,
the financial information from store locations that have not reached the Opening Date anniversary incorporated into such covenants
shall be excluded from such calculations. Debt Service and Debt attributable to such locations and deducted from the final calculations
shall be deducted on a pro rata basis calculated by dividing such stores’ aggregate Net Book Value of Merchandise by the
Net Book Value of Merchandise for all store locations. The financial covenants shall otherwise be calculated on a consolidated
basis as to all store locations.


 


(c)          Each
of the Loan Agreements shall also provide that the applicable Borrower, to the extent such Borrower has a Line of Credit Loan,
will submit to Sponsor on a quarterly basis a Compliance Certificate, in the form attached as Exhibit C to the Loan Agreement,
presenting the calculation of the financial covenants set forth above, together with monthly, quarterly and annual financial statements,
and personal or business financial statements (as applicable) of all Guarantors.


 


		2.4	Use of Loan Proceeds; Mechanics of Loan Program for Line of Credit Loans.



 


(a)          No later than ten (10)
days after Servicer’s receipt of the executed Loan Documents, Servicer shall (i) establish a DDA Account and a Loan Account
for any US Franchisee and (ii) establish a FCTA and a Loan Account for any Canadian Franchisee.


 


(b)          Upon
establishment of the above-referenced accounts and receipt of the above-referenced Loan Documents, duly executed by the Borrower
and each Guarantor, confirmation by Servicer of its first-priority security interest in the Collateral (unless Sponsor shall have
consented in writing to waive such requirement), Servicer shall notify the Borrower and Sponsor that the Borrower may request Advances
pursuant to the Line of Credit Commitment; provided, however, that the minimum amount of each Advance shall be $500.
Each Advance shall be made by Servicer for the sole purpose of (i) honoring requests from US Borrowers, made through the Aaron’s
Proprietary System, for ACH transfers to suppliers of Merchandise in payment of Approved Invoices, for payment of state sales and
use taxes and for payment of freight charges to the extent Sponsor consents thereto or (ii) honoring requests from Canadian Borrowers,
made through the Sponsor by fax, email or other electronic forms of notification to the Servicer by 12:00 Noon on the last Business
Day immediately prior to the 10th or 25th day of each month, for SWIFT transfers to suppliers of Merchandise in payment of Approved
Invoices and to the extent permitted by Sponsor, to pay sales and use taxes and freight charges. The Borrowers shall not be authorized
to use the DDA Account or FCTA for any other purpose. Notwithstanding the foregoing, the initial Advance for a Canadian Borrower
can be made any day of the month provided that the Sponsor provides the Servicer with at least two Business Days’ notice
prior to such initial Advance.


 





 



2
Note: This covenant will apply and be tested on last day of each calendar quarter and not be tied to any Opening
Date of store locations in the case of any Borrowers who have Revolving Loans, US Term Loans or Canadian Term Loans. Covenant
levels for this covenant will be established by Sponsor in the applicable Loan Agreement for each Borrower.


 



    	9



    	 



    

 


(c)          Each
Borrower will submit purchase order requests for Merchandise to Sponsor. In the event that the purchase order is authorized pursuant
to the Franchise Agreement, Sponsor will prepare the purchase order and submit the same to the appropriate supplier requested by
the Borrower. The supplier will be instructed to ship all Merchandise directly to the Borrower and the Borrower will be responsible
for inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier. The supplier will invoice
the Borrower for such Merchandise in accordance with normal industry practice. When the Borrower wishes to pay such invoice, the
Borrower, subject to availability of its Loan Commitment and the minimum borrowing threshold, shall pay such invoice by directing
Servicer, through the Aaron’s Proprietary System, to pay such invoice by means of an ACH transfer from its DDA Account if
such Borrower is a US Borrower or by requesting that Sponsor, through fax, email or other electronic forms of notification by 12:00
Noon on the last Business Day immediately prior to the 10th or 25th day of each month, direct the Servicer to pay such invoice
by means of a SWIFT transfer from its FCTA if such Borrower is a Canadian Borrower. Any directions for ACH transfers inputted by
the US Borrowers into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta, Georgia time) on any Business Day,
shall be forwarded to Servicer pursuant to Sponsor’s existing ACH access by 3:30 p.m. (Atlanta, Georgia time) on the next
Business Day and, if properly forwarded to Servicer by Sponsor shall be paid by Servicer no later than the second Business Day
thereafter, unless Sponsor is otherwise notified by Servicer. Any directions for SWIFT transfers transmitted by the Sponsor on
behalf of the Canadian Borrowers prior to 12:00 noon (Atlanta, Georgia time) on the last Business Day immediately prior to the
10th or 25th day of each month shall be paid by Servicer no later than the next Business Day thereafter, unless Sponsor is otherwise
notified by Servicer. On any Business Day on which Servicer provides an Advance on a Line of Credit Commitment to pay any invoice
on behalf of any Borrower, Servicer shall deliver to Sponsor a report, in a form to be mutually agreeable to the Sponsor and the
Servicer, setting forth the Loan Commitment, the balance of the Loan and the remaining available Loan Commitment for such Borrower
following such Advance.


 


(d)          Sponsor
hereby acknowledges and agrees that Servicer has no ability to halt an ACH transfer upon the inputting of such transfer request
by Sponsor from the Aaron’s Proprietary System into the ACH system (other than the ability to retrieve ACH transfers which
are sent to the wrong party or otherwise manifestly erroneous as provided in the ACH Agreement with Sponsor) and Sponsor accepts
full responsibility for any overadvance created by such inputting of information. Upon receipt of the request for an ACH
transfer or SWIFT Transfer, as applicable, Servicer shall honor such request by making an Advance pursuant to the Loan Commitment
in the amount of such request into the Borrower’s DDA Account or FCTA, as applicable, and automatically forwarding such amount
to the supplier by means of an ACH transfer or SWIFT transfer, as applicable in accordance with the instructions of the Borrower
passed onto Servicer by Sponsor.


 


(e)          Nothing
set forth herein shall be deemed to vary the terms and conditions of the Treasury Management Master
Agreement by and between Servicer and Sponsor and the documents incorporated by reference therein,
including the ACH Origination Service terms and conditions.


 



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		2.5	Tracking of Collateral for Borrowers; Asset Dispositions of Borrowers with Lines of Credit.



 


All Merchandise
financed by Servicer must be serialized via the Aaron’s Proprietary System for appropriate reconciliation of Advances and
receipt of Merchandise and for purposes of tracking Asset Dispositions. Each Borrower shall be obligated to furnish serial numbers
for all Merchandise purchased directly to Sponsor on a weekly basis (and, if available, on a daily basis) by transmittal of Borrower’s
receiving report (containing Aaron’s Proprietary System numbers) directly to Sponsor on the Aaron’s Proprietary System.
As set forth more fully below, Sponsor will maintain and track such information as agent for Servicer, and Servicer shall at all
times have access to such information.


 


Any Borrower with a Line of Credit
shall immediately report any Asset Disposition to Sponsor by means of the Aaron’s Proprietary System, such information to
include the Aaron’s Proprietary System numbers, and if assigned, the serial numbers of the Merchandise subject to the Asset
Disposition, the Net Book Value of such Merchandise and the proceeds received by the Borrower therefrom. Sponsor on a monthly basis
shall transmit all such information to Servicer in summary form to be received by Servicer no later than the twelfth Business Day
of each month. Based solely on such information provided by Sponsor to Servicer, Servicer shall prepare and forward to each US
Borrower, on a monthly basis, an invoice for payment of the aggregate outstanding amount of the Line of Credit Loan in an amount
equal to the Net Book Value of the Asset Dispositions during the preceding month not applied to Advances made during such month
(the “Asset Disposition Invoice”), unless Sponsor notifies the Servicer in writing that it wishes to waive the
payment reflected in the Asset Disposition Invoice, which notice must be received by the Servicer at least twelve (12) Business
Days prior to the date that the Asset Disposition Invoice is sent. Based solely on such information provided by Sponsor to Servicer,
Servicer shall include Net Book Value of the Asset Dispositions during the preceding month not applied to Advances made during
such month in the monthly invoice for Canadian Borrowers. If the Servicer receives such notice in writing from Sponsor at least
twelve (12) Business Days prior to the date that the Asset Disposition Invoice is otherwise to be sent, the Servicer agrees to
notify the applicable Borrower that the “Asset Disposition Prepayment” required under its Loan Agreement is waived.
Otherwise, the Asset Disposition Invoice shall be forwarded to the Borrower by Servicer by the 15th day of each calendar month
for US Borrowers and the Business Day next succeeding the 25th day of each calendar month for Canadian Borrowers and
payment thereof shall be due on the next succeeding Payment Date or Canadian Payment Date (as applicable).


 



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		2.6	Amortization and Payment of Line of Credit Loans.



 


No more than twelve (12) Business
Days after the last day of each Calendar Month, Sponsor shall determine and report to Servicer the aggregate amount of (i) the
eighteen (18) month advances made to each Borrower, (ii) the twenty-four (24) month advances made to each Borrower and (iii) the
Asset Dispositions made by each Borrower during such month. Upon receipt of the foregoing report, Servicer shall determine the
aggregate amount of Advances made to each Borrower during such month and shall subtract therefrom payments received by Servicer
from such Borrower with respect to Asset Dispositions made since the cut-off date for the last monthly invoice to such Borrower.
The remaining principal amount of Advances made during such month shall be amortized (in accordance with a straight-line amortization
schedule) in twenty-four (24) equal payments of principal due and payable on the Canadian Payment Dates for Advances under a Canadian
Line of Credit Commitment and in eighteen (18) or twenty-four (24) (as appropriate) equal payments of principal due and payable
on the Payment Dates for Advances under a US Line of Credit Commitment. On the fifteenth (15th) day of each calendar month, Servicer
shall mail to each US Borrower a detailed bill setting forth the total amount of principal and interest due and summarizing all
account activity during the preceding month. On or about the fifteenth (15th) day of each calendar month, Servicer shall
email or fax to each Canadian Borrower a detailed estimated bill (for information purposes only) setting forth the total amount
of principal and interest due and the Net Book Value of the Asset Dispositions made during the preceding calendar month (and including
Advances made or to be made through the tenth (10th) day of the calendar month in which the bill is delivered). On the
Business Day next succeeding the twenty-fifth (25th) day of each calendar month, Servicer shall mail, email or fax to
each Canadian Borrower a detailed bill setting forth the total amount of principal and interest due and the Net Book Value of the
Asset Dispositions during the preceding month not applied to Advances made during such month and summarizing all account activity
during the preceding month. Payments of such principal and interest amount shall be due and payable on the Payment Dates or Canadian
Payment Dates (as applicable). Servicer shall have the exclusive right to collect and receive all such payments on the Loans from
the Borrowers which are due and owing to Servicer. In the event that Sponsor receives any such payment with respect to the Loans
pursuant to the Franchisee Loan Program (other than with respect to Loans purchased by Sponsor or where Sponsor has been subrogated
to the rights of Servicer pursuant to the terms of the Sponsor Guaranty), such payments shall be accepted by Sponsor as agent for
Servicer and Sponsor shall immediately endorse and forward the same to Servicer. By the twentieth (20th) day of each
calendar month, Servicer shall deliver to Sponsor a report, in a form to be mutually agreeable to the Sponsor and the Servicer,
setting forth the amount of principal due and payable on Line of Credit Loans on the next Payment Date by US Borrowers and by Canadian
Borrowers.


 


		2.7	Prepayment of Line of Credit Loans.



 


Each US Borrower shall have the
right to prepay its Loan in whole or in part upon at least two (2) Business Days’ prior notice to Servicer. Each Canadian
Borrower shall have the right to prepay its Loan in whole or in part on a Canadian Payment Date upon at least two (2) Business
Days’ prior notice to Servicer. Partial prepayments of any Loan (other than proceeds of Asset Dispositions which shall be
applied as set forth in Section 2.5) shall be applied to reduce the current month’s Advance(s) to such Borrower with
any excess prepayment applied to unpaid principal payments of the Loan in inverse order of maturity.


 


		2.8	Use of Loan Proceeds; Mechanics of Loan Program for Revolving Loans and Term Loans.



 


(v)          (a)          Following
the receipt of the executed Loan Documents with respect to a proposed Borrower, but prior to the Closing Date of the proposed Loan
Commitment, Servicer shall (i) establish a DDA Account (unless the US Franchisee has only a Term loan) and a Loan Account for any
US Franchisee and (ii) establish a FCTA (unless the Canadian Franchisee has only a Term Loan) and a Loan Account for any Canadian
Franchisee.


 



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(vi)          (b)          Upon
establishment of the above-referenced accounts and receipt of the above-referenced Loan Documents, duly executed by the Borrower
and each Guarantor, and confirmation by Servicer of its first-priority security interest in the Collateral (unless Sponsor shall
have consented in writing to waive such requirement), Servicer shall notify the relevant Borrower and Sponsor that the Borrower
may request Advances pursuant to the relevant US Revolving Commitment or Canadian Revolving Commitment; provided, however,
that the minimum amount of each Advance shall be $500. Each Advance shall be made by Servicer for the sole purposes of (i) honoring
requests from any US Borrower, made through the Aaron’s Proprietary System, for ACH transfers to suppliers of Merchandise
in payment of Approved Invoices, (ii) honoring requests from any US Borrower for Advances made via ACH transfers to an operating
account or other location specified by such Borrower (and granted a vendor identification number by Sponsor) for working capital
purpose or (iii) honoring requests from any Canadian Borrower, made through the Sponsor by fax, email or other electronic forms
of notification to the Servicer, for SWIFT transfers to suppliers of Merchandise in payment of Approved Invoices and to the extent
permitted by Sponsor, to pay sales and use taxes and freight charges. The Borrowers shall not be authorized to use the DDA Account
or FCTA for any purpose other than as contemplated by this Agreement. All Term Loans shall be disbursed in a single advance on
the date agreed to by the Borrower and the Servicer via a wire transfer or a SWIFT transfer to an operating account or other location
specified by such Borrower.


 


(vii)          (c)          Each
Borrower with a Revolving Commitment will submit purchase order requests for Merchandise to Sponsor. In the event that the purchase
order is authorized pursuant to the Franchise Agreement, Sponsor will prepare the purchase order and submit the same to the appropriate
supplier requested by the Borrower. The supplier will be instructed to ship all Merchandise directly to the Borrower and the Borrower
will be responsible for inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier. The
supplier will invoice the Borrower for such Merchandise in accordance with normal industry practice. When the Borrower wishes to
pay such invoice, the Borrower, subject to availability of its Loan Commitment and the minimum borrowing threshold, shall pay such
invoice by directing Servicer, through the Aaron’s Proprietary System, to pay such invoice by means of an ACH transfer from
its DDA Account if such Borrower is a US Borrower or by requesting that Sponsor, through fax, email or other electronic forms of
notification by 12:00 Noon on the last Business Day immediately prior to the 10th or 25th day of each month, direct the Servicer
to pay such invoice by means of a SWIFT transfer from its FCTA if such Borrower is a Canadian Borrower. Any directions for ACH
transfers inputted by the US Borrowers into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta, Georgia time)
on any Business Day, shall be forwarded to Servicer pursuant to Sponsor’s existing ACH access by 3:30 p.m. (Atlanta, Georgia
time) on the next Business Day and, if properly forwarded to Servicer by Sponsor shall be paid by Servicer no later than the second
Business Day thereafter, unless Sponsor is otherwise notified by Servicer. Any directions for SWIFT transfers faxed by the Canadian
Borrowers prior to 12:00 Noon (Atlanta, Georgia time) on the last Business Day immediately prior to the 10th or 25th day of each
month shall be paid by Servicer no later than the next Business Day thereafter, unless Sponsor is otherwise notified by Servicer.
Notwithstanding the foregoing, the initial Advance for a Canadian Borrower can be made on any day of the month, provided that the
Sponsor has provided the Servicer with written notice of such initial Advance at least two Business Days’ prior to
the requested date of such initial Advance.


 



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(viii)          (d)          Sponsor
hereby acknowledges and agrees that Servicer has no ability to halt an ACH transfer upon the inputting of such transfer request
by Sponsor from the Aaron’s Proprietary System into the ACH system (other than the ability to retrieve ACH transfers which
are sent to the wrong party or otherwise manifestly erroneous as provided in the ACH Agreement with Sponsor) and Sponsor accepts
full responsibility for any overadvance created by such inputting of information and has agreed to indemnify Servicer and Participants
therefore pursuant to the terms of the Loan Facility Agreement. Upon receipt of the request for an ACH transfer or a SWIFT transfer
(as applicable), Servicer shall honor such request by making an Advance pursuant to the Loan Commitment in the amount of such request
into the Borrower’s DDA Account or FCTA, as applicable, and automatically forwarding such amount to the supplier by means
of an ACH transfer or SWIFT transfer, as applicable, in accordance with the instructions of the Borrower passed onto Servicer by
Sponsor.


 


(e)          Nothing
set forth herein shall be deemed to vary the terms and conditions of the Treasury Management Master
Agreement by and between Servicer and Sponsor and the documents incorporated by reference therein,
including the ACH Origination Service terms and conditions.


 


		2.9	Payments of Revolving Loans and Term Loans; Borrowing Base.



 


All outstanding Advances with
respect to each Revolving Commitment, US Term Loan Commitment or Canadian Term Loan Commitment shall be due and payable in full
on the Maturity Date of such Loan, if not sooner accelerated in accordance with the terms of the applicable Loan Documents. In
addition, the outstanding Advances pursuant to each Revolving Commitment shall not exceed (x) the Franchisee Borrowing Base for
such Borrower as determined by Sponsor on the fifth Business Day of each month (as determined on the last day of the preceding
calendar month) and reported to Servicer on such date less (y) the aggregate outstanding amount of the Term Loans made to
such Borrower. Upon receipt of the Franchisee Borrowing Base, Servicer shall input such information into Servicer’s loan
records to be effective as of the date which is two Business Days after receipt of such information. The statements prepared to
be delivered to each Borrower with respect to the next Payment Date shall be prepared requiring a repayment of any Advances outstanding
on the fifth Business Day of such month in excess of the relevant Franchisee Borrowing Base as delivered to Servicer by Sponsor
on such date. In addition, on the date which is two Business Days after receipt of such calculation from Sponsor, unless waived
in writing by Sponsor, Servicer shall notify the Borrowers in writing (including facsimile) of the new Franchisee Borrowing Base
for such Borrower and shall require that such Borrower repay on the next Payment Date any additional Advances made since the date
of the preparation of the statement for such Payment Date if necessary to avoid any overadvance as of such date. Upon the earlier
of one (1) Business Day after notice from the Sponsor to the Servicer or the next Payment Date, unless waived in writing by Sponsor,
each Borrower shall prepay its outstanding Advances in excess of the relevant Franchisee Borrowing Base.


 


		2.10	Prepayment of Revolving Loans and Term Loans.



 


Each US Borrower
shall have the right to prepay its Loan in whole or in part upon at least two (2) Business Days’ prior notice to Servicer.
Each Canadian Borrower shall have the right to prepay its Loan in whole or in part on a Canadian Payment Date upon at least two
(2) Business Days’ prior notice to Servicer.


 



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		2.11	Default Rate of Interest.



 


If any Borrower shall fail to
pay on the due date therefor (subject to any applicable grace period), whether by acceleration or otherwise, any principal owing
by such Borrower under any of the Loan Documents, then interest shall accrue on such unpaid principal from the due date until and
including the date on which such principal is paid in full at a rate of interest equal to the Default Rate.


 


		2.12	Legal Expenses



 


In the event that any requested
Loan does not close, Servicer shall charge Sponsor for its reasonable out-of-pocket expenses arising from its review or preparation
of the initial draft of the Loan Documents, Financing Statement filings and searches. In the event the Loan closes, Servicer shall
be entitled to charge the Borrower for its reasonable out-of-pocket expenses incurred in connection with the closing of the Loan,
including all documentary stamp tax, filing fees, lien search costs and recording costs. In the event that Servicer has not received
payment from any Borrower for the expenses permitted in this Section 2.12 after diligent collection efforts, Sponsor shall
pay Servicer such expenses, and Servicer shall assign to Sponsor any rights it may have against such Borrower for the payment of
such expenses.


 


		2.13	Servicing Fee and Sponsor’s Fee.



 


Servicer shall be entitled to
a servicing fee for each Payment Period equal to the amount specified in the Fee Letter (“Servicing Fee”), and
Sponsor shall be entitled to the amounts specified in the Fee Letter (the “US Sponsor’s Fee” and the “Canadian
Sponsor’s Fee” and collectively the “Sponsor’s Fee”) to the extent received by Servicer.


 


3. SERVICING OF LOANS


 


		3.1	Notice of Loan Defaults



 


(a)          Within fifteen (15) days
after the occurrence of a Loan Payment Default, Servicer shall send a notice of such Loan Payment Default to the applicable Borrower
pursuant to Section 3.3(f) and notice to Sponsor pursuant to Section 3.2(i).


 


(b)          Following
the sending of such notice of Loan Payment Default, Servicer shall as soon as is practicable, provide Sponsor with such other information
relating to the Defaulted Borrower and the Defaulted Loan as Sponsor requests.


 


(c)          Servicer
shall not be required to take any remedial action against any Defaulted Borrower under a Defaulted Loan and shall not be entitled
to take any remedial action during any applicable Response Period except as expressly provided in the Loan Facility Agreement or
hereunder.


 



    	15



    	 



    

 


(d)          Sponsor
shall have sole responsibility (and Servicer shall have no responsibility) for monitoring the Borrowers for Loan Defaults other
than Loan Payment Defaults, including without limitation, reviewing the Compliance Certificates and financial statements to determine
compliance with the financial covenants. Sponsor shall have the right to waive any Loan Default without the consent of Servicer;
provided, however, that (i) Sponsor may only waive Loan Payment Defaults if Sponsor simultaneously cures such Loan
Payment Defaults, (ii) Sponsor may not waive more than two consecutive Loan Payment Defaults for any Loan or more than four Loan
Payment Defaults for any one Loan during any four-year period, (iii) Sponsor may not waive any Loan Default arising from the bankruptcy
or insolvency of a Borrower or any Guarantor of such Loan, or the appointment of a receiver, trustee, custodian or similar fiduciary
for such Borrower or Guarantor, or the assignment for the benefit of creditors or the seeking of relief from creditors under applicable
law by such Borrower or Guarantor, or the offering of settlement or composition to the unsecured creditors of such Borrower or
Guarantor generally, (iv) Sponsor may not waive any Loan Default arising from the termination (or non-renewal) of any Franchisee
Agreement, of which Sponsor agrees to give prompt notice to the Servicer, and (v) Sponsor may not waive a default arising based
upon the action or inaction of the Sponsor or any of its Subsidiaries.


 


		3.2	Servicing and Administration of Loans



 


Servicer shall service and administer
the Loans in accordance with the terms of this Agreement and its usual practices and procedures for loans of similar size and structure
as determined by Servicer in its sole and absolute discretion. Notwithstanding the foregoing, so long as Sponsor is not in default
hereunder and has a continuing obligation pursuant to the Loan Facility Agreement and this Agreement, Servicer shall be responsible
for the following duties in connection with the service and administration of the Loans:


 


(a)          making of Advances pursuant to each
Loan Commitment as set forth above;


 


(b)          maintenance
of files containing the Loan Documents forwarded to Servicer by Sponsor or a Borrower; provided, however, that the
Servicer shall have no responsibility for maintaining any documents (including, without limitation, landlord waivers, legal descriptions,
leases or certificates of insurance) that are not actually delivered to the Bank and shall have no obligation to notify the Sponsor
that it has not received any items other than the Loan Documents prepared by Servicer and sent to any Franchisee;


 


(c)          at
the request of the Sponsor, review of the Loan files and give notice to Sponsor of any missing Loan Documents;


 


(d)          receipt
of loan payments via check, ACH wire transfer, pre-authorized debits, or SWIFT transfer from the Borrowers and maintenance of adequate
records of such payments (with the understanding that any ACH debit or pre-authorized debit for an Account of a Canadian Borrower
made by Servicer which is rejected will be reinitiated only once);


 


(e)          notification
to each US Borrower, by deposit into regular U.S. Mail, ten (10) days prior to each Payment Date, of a notice that the installment
is coming due on such Payment Date, if any, and the amount of interest due on such date (or the amount that will be debited in
the case of a Borrower who has authorized ACH debits or SWIFT transfers); 


 


(f)          notification
to each Canadian Borrower, by mail, email or fax, on the Business Day next succeeding the twenty-fifth (25th) day of
each calendar month, by means of a detailed bill setting forth the total amount of principal and interest due and the Net Book
Value of the Asset Dispositions during the preceding month not applied to Advances made during such month and summarizing all account
activity during the preceding month (or the amount that will be debited in the case of a Borrower who has executed a PAD authorization
or authorized SWIFT transfers).


 



    	16



    	 



    

 


(g)          notification
to such US Borrower, by deposit into regular U.S. Mail, ten (10) days after the Payment Date with respect to any installment, of
a reminder notice that installment has not been received or notification to such Canadian Borrower, by email or fax, ten (10) days
after the Canadian Payment Date with respect to any installment, of a reminder notice that installment has not been received


 


(h)          within
five (5) days from the date an installment is thirty (30) days delinquent, notification to such Borrower, by mailing by registered
U.S. Mail, of a letter demanding immediate payment of the past due amount of principal and interest to avoid further collection
action, with a copy of such letter to be simultaneously delivered to Sponsor;


 


(i)          on
each Business Day on which an Advance is made, notification to Sponsor by telecopy, of a report at the end of such Business Day
summarizing the loan activity on such day and setting forth the available balance of the relevant Loan Commitment;


 


(j)          notification
to Sponsor on weekly basis of all Defaulted Loans pursuant to a weekly delinquency report in the form of Exhibit J,
with such report to list all Loans which are fifteen (15) days or more past due and provide (1) the amount past due, (2) the total
principal outstanding, and (3) the number of days past due;


 


(k)          delivery
to the Borrowers with Revolving Commitments within two Business Days after receipt of the calculation of the Franchisee Borrowing
Base from Sponsor, of the amount of such Franchisee Borrowing Base and any additional required payments by the Borrower on the
next Payment Date;


 


(l)          delivery
to Sponsor of the “Quarterly Servicing Report” required by the Fee Letter and delivery to the Sponsor and the Participants
of the Monthly Servicing Report and the Quarterly Servicing Report required by the Loan Facility Agreement;


 


(m)          delivery
to Sponsor of a final Uniform Commercial Code or Personal Property Security Act search showing Servicer’s lien position;


 


(n)          delivery
to Sponsor of copies of executed documents;


 


(o)          notification
to the Sponsor by email of the Canadian LIBOR rate and US LIBOR rate for the upcoming Payment Period on the date such rates are
set;


 


(p)          delivery
of a report to Sponsor, by the 15th of each month, in a form to be mutually agreeable to the Sponsor and the Servicer,
of all loans maturing in the following 180 days;


 


(q)          delivery
of a report to Sponsor, by the 20th of each month, in a form to be mutually agreeable to the Sponsor and the Servicer,
setting forth the amount of principal due and payable on Line of Credit Loans on the next Payment Date by US Borrowers and Canadian
Borrowers;


 


(r)          delivery
of a report to Sponsor, by the 10th day following the end of each fiscal quarter, in a form to be mutually agreeable
to the Sponsor and the Servicer, setting forth the maturity date and amount of each Loan;


 



    	17



    	 



    

 


(s)          delivery
of a report to Sponsor, on any Business Day on which Servicer provides an advance on a Line of Credit Commitment to pay any invoice
on behalf of a US Borrower, in a form to be mutually agreeable to the Sponsor and the Servicer, setting forth the Loan Commitment,
the balance of the Loan and the remaining available Loan Commitment for such US Borrower following such Advance; and


 


(t)          delivery
of a report to Sponsor, on or about the 5th Business Day of each month, in a form to be mutually agreeable to the Sponsor
and the Servicer, setting forth for each Canadian Borrower the Loan Commitment for such Canadian Borrower, the balance of any Loans
to such Canadian Borrower and the remaining available Loan Commitment for such Canadian Borrower.


 


		3.3	Waiver of Loan Defaults. Sponsor may waive any financial covenant Loan Default of a Borrower
by sending to the Servicer for execution a Default Waiver Letter, which Servicer agrees to execute and mail to the appropriate
Borrower if such Default Waiver Letter is in form and substance satisfactory to the Servicer.



 


		3.4	Preservation of Lien Priorities; Assignment of Rights



 


Until the earlier of Servicer’s
receipt of payment in full of a Loan and termination of the applicable Loan Commitment or the purchase by Sponsor of a Loan pursuant
to the terms of the Loan Facility Agreement, Servicer shall, if the Loan is secured, (i) prepare amendments to financing statements
promptly upon receipt of written notice of change of name or address or location of debtors or the Collateral thereunder and file
such amendments or a new financing statement, in the case of a change in the debtor’s location or the location of the Collateral,
in the appropriate location based on the information contained in such notice, promptly upon return thereof by the debtor, (ii) timely
file continuation statements pertaining to such Financing Statements and (iii) take all other reasonable action requested by Sponsor
to protect the priority of liens or security interests with respect to the Collateral securing each Loan, all at Sponsor’s
expense. Upon the purchase by Sponsor of a Loan pursuant to the terms of the Loan Facility Agreement, or in the event that Sponsor
reimburses Servicer or otherwise becomes obligated to Servicer for expenses (including without limitation, funding losses) of Servicer
incurred in connection with a proposed loan which was never consummated that have not been reimbursed by the applicable Borrower,
Servicer shall be deemed to have assigned to Sponsor all rights and remedies that Servicer may have had against the Borrower in
accordance with and subject to the limitations of Section 10.15 of the Loan Facility Agreement. In connection with such deemed
assignment, Servicer agrees to execute on a timely basis all such instruments and documents as are reasonably requested in order
to evidence Sponsor’s rights or to permit Sponsor to exercise such rights, including without limitation, forms of assignments,
all without recourse to, or representation or warranty by, Servicer.


 



    	18



    	 



    

 


		3.5	Amendments to Loan Documents; Further Documentation



 


Except to correct an immaterial
ambiguity or manifest error, Servicer shall not agree to any amendment of the applicable Loan Documents after closing of any Loan
without the prior written approval of Sponsor unless a Credit Event has occurred and is continuing or the Sponsor has no further
obligations pursuant to its guaranty obligations with respect to such Loan. Upon receipt of either such approval, or written instructions
from Sponsor directing Servicer to do so, Servicer shall timely prepare written amendments to the Loan Documents or other documents
relating to the Loan in accordance with such approval or instructions, and shall use its reasonable efforts to obtain on a timely
basis the signatures of the Borrower and/or other appropriate signatories to such Loan Documents or other documents; provided that,
such amendments are not inconsistent with the terms of the Operative Documents (with the express understanding that to the extent
that Servicer has any questions regarding such consistency, Servicer shall be entitled to refuse to prepare or execute such amendments
until receipt of approval from the Participants pursuant to the Loan Facility Agreement). Within fifteen (15) days after obtaining
such signatures, Servicer shall send Sponsor photocopies of the original fully executed documents. Servicer shall be entitled to
charge Sponsor, or upon Sponsor’s written instructions, the applicable Borrower, reasonable attorneys’ fees actually
incurred and other expenses relating to the preparation of such amendments or other documents.


 


		3.6	Actions by Servicer



 


Unless a Credit Event has occurred
and is continuing or the Sponsor has no further obligation pursuant to its guaranty set forth in the Loan Facility Agreement, Servicer
shall at all times endeavor to comply with the requirements set forth in this Servicing Agreement and the Loan Facility Agreement,
provided that Servicer shall not be required to take any action which it reasonably determines would expose Servicer to unreasonable
risk of liability or which is contrary to applicable law or which is contrary to the terms of the Operative Documents.


 


4.AUDIT AND REPORTING OBLIGATIONS
WITH RESPECT TO LINE OF CREDIT LOANS.


 


Each Loan Agreement for
a Line of Credit shall authorize Servicer or representatives of Servicer, including Sponsor, to conduct periodic field audits of
each Borrower. Servicer, in its sole discretion, may (at Servicer’s expense, unless a Credit Event has occurred and is continuing
and then at Sponsor’s expense) at any time and from time to time, undertake to perform an independent field audit of any
or all of the Borrowers with Line of Credit Commitments (with such audit to be performed by officers or employees of Servicer or
other persons retained by Servicer for such purpose). Sponsor shall cooperate fully with Servicer in connection with any such independent
audit.


 


5. MISCELLANEOUS


 


		5.1	Communications



 


Unless otherwise provided in
the Loan Facility Agreement or under this Servicing Agreement, all communications under this Servicing Agreement shall be sent
in accordance with the notice procedures set forth in Section 15.1 of the Loan Facility Agreement.


 



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		5.2	Waivers.



 


No party hereto shall be deemed
to have waived any of its rights under this Servicing Agreement unless such waiver is in writing and signed by the party for whose
benefit such provision was intended. No delay or omission on the part of any party hereto in exercising any right shall operate
as a waiver of such right or any other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any
right on any future occasion.


 


		5.3	Governing Law.



 


THIS SERVICING AGREEMENT SHALL
BE CONSTRUED AND GOVERNED IN ACCORDANCE WITH THE LAWS OF THE STATE OF GEORGIA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS
THEREOF).


 


		5.4	Successors and Assigns.



 


This Servicing Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither party may assign
its rights or obligations hereunder without the prior written consent of the other party hereto.


 


		5.5	Amendments; Consents.



 


No amendment, modification, supplement,
termination, or waiver of any provision of this Servicing Agreement and no consent to any departure by Sponsor therefrom, may in
any event be effective unless in writing signed by Servicer, and then only in the specific instance and for the specific purpose
given.


 


		5.6	Indemnification by Servicer.



 


Without limiting any other rights
which Sponsor may have under the Operative Documents or under applicable law, and subject to the notice and other procedural requirements
of Section 11.2 of the Loan Facility Agreement, Servicer hereby agrees to indemnify upon demand and hold Sponsor harmless from
and against all damages, losses, claims, liabilities and related costs and expenses, including reasonable attorneys’ fees
actually incurred and disbursements as and when incurred, awarded against or incurred by Sponsor, which directly arise out of Servicer’s
gross negligence or willful misconduct in connection with its administration of the Franchisee Loan Program.


 


Sponsor expressly acknowledges
and agrees that Servicer shall exercise with respect to the Franchisee Loan Program the same standard of care and diligence in
the performance of its duties, responsibilities and obligations under the Operative Documents as it generally exercises with respect
to loans of a similar size and structure in Servicer’s sole and absolute discretion. Notwithstanding the foregoing, neither
Servicer nor any of its directors, officers, agents or employees shall have any duty to ascertain, inquire into or verify (i) any
statement, warranty or representation made in connection with the Operative Documents (other than any of the foregoing made by
any of them), any Loan Document or any borrowing hereunder or thereunder, (ii) the performance or observance of any of the
covenants or agreements of any Borrower; (iii) the satisfaction of any condition specified in Article 4 of the Loan Agreements,
except receipt of the Loan Documents; or (iv) the validity, effectiveness or genuineness of the Operative Documents or any
of the Loan Documents or any other instrument or writing furnished in connection herewith or therewith, provided, however,
that in each case Servicer, its directors, officers, agents and employees are acting in good faith and without actual knowledge
of a defect in or invalidity of any of the foregoing; or if Servicer, its directors, officers, agents or employees do have knowledge
of any such defect or invalidity, provided that Sponsor: (x) has been promptly notified by Servicer of such defect or invalidity;
and (y) has expressly consented to any and all actions to be taken by Servicer, its directors, officers, agents or employees as
a result of, which is attributable to, or otherwise relates to, such defect or invalidity. Servicer shall not incur any liability
by acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a wire, telex or similar
writing) given in accordance with other provisions of this Agreement reasonably believed by it to be genuine or is otherwise in
accordance with the instructions of Sponsor.


 



    	20



    	 



    

 


		5.7	Entire Agreement.



 


This Servicing Agreement and
the other Operative Documents executed and delivered contemporaneously herewith, together with the exhibits and schedules attached
hereto and thereto, constitute the entire understanding of the parties with respect to the subject matter hereof, and any other
prior or contemporaneous agreements, whether written or oral, with respect thereto are expressly superseded hereby. The execution
of this Servicing Agreement and the other Operative Documents by Sponsor was not based upon any facts or materials provided by
Servicer, nor was Sponsor induced to execute this Servicing Agreement or any other related document by any representation, statement
or analysis made by Servicer.


 


		5.8	Captions.



 


The captions in this Servicing
Agreement are included for convenience only and shall not in any way affect the interpretation or construction of any of the provisions
hereof.


 


		5.9	Severability.



 


If any one or more parts, terms,
provisions, paragraphs, or Sections of this Servicing Agreement shall be held to be illegal or in conflict with state or federal
law, the remaining shall continue in full force and effect.


 


		5.10	Counterparts.



 


This Servicing Agreement may
be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto
and hereto where upon the same instrument.


 


		5.11	Effect of Amendment and Restatement.



 


			This Agreement constitutes an amendment and restatement of the Existing Servicing Agreement and
is not, and is not intended by the parties to be, a novation of the Existing Servicing Agreement. All rights and obligations of
the parties shall continue in effect, except as otherwise expressly set forth herein. All references in the Operative Documents
to the Servicing Agreement shall be deemed to refer to and mean this Amended and Restated Servicing Agreement, as the same may
be further amended, supplemented, and restated from time to time.



 



    	21



    	 



    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Servicing Agreement to be duly executed as of the day and year
first above written.


 


	 	AARON’S, INC.
	 	 
	 	By:	 
	 	 	Gilbert L. Danielson
	 	 	Executive Vice President and
	 	 	Chief Financial Officer
	 	 
	 	SUNTRUST BANK, as
    Servicer


 


	 	By:	 
	 	Title:  	 


 



    	22



    	 



    

  


Exhibit A


To


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


FORM OF ACH AUTHORIZATION


 


_____________________ __, 20__


 


SunTrust Bank


3333 Peachtree Road, N.E., 3rd Floor


Mail Code 1802


Atlanta, Georgia 30326


Attention: Aaron’s Program Manager


 


		Re:	$__________________ Line of Credit (the “Loan Commitment”) to [Here insert name of Borrower] from SunTrust Bank



 


Ladies and Gentlemen:


 


In consideration of
SunTrust Bank (the “Bank”) extending the Loan Commitment described above to the undersigned pursuant to that certain
Line of Credit and Security Agreement dated as of even date herewith (the “Loan Agreement”; all terms used herein without
definition to the have the meanings set forth in the Loan Agreement), the undersigned hereby authorizes SunTrust Bank (or any subsequent
holder of the promissory note evidencing the loans made pursuant to the Loan Commitment (the “Loan”) to whom the Bank
may assign such Loan) to debit the accrued and unpaid interest due with respect to the Loan and all principal amounts due with
respect to the Loan on each Payment Date and, upon maturity, including, without limitation, [all principal amounts due with
respect to Asset Dispositions NOTE: Remove for Revolving Loans or US Term Loans], or as otherwise agreed upon from time to
time by the Bank and the undersigned in writing from the undersigned’s account more particularly described as follows:


 


	 	Bank Name:	 	 
	 	ABA No.:	 	 
	 	City, State:	 	 
	 	Account Name:	 	 
	 	Account No.:	 	 


 


The undersigned further
agrees that this authorization shall remain in full force and effect until that date which is ten (10) business days following
receipt by the Bank of written notice from the undersigned that such authorization is revoked which notice is addressed as follows:


 



    	 



    	 



    

 


SunTrust Bank


3333 Peachtree Road, N.E., 3rd
Floor


Mail Code 1802


Atlanta, Georgia 30326


Attention: Aaron’s Program Manager


 


The undersigned further
agrees to immediately notify the Bank of any change in any of the information set forth above and to take any other action as the
Bank may reasonably request to allow the Bank to initiate such preauthorized automatic payments of the Loan.


 


	 	Very truly yours,
	 	 
	 	[BORROWER]
	 	 
	 	By:________________________
	 	Title:_____________________




 



    	 



    	 



    

 


EXHIBIT B


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE 


LOAN PROGRAM


 


FORM OF DEFAULT WAIVER LETTER


 


[Borrower]


[Address]


 


Dear [Name of Borrower]:


 


THIS NOTICE OF EVENT
OF DEFAULT (the “Notice”) dated [________] is given by SunTrust Bank (“Bank”) to [Borrower] (“Borrower”)
pursuant to that certain [Loan and Security Agreement][Loan Agreement] dated as of [___________], by and between Bank and Borrower
(as amended or modified through the date hereof, the “Agreement”). All terms used herein without definition shall have
the meanings ascribed to such terms in the Agreement.


 


In accordance with
the terms of the Agreement and the applicable Loan Documents, the Bank established a [Revolving][Term Loan][Line of Credit] Commitment
in favor of Borrower in an aggregate principal amount not to exceed at any one time outstanding [______________] and no/100 dollars
($_________), of which $___________ principal together with $_________ accrued interest thereon is outstanding as of the date hereof.


 


Borrower is hereby
notified that an Event of Default has occurred because [Borrower failed to pass the __________ covenant for the period ending ___________
as provided in Section 6 of the Agreement] [failed to pay when due the latest monthly installment of principal and interest owed
to the Bank under the Agreement].


 


Pursuant to the Agreement,
Borrower is hereby given notice of such Event of Default. [Bank hereby waives the Event of Default resulting from a failure to
comply with the financial covenant set forth in Section __ of the Agreement.] [Borrower may cure such Event of Default before ______________.
Thereafter, pursuant to Section 10 of the Agreement, Bank shall have the right to terminate immediately the Loan Commitment and
to declare the entire unpaid principal balance of and accrued interest with respect to the Loan Indebtedness to be, and the same
shall thereupon become, due and payable upon receipt by Borrower of written demand.]


 


SUNTRUST BANK


 


By:


Title:


 



    	 



    	 



    

 


EXHIBIT C


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC.


FRANCHISEE LOAN PROGRAM


 


FORM OF COMMITMENT LETTER


(Borrower with Line of Credit Loan)


 


[Letterhead of SunTrust Bank]


 


[Borrower]


Address


Attention: ___________________


 


Re: $                Line
of Credit From SunTrust Bank


 


[Ladies/Gentlemen]:


 


I am pleased to advise
you that SunTrust Bank (the “Bank”) has committed to make available to ___________________ (the “Borrower”)
a revolving line of credit in an aggregate principal amount at any one time outstanding not to exceed $_________ (the “Line
of Credit”) upon terms generally outlined below and subject to execution and delivery of definitive loan documents
and completion of the Bank’s due diligence with results satisfactory to the Bank in its sole discretion.


 


While the specific
terms of the Line of Credit will be documented following acceptance of this commitment, a general outline of the terms follows:


 


		1.	[Advances pursuant to the
Line of Credit will be used solely for the purpose of honoring requests from Borrower, made through the Aaron’s, Inc.’s
proprietary point of sale software system (the “Aaron’s Proprietary System”), for ACH transfers
to suppliers of purchased merchandise in payment of invoices approved by Aaron’s Inc. (“Aaron’s”),
including any freight charges to the extent Aaron’s consents thereto, or with Aaron’s consent, to Borrower’s
own account for the payment of sales use taxes.][Advances pursuant to the Line of Credit will be used solely for the purpose of
honoring requests from Borrowers, made through Aaron’s Inc. (“Aaron’s”) by fax, email or
other electronic forms of notification to the Servicer by 12:00 Noon on the last Business Day immediately prior to the 10th or
25th day of each month, for SWIFT transfers to suppliers of Merchandise in payment of invoices approved by Aaron’s, for
payment of applicable provincial sales tax or customs duty and for payment of freight charges to the extent Aaron’s consents
thereto, or with Aaron’s consent, to Borrower’s own account for the payment of sales use taxes.] 1



 





 



1 Second Option is for Canadian
Borrowers


 



    	 



    	 



    

 


		2.	The Line of Credit will
be established for an initial term of 364 days but such term will be automatically renewed for successive 364 day periods unless
the Bank provides you with written notice to the contrary at least ninety (90) days prior to the first anniversary of the Line
of Credit. In addition, the Bank may terminate the Line of Credit upon ninety (90) days’ written notice to you, and you
may terminate the Line of Credit at any time upon written notice to the Bank.



 


		3.	Each advance must be in
the amount of $500 or more, and each advance made pursuant to the line of credit will be repaid in
[eighteen (18) or]2 twenty-four (24) equal monthly principal installments, [as designated by Bank (at the direction of Aaron’s)]
pursuant to the Line of Credit loan documentation.



 


		4.	The outstanding amount
of the Line of Credit will bear interest at a floating rate which is equal to_____ percent (___%) above the [Bank’s “Prime
Rate”. The “Prime Rate” is the the per annum rate of interest designated from time to time by the Bank to be
its prime rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate of interest that
is being offered by the Bank to its borrowers.][Canadian Prime Rate. The “Canadian Prime Rate” is, on any date of
determination, the higher of (a) the reference rate of interest, expressed as an annual rate, publicly announced or posted from
time to time by Bloomberg on page BTMM for Canadian Money Market rates or (b) the average one month Bankers’ Acceptance
rate quoted on Reuters Service, page CDOR, as at approximately 10:00 a.m. (Toronto, Ontario time) on such day plus 1% per annum.]
All interest shall be payable monthly and shall be calculated on the basis of a 360 day year.



 


		5.	The Borrower will pay a
loan closing fee equal to $500 which is due at closing.



 


		6.	The Borrower shall pay
a commitment fee (the “Commitment Fee”) on any unused portion of the Line of Credit in the amount of
____ percent (___%) per annum, such Commitment Fee to be paid quarterly in arrears on every third payment date, commencing on
________________.



 


		7.	The Line of Credit will
be secured by a first priority blanket lien and security interest on all of the Borrower’s assets, including without limitation,
a first priority security interest in the Borrower’s inventory and lease/purchase contracts. _______________________ and
_______________________ shall personally guarantee the entire amount outstanding pursuant to the Line of Credit.



 


		8.	Borrower will be subject
to periodic field audits by Aaron’s and the Bank, with the scope and frequency to be determined by Aaron’s and the
Bank. In addition, Aaron’s will share with the Bank information received through the Aaron’s Proprietary System regarding
Borrower and the Bank will share with Aaron’s, Inc. information regarding the Borrower’s Line of Credit.



 


		9.	Borrower will provide the
Bank with regular reports on the Borrower’s collateral and financial condition in form and frequency acceptable to the Bank.



 


		10.	[Borrower will maintain
a demand deposit account with the Bank to pay approved vendor invoices.][Borrower will maintain a foreign currency transaction
account with the Bank to pay approved vendor invoices.] Advances under the Line of Credit will be made into such account to pay
[ACH transfer requests initiated by Borrower through the Aaron’s Proprietary System][SWIFT transfer requests from Aaron’s
at the direction of the Borrower through fax, email or other electronic forms of notification by 12:00 Noon on the last Business
Day immediately prior to the 10th or 25th day of each month solely for the purposes set forth above.



 





 



2 18 month
option only available for US Borrowers


 



    	 



    	 



    

 


		11.	The loan documents will
contain such covenants, representations and warranties and events of default as are customary in loan facilities of this size
and nature, which will include the following financial covenant(s):



 


		(a)	[(i)          Rental
Revenue to Debt Service. Commencing on the first day of the calendar quarter in which the 25th month following the Opening
Date (as defined below) of the first store location of the Borrower occurs and measured as of the last day of the calendar quarter
in which such 25th month occurs and on the last day of each calendar quarter thereafter, the ratio of the Borrower’s rental
revenue to debt service for such quarter shall not be less than 2.2:1.0;]3



 


		(b)	Debt to Rental Revenue. [Commencing on the first
day of the calendar quarter in which the first day of the 19th month following the Opening Date (as defined below) of the first
store location of Borrower occurs and measured as of the last day of the calendar quarter in which such 19th month occurs and
on the last day of each calendar quarter thereafter,][On the last day of each calendar quarter] the ratio of Borrower’s
debt to Borrower’s rental revenue, shall not exceed [__]:1.0; and 4



 


To the extent any of the financial
covenants set forth above in this Section 11 are calculated based upon the date determined by Aaron to be the opening date of a
store location (the “Opening Date”), the financial information from store locations that have not reached
the Opening Date anniversary incorporated into such covenants shall be excluded from such calculations. Debt service and debt attributable
to such locations and deducted from the final calculations shall be deducted on a pro rata basis calculated by dividing such stores’
aggregate net book value of merchandise by the net book value of merchandise for all store locations. The financial covenants shall
otherwise be calculated on a consolidated basis as to all store locations.


 


As a condition to closing,
the Bank will require the following:


 


		1.	An original executed [Loan and Security Agreement,][Loan
Agreement, security agreement,] an original executed Master Note, related UCC financing statements or Personal Property Security
Act financing statements, executed Franchise Agreement with Aaron’s, Inc., original executed guaranties, spousal consents,
original executed landlord’s waivers, evidence satisfactory to the Bank that it has a first priority perfected lien on all
assets of the Borrower and appropriate waivers, subordination agreements and other similar documents as may be requested by the
Bank;



 





 



3 Note: This covenant will not apply in the case of any
Borrowers who have Revolving Loans or Term Loans as, in such case, the Borrowing Base in the applicable Loan Agreement will apply
in lieu of this covenant.


4 Note: This covenant will apply and be tested on last
day of each calendar quarter and not be tied to any Opening Date of store locations in the case of any Borrowers who have Revolving
Loans or Term Loans. Covenant levels for this covenant will be established by Sponsor in the applicable Loan Agreement for each
Borrower.



    	 



    	 



    

 


		[2.	If the Borrower is a corporation, copies of the Borrower’s
articles or certificate of incorporation (or equivalent), certified by the Secretary of State (or equivalent) of its jurisdiction
of organization (or, if the Secretary of State (or equivalent) does not generally provide such copies, certified by the corporate
secretary of the Borrower), copies of the Borrower’s by-laws and current incumbency certificate, if the Borrower is a partnership,
a copy of the current partnership agreement, if the Franchisee is a limited liability company, a copy of the current operating
or limited liability company agreement and if the Borrower is a sole proprietor, a Statement of Sole Proprietorship (or equivalent)
in the form provided by Bank as well as, for all Borrower’s, copies of certified resolutions of the Borrower’s board
of directors or other appropriate authorizations, and an original certificate of good standing (or equivalent) from the Secretary
of State (or equivalent) of the state or territory where the Borrower is incorporated or organized.



 


		3.	Evidence of the Borrower’s insurance on the inventory
and other property in amounts and including such types of coverage and with such insurers as the Bank may approve naming the Bank
as loss payee and additional insured.



 


		4.	Such other documentation as the Bank may deem necessary
or appropriate for the proposed financing.



 


This commitment expires
fourteen (14) days following the date of this letter unless accepted below and returned to the Bank by that date. The Borrower
understands that this commitment letter is being provided at the request of Aaron’s, Inc. pursuant to a loan program established
for certain franchisees of Aaron’s, Inc. By acceptance of this Commitment Letter, the Borrower agrees to pay all legal fees
and expenses incurred by the Bank in connection with the Line of Credit, regardless of whether the Line of Credit closes.


 


This commitment is
subject to the execution of loan documents satisfactory to the Bank in its sole discretion, satisfactory completion of the Bank’s
due diligence and other conditions to closing set forth herein and in the loan documents. Unless definitive loan documents evidencing
the Line of Credit are executed and delivered to the Bank within ninety (90) days after the Bank receives this executed commitment
letter, this commitment shall expire and the Bank shall have no further obligation hereunder.


 


Please feel free to
call me at (404) _____ between the hours of 8:30 a.m. and 5:00 p.m. on Monday through Friday. If you wish to contact us by telecopy,
our telecopy number is (404) 588-___. We are delighted to offer this credit facility to you and look forward to a mutually beneficial
relationship.


 


	 	Sincerely,
	 	 	 	 
	 	SUNTRUST BANK
	 	 	 	 
	 	By:	 	 
	 	 	Title:	 	 
	 	 	 	 	 





	Acknowledged and accepted	 	 
	the _____ day of ___________, 20___.	 	 
	 	 	 
	 	 	 


 


	By:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 


 



    	 



    	 



    

 


EXHIBIT D


To


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE LOAN PROGRAM


 


FORM OF CORPORATE AUTHORIZATION


 


I, the undersigned,
hereby certify that I am the Secretary and custodian of the records of ______________________________, a corporation duly organized
and existing under the laws of ___________ (hereinafter “Corporation”); that the following is true and correct copy
of certain resolutions duly adopted by the Board of Directors of the Corporation [by unanimous written consent][at a meeting duly
held on the ______ day of ______________, _____, at which a quorum was present,] and that the following resolutions are in conformity
with the articles and by-laws and any unanimous shareholder agreement or unanimous shareholder declaration of said Corporation
and have not since been rescinded or modified.


 


RESOLVED, that the President
be and is hereby authorized on behalf of the Corporation from time to time to borrower money, obtain credit and procure loans from
______________________ (hereinafter, the “Lender”), without limit as to amount; to sell or discount any notes, bills
or accounts, acceptances or any other instruments to the Lender; to assign pledge, convey, transfer, mortgage or otherwise create
a lien upon any real and/or personal property of the Corporation as security for the payment and performance of any and all indebtedness,
liabilities and obligations of the Corporation to the Lender, whether in the usual course of business or otherwise; to enter into
any other agreement with the Lender in regard to commercial banking transactions; and, in furtherance of and in connection with
the foregoing, to make, execute and deliver in the name of and on behalf of the Corporation, under its corporate seal or otherwise,
such agreements, documents or instruments deemed reasonable or necessary;


 


RESOLVED FURTHER, that all actions
heretofore taken by the officer or officers named herein in obtaining loans or credits on behalf of the Corporation and in the
exercise of the authority and powers herein granted are hereby ratified, adopted and confirmed; and that the Lender is hereby authorized
directed to pay the proceeds of any such loans or credits as directed by said officers, whether for payment or credit to the account
of the Corporation with the Lender or with another financial institution, or to such officers, or any third person or otherwise;
and


 


RESOLVED FURTHER, that the custodian
of the records of the Corporation is authorized and directed to furnish said Lender a certified copy of these resolutions, which
shall continue in full force and effect until written notice of the rescission or modification of the same has been received by
the Lender, and to furnish the Lender the names and specimen signatures of the officer(s) named herein, and such persons from time
to time holding the above positions, herewith and/or on the Lender’s usual form of signature card.


 


I hereby certify that the following are
the names and specimen signatures of the officer(s) listed in the foregoing resolutions and that each presently hold the title
indicated and has full authority for all acts unless noted herein.


 


	Name	 	Title:President	Signature	 
	 	 	 	 	 
	Name	 	Title: Secretary	Signature	 


 


IN WITNESS WHEREOF, I have hereunto
subscribed my name and affixed the seal of said Corporation this __st day of ____________, _____.


 


	 	[Corporate Seal]	[NAME OF CORPORATION]


 



    	 



    	 



    

 


	 	By:	 
	 	Title:


 



    	 



    	 



    

 


EXHIBIT E


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE 


LOAN PROGRAM


 


FORM OF FUNDING APPROVAL NOTICE


NEW BORROWER


 


 


	Borrower Type:	 	£ US Franchisee       £ Canadian Franchisee
	 	 	 
	Commitment:	 	£ Line of Credit $______________________
	 	 	£ Revolving Commitment $_____________
	 	 	£ Term Loan Commitment $____________
	 	 	Term Loan - Term: ___ months / Interest Only: ___ months


 


	Anticipated Closing Date:	__________________________________________________


 


Term of UCC for Canadian


	Borrowers:	10 years unless
    otherwise specified                                   
    ( 1-25 years)


 


	Legal Name of Franchisee:	__________________________________________________


 


	Owner’s Name / Title (Signer)	_________________________(Name), ______________(Title)


 


	Owner’s Contact Information	 
	Email Address:	____________________________________________________
	Business Phone Number:	_____________________________________________
	Cell Number:	_____________________________________________
	Fax Number:	_____________________________________________
	 	 
	Principal Place of Business:	__________________________________________________
	 	 
	 	__________________________________________________
	 	 
	Primary Location for Use	 
	of Loan Proceeds:	__________________________________________________
	 	 
	State / Province of	 
	Organization:	__________________________________________________
	 	 
	Legal Entity Type:	£ C-Corp £ S-Corp £ LLC £ Partnership
	 	 
	Federal Tax ID # (US) /	 
	Canadian Business #:	__________________________________________________


 



    	 



    	 



    

 


	US Franchisee	 
	Address for invoice if different	 
	from principle place of business:	_____________________________________________


 


	Canadian Franchisee	 
	Preferred method of	 
	invoice receipt:	Fax Number________________  OR
	 	E-mail Address_______________


 


	Store Locations:	__________________________________________________
	(attach schedule, if needed)	Complete address £ Owned  £ Leased





	 	If leased, Landlord Waiver attached?: £   Yes £ No-forthcoming £   No - waived





	 	__________________________________________________
	 	Complete address





	 	If leased, Landlord Waiver attached?: £  Yes £ No-forthcoming £ No - waived





	 	__________________________________________________





	 	Complete address





	 	If
leased, Landlord Waiver attached?: £ Yes £ No-forthcoming £ No – waived


 


	Commitment Fee:	__________________________________________________
	 	 
	Closing Fee:	__________________________________________________
	 	 
	Interest Rate:	Prime Rate plus ______%
	 	 
	Debt to Rental Ratio:	_________
	 	 
	Annual Sales:	$__________________
	 	(last full year of sales per income statement or tax return)


 


	ATTACH COPY OF DRIVERS LICENSE FOR ALL PERSONAL GUARANTORS
	ATTACH CORPORATE DOCUMENTS FOR ALL CORPORATE GUARANTORS





	Guarantor(s): 	yes £    no £
	(Personal and Corporate)	Name	SSN/Tax ID    Shareholder?


 


	 	 
	 	Complete Address


 


	 	yes £ no £ 
	 	Name	SSN/Tax ID Shareholder?
	 	 
	 	 
	 	Complete Address


 



    	 



    	 



    

 


	 	yes £ no £ 
	 	Name	SSN/Tax ID Shareholder?
	 	 
	 	 
	 	Complete Address
	 	 
	Non-Guaranteeing Spouse(s):	 
	 	Name
	 	 
	 	Complete Address
	 	 
	 	 
	 	Name
	 	 
	 	Complete Address
	 	 
	 	 
	 	Name
	 	 
	 	Complete Address


 


	US Franchisee:	 	 
	Any corporate names	 	 
	used in the last 5 years:	 	 
	 	 	 
	Canadian Franchisee:	 	 
	All predecessor corporate names used	 	 
	since the initial incorporation of the	 	 
	oldest predecessor corporation:	 	 


 


	Copy of Executed Franchisee	 	 
	Application Attached	£ YES        £ NO	 
	 	 	 
	Copy of Corporate Documents	 	 
	for Franchisee	£ YES        £ NO	 
	for Corporate Guarantor(s)	£ YES        £ NO	 
	Attached	 	 
	C-Corp:	Articles of Inc.	 
	S-Corp:	Articles of Inc.	 
	LLC:	Articles of Org. AND Operating Agreement	 
	Partnership:	Partnership Agreement	 
	 	 	 	 





	Executed Pre-Filing Authorization Letter	 	 
	for Financing Statements Attached	£ YES       £ NO	 


 


FOR FRANCHISEE WITH REVOLVING COMMITMENT OR TERM LOAN COMMITMENT



£ See attached spreadsheet for non-standard financial covenants.


 



    	 



    	 



    

 


Pursuant to Section
2.1 of that certain Amended and Restated Servicing Agreement executed in connection with that certain Second Amended and Restated
Loan Facility Agreement and Guaranty dated as of June 18, 2010 (the “Agreement”) by and between SunTrust Bank
(“ST”) and each of the other lending institutions party thereto (ST, such lenders, together with any assignees
thereof becoming “Participants”), and SunTrust Bank, as servicer and agent for the Participants (in such capacity,
the “Servicer”), and Aaron’s, Inc. (“Aaron”), Aaron hereby certifies to the Servicer
that it has approved the Franchisee for a franchise license and for participation in the Program and directs the Servicer to establish
a Loan Commitment to the above-referenced Franchisee in accordance with the terms set forth herein and pursuant to the terms and
subject to the further conditions of the Agreement and the Amended and Restated Servicing Agreement. Sponsor hereby expressly consents
to the liens granted by the above-referenced Franchisee, in favor of the Servicer.


 


	AARON’S, INC.	(DATE)_________________ __, ____


 


	By:	_____________________
	Title:	____________________


 



    	 



    	 



    

 


EXHIBIT E


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE 


LOAN PROGRAM


 


FORM OF FUNDING APPROVAL NOTICE


EXISTING BORROWER


 


	Borrower Type:	£ US Franchisee  £ Canadian Franchisee
	 	 
	Commitment:	£ Line of Credit $______________________ 
	 	£ Revolving Commitment $_____________
	 	£ Term Loan Commitment $____________
	 	Term Loan - Term: ___ months / Interest Only: ___ months


 


	Anticipated Closing Date:	 
	 	 
	Legal Name of Franchisee:	 
	 	 
	Primary Location for Use	 
	of Loan Proceeds:	 
	 	 
	Store Locations:	 
	(attach schedule, if needed)	Complete address
	(attach Landlord Waiver, if	 
	applicable, for newly added	Complete address
	store(s))	 
	 	Complete address
	 	 
	Commitment Fee:	 
	 	 
	Closing Fee:	 
	 	 
	Interest Rate:	Prime Rate plus ______%
	 	 
	Debt to Rental Ratio:	_________
	 	 
	Annual Sales:	$______________
	 	(last full year of sales per income statement or tax return)


 


	ATTACH COPY OF DRIVERS LICENSE FOR ALL NEW PERSONAL GUARANTORS
	ATTACH CORPORATE DOCUMENTS FOR ALL NEW CORPORATE GUARANTORS





	ADD Guarantor(s):	 	 	yes £    no  £
	(Personal and Corporate)	Name	SSN/Tax ID Shareholder?
	 	 	 


 



    	 



    	 



    

 


	 	Complete Address
	 	 
	 	yes £   no £
	 	Name	SSN/Tax ID Shareholder?
	 	 
	 	 
	 	Complete Address
	 	 
	REMOVE Guarantor:	yes £   no £
	 	Name	SSN/Tax ID Shareholder?
	 	 
	 	 
	 	Complete Address
	 	 
	ADD Non-Guaranteeing Spouse(s):	 
	 	Name
	 	 
	 	Complete Address
	 	 
	 	 
	 	Name
	 	 
	 	Complete Address
	 	 
	REMOVE Non-Gty Spouse:	 
	 	Name
	 	 
	 	Complete Address


 


FOR FRANCHISEE WITH REVOLVING COMMITMENT OR TERM LOAN COMMITMENT



£
See attached spreadsheet for non-standard financial covenants.


 


	Other Changes or Comments:	 
	 	 
	 	 


 


Pursuant to Section
2.1 of that certain Amended and Restated Servicing Agreement executed in connection with that certain Second Amended and Restated
Loan Facility Agreement and Guaranty dated as of June 18, 2010 (the “Agreement”) by and between SunTrust Bank
(“ST”) and each of the other lending institutions party thereto (ST, such lenders, together with any assignees
thereof becoming “Participants”), and SunTrust Bank, as servicer and agent for the Participants (in such capacity,
the “Servicer”), and Aaron’s, Inc. (“Aaron”), Aaron hereby certifies to the Servicer
that it has approved the Franchisee for a franchise license and for participation in the Program and directs the Servicer to establish
a Loan Commitment to the above-referenced Franchisee in accordance with the terms set forth herein and pursuant to the terms and
subject to the further conditions of the Agreement and the Amended and Restated Servicing Agreement. Sponsor hereby expressly consents
to the liens granted by the above-referenced Franchisee, in favor of the Servicer.


 



    	 



    	 



    

 


	AARON’S, INC.	(DATE)_________________ __, ____
	 	 
	By:	_____________________	 
	Title:	____________________	 
	 	 	 	 


 



    	 



    	 



    

  


EXHIBIT F


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


Form
of US GUARANTY AGREEMENT


 





	SUNTRUST	Unlimited Continuing Guaranty Agreement




 


The “Lender” referred to in
this Agreement is: SunTrust Bank


 


Lender’s address is 3333 Peachtree
Road, 3rd Floor/Mail Code 1802; Atlanta, GA 30326 


 


	 	Guarantor(s):	Borrower:
	 	«Guarantor»	«Borrower»




 


1.          CONSIDERATION.
To induce Lender to extend credit or other financial accommodations to Borrower, or to continue to extend credit or other financial
accommodations to Borrower, and in consideration therefore, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Guarantor (which term shall mean each Guarantor named herein individually and all Guarantors named
herein collectively) does hereby agree as follows:


 


		2.	DEFINITIONS:



 


		2.1	“Lender” shall include the bank set forth
above and any Person acting as its nominee or agent, and any member of its affiliated group as such term is defined in Section
1504(a) of the Internal Revenue Code of 1986, as amended.



 


		2.2	“Liability” and “Liabilities”
shall include all obligations, liabilities and undertakings of Borrower to Lender, whether now existing or hereafter arising,
irrespective of their nature, whether direct, indirect, absolute or contingent as maker, drawer, guarantor, surety, endorser or
otherwise, either individually or jointly or severally with any other Person or Persons, including, without limitation, all obligations
of Borrower to reimburse Lender with respect to any letters of credit issued by Lender upon the application of Borrower, with
interest thereon at the rate or rates provided in the obligation, liability or undertaking guaranteed hereby or at the maximum
rate allowed from time to time by law, whichever is less, and all renewals or extensions in whole or in part of any of said obligations,
liabilities or undertakings, including any and all damages, losses, costs, fees and expenses of every kind and description suffered
or incurred by Lender arising in any manner out of or in any way connected with, or growing out of said obligations, liabilities
and undertakings, including without limitation, all attorney’s fees, costs and expenses of collection whether suit be brought
or not, including costs, expenses and attorney’s fees on appeal if appeal is taken.



 



    	 



    	 



    

 


		2.3	“Borrower” shall mean, individually and collectively,
any individual or individuals, association, partnership, corporation or other entity named herein as Borrower and (i) all successors,
assigns, heirs, executors, administrators and personal representatives of the Borrower, (ii) any individual or individuals, association,
partnership, corporation or other entity to which all or substantially all of the business or assets of said Borrower shall have
been transferred, (iii) in the case of a partnership Borrower, any new partnership which shall have been created by reason of
the admission of any new partner or partners therein and/or the dissolution of the existing partnership by the death, resignation
or other withdrawal of any partner, and (iv) in the case of a corporate Borrower, any other corporation into or with which said
Borrower shall have been merged, consolidated, reorganized, purchased or absorbed.



 


		2.4	“Person” and “Persons” shall
include natural persons, partnerships, and incorporated and unincorporated entities and associations of every kind.



 


3.          OBLIGATION
OF GUARANTOR. Guarantor hereby absolutely and unconditionally delivers this Guaranty to Lender and hereby absolutely and unconditionally
guarantees to Lender and any transferee of this Guaranty or of any Liability guaranteed hereby, the prompt and full payment of
all Liabilities. Guarantor agrees that if Borrower fails to fully and timely perform any Liability, Guarantor will fully and timely
perform the Liability without resort by the Lender to any other Person. Any obligation of the Guarantor hereunder is in addition
to and shall not prejudice or be prejudiced by any other agreement, instrument, surety or guaranty (including any other agreement,
instrument, surety or guaranty signed by Guarantor) which Lender may now or hereafter hold relative to any of the Liabilities.
Any payment of Guarantor hereunder may be applied to any of the Liabilities as Lender may choose. The obligation of Guarantor to
Lender hereunder is primary, absolute and unconditional.


 


4.          TERM
OF GUARANTY.         Guarantor acknowledges that there may be future advances by Lender
to Borrower (although Lender may be under no obligation to make such advances) and that the number and amount of the Liabilities
are unlimited and may fluctuate from time to time hereafter. Guarantor expressly agrees that Guarantor’s obligation hereunder
shall remain absolute, primary and unconditional notwithstanding such future advances and fluctuations, if any, and agrees that,
in any event, this agreement is a continuing guaranty and shall remain in force at all times hereafter, whether there are any Liabilities
outstanding or not, until all originals hereof are returned to Guarantor by Lender or until a written notice from Guarantor terminating
this Guaranty has been received and acknowledged by Lender, but such written termination shall not release Guarantor from any obligation
for payment of (i) any and all Liabilities then in existence; (ii) any renewals or extensions thereof, in whole or in part, whether
such renewals or extensions are made before or after such termination; and (iii) any damages, losses, costs, interest, charges,
attorney’s fees or expenses then or thereafter incurred in connection with the Liabilities or any renewals or extensions
thereof.


 


5.          PROPERTY
IN LENDER’S POSSESSION.         As security for the payment of the Liabilities
and the obligation of Guarantor hereunder, Guarantor hereby assigns and grants a security interest to Lender in: (i) all property
of Guarantor in or coming into the possession, control, or custody of Lender, or in which Lender has or hereafter acquires a lien,
security interest, or other right; and (ii) any existing or hereafter created lien or security interest in favor of Guarantor in
any property of Borrower. Guarantor hereby agrees that any rights Guarantor may now or hereafter have in any collateral securing
any of the Liabilities or against Borrower or any property of Borrower, including rights arising by virtue of subrogation or otherwise,
shall be subordinate and junior to Lender’s rights to said collateral or property and to Lender’s indefeasible right
to the prior payment of the Liabilities. Guarantor hereby grants to Lender a lien on, and a security interest in, the deposit balances,
funds, accounts, items, certificates of deposit, securities, other property and the monies of Guarantor now or hereafter in the
possession or custody of Lender for any purpose (including property left in safekeeping or custody) or on deposit with Lender to
secure, and as collateral for, the payment and performance of this Guaranty as well as of any other obligation or liability (present
or future, absolute or contingent, due or not due) of Guarantor to Lender. Lender may at any time and from time to time, without
demand or notice, appropriate and set off against such deposit balances, funds, accounts, items, certificates of deposit, securities,
other property and monies and apply the same to the obligations of Guarantor hereunder.


 


Initials________      Initials________      Initials________


 



    	 



    	 



    

6.          CONSENT
TO LENDER’S ACTS. Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval
of Guarantor or Borrower, and without in any way affecting the obligation of Guarantor hereunder, Lender may, with or without consideration:
(i) release, compromise, or agree not to sue, in whole or in part, Borrower, any Guarantor or any other obligor, guarantor, endorser
or surety upon any of the Liabilities; (ii) waive, rescind, renew, extend, modify , increase, decrease, delete, terminate, amend,
or accelerate in accordance with its terms, either in whole or in part, any of the Liabilities, any other terms thereof, or any
agreement, covenant, condition, or obligation of or with Borrower, any Guarantor, or any other obligor, guarantor, endorser or
surety upon any of the Liabilities; and (iii) apply any payment received from Borrower, any Guarantor or any other obligor, guarantor,
endorser or surety upon any of the Liabilities to any of the Liabilities which Lender may choose. Further, Lender may at any time,
either with or without consideration, surrender, release or receive any property or other security of any kind or nature whatsoever
held by it or any Person on its behalf or for its account securing any indebtedness of Borrower or any Liability, or substitute
any collateral so held by Lender for other collateral of like kind or of any kind, without notice to or further consent from Guarantor,
and such surrender, receipt, release or substitution shall not in any way affect the obligation of Guarantor hereunder. Lender
shall have full authority to adjust, compromise and receive less than the amount due upon any such collateral, and may enter into
any accord and satisfaction agreement as deemed advisable by Lender without affecting the obligation of Guarantor hereunder. Lender
shall be under no duty to undertake to collect upon such collateral or any part thereof, and shall not be liable for any negligence
or mistake in judgment in handling disposing of, obtaining, or failing to collect upon, or perfecting or maintaining a security
interest in, any such collateral and any such actions by Lender will not release Guarantor from any obligation under this Guaranty.


 


7.          WAIVERS
BY GUARANTOR. Guarantor waives: (i) notice of acceptance of this Guaranty by Lender and of the creation, extension or renewal of
any Liability to which it relates and of any default by Borrower; (ii) notice of presentment, demand for payment, notice of dishonor
or protest of any of Borrower’s obligations or the obligation of any Person held by Lender as collateral security for any
Liability; (iii) notice of the failure of any Person to pay to Lender any indebtedness held by Lender as collateral security for
any Liability; (iv) failure of Lender to obtain and perfect or maintain the perfection or priority of any security interest or
lien on property to secure any Liability; (v) any defense resulting from the failure of Lender to have any other Person execute
this Guaranty or execute any other guaranty relating to a credit facility guaranty relating to a credit facility granted to Borrower;
(vi) any failure to promptly commence suit against any party thereto or liable thereon or to give any notice to or make any claim
or demand upon Guarantor or Borrower; and (vii) all defenses, offsets and counterclaims which Guarantor may at any time have to
any claim of Lender against Borrower. No act, failure to act, or omission of any kind on the part of Guarantor, Borrower, Lender
or any Person shall be a legal or equitable discharge or release of Guarantor hereunder unless agreed to hereafter in writing by
Lender. This Guaranty shall not be affected by any change which may arise by reason of the death of Guarantor, or of any partner(s)
of Guarantor, or of Borrower, or by reason of the accession to any such partnership of any one or more new partners. Guarantor
further agrees that this instrument shall continue to be effective or be reinstated as the case may be, if at any time payment,
or any part thereof, of the principal or interest on any of the Liabilities is rescinded or must otherwise be restored or returned
by Lender upon the insolvency, bankruptcy or reorganization of Borrower, or otherwise, all as though such payment had not been
made.


 


8.          BORROWER
AUTHORIZATION. This Guaranty covers all Liabilities to Lender purporting to be made on behalf of Borrower by any officer, agent
or partner of Borrower, without regard to the actual authority of such officer, agent or partner to bind Borrower, and without
regard to the capacity of Borrower or whether the organization or charter of Borrower is in any way defective.


 


9.          PAYMENT
EVENTS, SUBROGATION RIGHTS. In the event of : (i) the death, incompetency, dissolution or insolvency (as defined in the Uniform
Commercial Code as in effect at the time) of Borrower or any Guarantor; or (ii) any final judgment for money damages be entered
against Borrower or any Guarantor in a court of competent jurisdiction and remains unsatisfied for a period of thirty (30) days
or more; or (iii) a majority of the outstanding voting securities of Borrower or any Guarantor is owned by any person or entity,
or any group of related persons or entities, other than any person or entity, or any group of related persons or entities, that
has such majority ownership as of the date of the execution of this Guaranty; or (iv) written notice from any Guarantor terminating
this Guaranty is received and acknowledged by Lender, and whether or not any such event occurs at a time when any Liabilities are
otherwise due and payable, Guarantor agrees to pay to Lender upon demand the full amount which would be payable hereunder by Guarantor
if all Liabilities were then due and payable. If a bankruptcy or insolvency action be filed by or against Borrower or any Guarantor
or if a receiver be appointed for any part of the property or assets of Borrower or any Guarantor, whether or not such event occurs
at a time when any of the Liabilities are otherwise due and payable, then simultaneously therewith Guarantor will be obligated
to pay to Lender the full amount which would be payable hereunder by Guarantor if all Liabilities were then due and payable, all
without notice or demand from Lender. Until all obligations of Guarantor to Lender have been paid in full, Guarantor shall have
no right of subrogation and hereby waives any right to enforce any remedy which Lender now has or may hereafter have against Borrower
and any benefit of, and any right to participate in, any collateral now or hereafter held by Lender.


 


Initials________      Initials________      Initials________


 



    	 



    	 



    

 


10.         SUBORDINATION.
In the event that for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor, Guarantor agrees that
the amount of such indebtedness and all interest thereon shall at all times be subordinate as to lien, time of payment and in all
other respects to all Liabilities which are covered by this Guaranty, and that Guarantor shall not be entitled to enforce or receive
payment thereof until all sums then due and owing to Lender shall have been paid in full. If any payment shall have been made to
Guarantor by Borrower on any said indebtedness during any time that there are Liabilities outstanding, Guarantor shall hold in
trust all such payments for the benefit of Lender and shall make said payments to Lender to be credited and applied against the
Liabilities, whether matured or unmatured, in accordance with the discretion of Lender.


 


11.         REPRESENTATIONS
BY GUARANTOR. Guarantor represents that, at the time of the execution and delivery of this Guaranty, nothing exists to impair the
effectiveness of the obligation of Guarantor to Lender hereunder, or this Guaranty becoming effective immediately.


 


12.         REMEDIES
OF LENDER. Lender may at its option proceed in the first instance against Guarantor to collect any Liability, without first proceeding
against Borrower for said Liability, or any other Person liable for said Liability, and without first resorting to any property
at any time held by Lender as collateral security for any Liability and without any marshalling of assets whatsoever. Guarantor
further authorizes Lender, without notice or demand, to apply any indebtedness due or to become due to Guarantor from Lender in
satisfaction of any of the Liabilities and Guarantor’s obligation hereunder, including, but not limited to, the right to
set-off against any deposits of Guarantor with Lender. Lender shall further have any other rights provided by law or under any
other document, all of which rights are cumulative. GUARANTOR HEREBY CONSENTS TO THE ATTACHMENT OR GARNISHMENT OF GUARANTOR’S
EARNINGS. The obligation of each Guarantor hereby created is joint and several, and Lender is authorized and empowered to proceed
against Guarantor or any of them, without joining Borrower or any other Guarantor. All of said parties may be sued together, or
any of them may be sued separately without first or contemporaneously suing the others. There shall be no duty or obligation upon
Lender, whether by notice or otherwise: (i) to proceed against Borrower or any other Guarantor; (ii) to initiate any proceeding
or exhaust any remedy against Borrower or any other Guarantor; or (iii) to give any notice to any other Guarantor or Borrower,
whatsoever, before bringing suit, exercising any rights to any collateral or security, or instituting proceedings of any kind against
Borrower, Guarantor or any of them.


 


13.         INUREMENT,
GOVERNING LAW, COSTS AND EXPENSES. This agreement shall bind any inure to the benefit of Lender, its successors and assigns, and
likewise shall bind an inure to the benefit of Guarantor, the heirs, executors, administrators, personal representatives, estates,
successors and assigns of the Guarantor. This agreement and its performance, interpretation and enforcement shall in all respects
be governed by the laws of the State indicated in Lender’s address as shown above. Guarantor waives any and all privilege
and rights which Guarantor may have under state statute, relating to venue, as it now exists or may hereafter be amended. Any legal
action brought on this Guaranty may, at Lender’s discretion, be brought in the appropriate court for the county in which
the Lender’s address, indicated above, is located or in such other court as provided by law. If any legal action or actions
are instituted by Lender to enforce any of its rights against Guarantor hereunder, then Guarantor, jointly and severally, agrees
to pay Lender all expenses incurred by Lender relative to such legal action or actions, including, but not limited to, court costs
plus 15% of the total amount of principal and accrued interest then due Lender hereunder as attorneys’ fees.


 


Initials________      Initials________      Initials________


 



    	 



    	 



    



 


14.           WAIVER
OF HOMESTEAD EXEMPTION RIGHTS AND BORROWER DEFENSES. Guarantor hereby ratifies, confirms, and adopts all the terms, conditions,
agreements and stipulations of all notes and other evidences of the Liabilities heretofore or hereafter executed. Without in any
way limiting the generality of the foregoing, Guarantor waives and renounces any and all homestead or exemption rights Guarantor
may have under or by virtue of the Constitution or laws of any state, or the United States, as against the obligation hereby created,
provided, however, that such waiver shall not apply to any obligation created hereunder which arises from any of the Liabilities
that are consumer credit transactions; and Guarantor does hereby transfer, convey and assign, and direct any Trustee in Bankruptcy
or receiver to deliver to Lender, a sufficient amount of property or money in any homestead or exemption that may be allowed to
Guarantor to pay any Liability in full and all costs of collection. Guarantor also waives and renounces any defense to any of the
Liabilities which may be available to or could be asserted by Borrower, except for payment.


 


15.           FINANCIAL
STATEMENTS. At the request of Lender, Guarantor shall, from time to time, prepare and deliver to Lender a complete and current
financial statement setting forth all the assets and liabilities of Guarantor (and to the extent any Person other than Guarantor,
including a spouse of Guarantor, has any interest in said assets or is jointly liable for any of said liabilities, said matters
shall be set forth in their entirety in the financial statements), signed by Guarantor under oath as being true and correct.


 


16.           INDEPENDENT
DETERMINATION OF FACTS. Guarantor’s execution of this Guaranty was not based upon any facts or materials provided by Lender
nor was Guarantor induced to execute this Guaranty by any representation, statement or analysis made by Lender. Guarantor acknowledges
and agrees that Guarantor assumes sole responsibility for independently obtaining any information or reports deemed advisable by
Guarantor with regard to Borrower or any other Guarantor, and Guarantor agrees to rely solely on the information or reports so
obtained in reaching any decision to execute or not to terminate this Guaranty. Guarantor and agrees that Lender is and shall be
under no obligation now or in the future to furnish any information to Guarantor concerning Borrower, the Liabilities or any other
Guarantor, and that Lender does not and shall not be deemed in the future to warrant the accuracy of any information or representation
concerning the Borrower, any Guarantor or any other Person which may induce the Guarantor to execute, or not to terminate this
Guaranty.


 


17.           MISCELLANEOUS.
All of the Lender’s rights and remedies are cumulative and those granted hereunder are in addition to any rights and remedies
available to the Lender under law. If any provision of this agreement or the application thereof to any Person or circumstances
shall, to any extent, be invalid or unenforceable, the remainder of this agreement or the application of such provision to Persons
or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision
of this agreement shall be valid and enforceable to the full extent permitted by law. The failure or forbearance of Lender to exercise
any right hereunder, or otherwise granted to it by law or another agreement, shall not affect the obligation of Guarantor hereunder
and shall not constitute a waiver of said right. This Guaranty contains the entire agreement between the parties, and no provision
hereof may be waived, modified, or altered except by a writing executed by Guarantor and Lender. There is no understanding that
any Person other than or in addition to Guarantor shall execute this Guaranty. The captions to the paragraphs are for convenience
only and shall not be deemed a part of this Agreement.


 


	Initials________	Initials________	Initials________


 



    	 



    	 



    

 


18.           JURY
WAIVER. GUARANTOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE
TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR LENDER TO EXTEND, OR TO CONTINUE TO EXTEND, CREDIT OR OTHER FINANCIAL ACCOMMODATIONS TO BORROWER.
FURTHER, GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, NOR THE LENDER’S COUNSEL HAS REPRESNETED,
EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION. NO REPRESENTATIVE OR AGENT OF THE LENDER, NOT LENDER’S COUNSEL HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY
THIS PROVISION.


 


19.           WAIVER
OF O.C.G.A SECTION 10-7-24.If this Guaranty is executed or enforced in Georgia, or if the obligations guaranteed hereby are
due and payable in Georgia, or if this Guaranty is governed by the laws of Georgia, then Guarantor waives all rights under Section
10-7-24 of the Official Code of Georgia Annotated, as amended, including any right to require Lender to proceed against Borrower.


 


Guarantor has read, understands, and agrees
to the provisions of this Guaranty and has executed the same voluntarily, under seal, with full authority and with the intent to
be legally bound by its terms, conditions, and obligations.


 


«ClosingDate»


 


	 	«Guarantor»
	 	 
	(SEAL)	 


 


	 	Name:	«Guarantor»	 
	 	 	 	 
	 	Address:	 	«Address1»
	 	 	«Address2»	 
	 	 	«CityStateZip»	 
	 	 	 	 
	 	Phone:	«PhoneNumber»	 
	 	 	 	 
	 	Social Security # or Tax ID #: «SocialSecurity»





 



    	 



    	 



    

 


EXHIBIT G


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


Form
of STORE OPENING INFORMATION SHEET


 


	Store Opening Information Sheet
	 
	(Request for New Line of Credit or Increase to Existing Line of Credit)
	 


 


		I.	Please complete the following information:



 


	 	Company name:	 
	 	 	 
	 	Franchisee(s) / Owner(s):	 
	 	 	 
	 	Mailing Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	Phone Number:	 
	 	 	 
	 	Tax ID Number:	 
	 	 	 
	 	New Store Information	 
	 	New Store Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	County:	 
	 	 	 
	 	Landlord’s Name:	 
	 	 	 
	 	Landlord’s Address:	 
	 	 	 
	 	 	 


 


		II.	Additional documents to be provided to SunTrust Bank for the new store location:



  


		 ̈	Landlord’s Waiver (original)



		 ̈	Lease (copy)



 


		III.	Please mail this form along with the documents listed above to:



 


	Aaron’s, Inc.	Applicant’s Signature:	 


309 East Paces Ferry Road


Atlanta, GA 30305-2377


Attn: Director of Franchisee Finance


 


*NOTE: ALL INFORMATION MUST BE RECEIVED
FOR LOAN PROCESSING TO BEGIN.


 



    	 



    	 



    

  


EXHIBIT H


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


FORM OF LANDLORD’S WAIVER FOR US
BORROWERS


 


KNOW ALL MEN
BY THESE PRESENCE, that                                   
(hereinafter “Landlord”), being the owner and Landlord of the premises described as
 
                              
State of                                     
(hereinafter “Premises”), having leased such Premises to (hereinafter “Tenant”) under agreement
of lease dated ____________, 20__, does hereby:


 


(a)           Acknowledge
that Landlord has received notice that Tenant has entered into a Loan and Security Agreement with SunTrust Bank, a banking institution
organized and existing under the laws of the State of Georgia (hereinafter “Secured Party”) with an address at 3333
Peachtree Road, 3rd Floor, Mail Code 1802 Atlanta, Georgia 30326, Attn:  Aaron’s Program Manager, whereby Tenant
has granted to Secured Party a security interest in the following described property:


 


(b)           Waive
and release any and all right of distraint, levy or execution against the collateral for any rent or other sums due or to become
due under the lease for the Premises or otherwise, and all claims and demands of every kind against the collateral, during the
term of the aforesaid Loan and Security Agreement and any renewal, extension or modification thereof or substitution therefor.


 


(c)           Agree
that the collateral will remain personal property and will not become part of the Premises, and Secured Party may enter the Premises
at any time to remove the collateral in the exercise of its rights and remedies arising from the aforesaid Loan and Security Agreement
at any time prior to the termination of the lease with Tenant.


 


(d)           Agree
to make this waiver known to any transferee of the Premises and any person who may have any right or interest in the Premises or
the collateral.


 


(e)           Agree
to promptly notify Secured Party of any default or termination of its lease with Tenant for any reason, and Secured Party shall
have up to 45 days after receipt of such notice to enter the Premises to remove the collateral in the exercise of its rights and
remedies arising from the aforesaid Loan and Security Agreement.


 


This waiver shall be
binding upon the heirs, administrators, executors, successors and assigns of the Landlord, and shall inure to the benefit of the
successors and assigns of Secured Party.


 


IN WITNESS WHEREOF,
the Undersigned, intending to be legally bound hereby, has executed, sealed and delivered this Landlord’s Waiver this _______
day of ___________, 20_.


 


	 	 
	 	(Landlord)


  



    	 



    	 



    

 


FORM OF LANDLORD’S WAIVER FOR CANADIAN
BORROWERS


 


	TO:	● (the “Tenant”)
	 	 
	AND TO:	SunTrust Bank (the “Secured Party”), as lender, being a banking institution organized and existing under the laws of the State of Georgia
	 	 
	RE:	Loan agreement made as of ●, 20● between the Secured Party, as lender and the Tenant, as borrower (as amended to date and as further amended and/or restated from time to time, the “Loan Agreement ”)
	 	 
	AND RE:	Lease of premises known as [Address, City, Province] (the “Leased Premises”)
	 	 
	DATE:	●, 20●


 


                      WHEREAS
pursuant to a lease agreement made as of ●, 20● from ● (the “Landlord”) to the Tenant (the
“Lease”), the Landlord leased to the Tenant the Leased Premises;


 


                      AND
WHEREAS as a condition to extending the loans and other financial accommodations to the Tenant, as borrower, under and in connection
with the Loan Agreement , the Tenant has or will have granted in favour of the Secured Party, among other things, security interests
in and liens upon all the assets of the Tenant, including, without limitation, the Tenant’s interests in the Lease and the
Tenant’s inventory, equipment, machinery, fixtures, and other personal and moveable property at any time, now or later, located
in or about the Leased Premises (the “Personal Property”) pursuant to certain general security agreements (collectively,
the “Security”)(for the purposes of this Agreement, the term “Personal Property” does not include
plumbing and electrical fixtures, heating, ventilation and air conditioning, wall and floor coverings, walls or ceilings and other
fixtures not constituting trade fixtures);


 


                      NOW
THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and adequacy of
which are acknowledged by the Landlord, the Landlord agrees as follows:


 


1.                   The
Landlord consents to and acknowledges the Tenant’s granting to the Secured Party security interests in the Personal Property
pursuant to the Security.


 


2.                   The
Landlord acknowledges and agrees that the Secured Party’s security interest in the Personal Property will be in priority
to any title or interest that the Landlord may at any time have therein, and, while this Waiver is in effect, the Landlord will
not assert against any of the Personal Property any present or future title or any statutory, common law, contractual or possessory
charge, lien, security interest, hypothec or encumbrance, including, without limitation, by way of rights of levy or distress for
rent, all of which the Landlord hereby subordinates in favour of the Secured Party.


 


3.                   The
Personal Property may be installed in or located in buildings on the Leased Premises and is not and shall not be deemed a fixture
or part of the real property but shall at all times be considered personal property.


 


4.                   The
Secured Party (and its representatives, receiver/managers and receivers), at its option, may, from time to time, enter and occupy
the Leased Premises for the purpose of inspecting, repossessing, removing, selling or otherwise dealing with any of the Personal
Property (without being deemed to be in possession) and such license shall be irrevocable and shall continue from the date of such
entry to the Leased Premises for a period of up to 150 days; provided that: (a) for each day that the Leased Premises are
used pursuant to the rights granted hereunder, unless the Landlord has otherwise been paid such amounts in respect of any of such
period, the Secured Party shall pay the regularly scheduled rent provided under the Lease, prorated on a per diem basis to be determined
on a 30 day month, without thereby assuming the Lease or incurring any other obligations of the Tenant; and (b) any damage to the
Leased Premises caused by the Secured Party (or its representatives, receiver/managers or receivers) will be repaired by the Secured
Party at its sole expense.


 


5.                   The
Landlord certifies that the Lease is in full force and effect, the Lease has not been amended or modified, to the knowledge of
Landlord without any inquiry no default exists under the Lease, and all rent and other charges have been paid to the extent payable
and have not been prepaid by more than one month in advance. The Landlord will not modify the Lease in any material respect or
accept any surrender, cancellation or termination thereof without the prior notification of same to the Secured Party.


 



    	 



    	 



    

 


6.                   [The
Landlord hereby consents to the acquisition or assignment, at the Secured Party’s option, by the Secured Party, or its representatives,
receiver/managers and receivers, of the absolute ownership of the Tenant’s interest in the Lease and the Leased Premises.
Any such assignment shall be to an assignee acceptable to the Landlord acting reasonably, and shall release and relieve the Secured
Party, of all obligations under the Lease. The Landlord agrees that if the Secured Party elects to acquire or assign said interest,
it or its assignee (as the case may be) will thereupon be recognized as the lessee under said Lease.]


 


7.                   The
Landlord agrees to send notice in writing of any default under the Lease or an election by the Landlord to terminate the Lease
to the Secured Party at the same time and in the same manner as the notice given by the Landlord to the Tenant. Such notices to
the Secured Party shall be addressed to the Secured Party and will be sent to:


 


        3333 Peachtree Road, 3rd
Floor

            Atlanta, Georgia 30326

            Attn: Center 1802


 


8.                   If
there is a default by the Tenant under the Lease, the Landlord will accept any curative acts made by or on behalf of the Secured
Party within 10 days after receipt of the above notice of default as if they had been made by the Tenant. Notwithstanding any default
which may at any time exist under the Lease, the Landlord shall not forfeit or terminate the Lease if all rents then due under
the Lease have been paid or if, within 10 days after receipt of the above notice of default, the Secured Party pays or causes to
be paid to the Landlord any and all outstanding rents then owing under the Lease. Any such payment made or act done by the Secured
Party shall not constitute an assumption of the Lease or any obligation of the Tenant.


 


9.                   This
Waiver may not be changed or terminated orally or by course of conduct and is binding upon the Landlord and the successors and
assigns of the Landlord and inures to the benefit of the Secured Party and its successors and assigns. The Landlord shall cause
any purchaser of the Leased Premises to enter into and agree to be bound by this Waiver as a condition of the sale of the Leased
Premises.


 


10.                 Within
a reasonable time after written request for it from the Secured Party and upon payment of the Landlord’s reasonable fees
and disbursements by the Tenant, the Landlord will deliver to the Secured Party, as applicable, an estoppel certificate signed
by the Landlord in form reasonably requested by the Secured Party, as applicable, that certifies as to: (a) the rent payable under
the Lease; (b) the nature of any defaults by the Tenant alleged by the Landlord; and (c) any other matters reasonably acceptable
to the Landlord.


 


11.                 This
Consent will remain in full force and effect until all obligations of the Tenant to the Secured Party have been paid and satisfied
in full and the Secured Party has terminated the Loan Agreement with the Tenant.


 


Dated this day of ●, ●,
20●.


  


	 	●, as Landlord
	 	Per:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Per:	 
	 	 	Name:
	 	 	Title:


  


	 	●, as Tenant
	 	Per:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	Per:	 
	 	 	Name:
	 	 	Title:


  



    	 



    	 



    

 


Exhibit I


To


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


Form
of Pre-Filing Authorization Letter for Financing Statements


 


[Date]


 


SunTrust Bank


Program Lending


3333 Peachtree Road, N.E., 3rd Floor


Mail Code 1802


Atlanta, Georgia 30326


  


Reference is hereby
made to the contemplated loan transaction by and between [____________], a [State][Entity] (the “Borrower”)
and SunTrust Bank, as the Lender ( “SunTrust”). 


 


In connection with
the foregoing, SunTrust, acting through its authorized agents, attorneys and employees, is hereby authorized to file any and all
Uniform Commercial Code or Personal Property Security Act financing statements or amendments thereto reasonably deemed advisable
by SunTrust or its counsel to give public notice of or otherwise perfect the granting to SunTrust of liens and security interests
in all assets of the Borrower. Such financing statements may identify the collateral covered thereby as “all assets”
(or words of similar effect).


 


The Borrower hereby
acknowledges and agrees that the filing of any such financing statements in no way obligates SunTrust to close the contemplated
transaction or to fund any loans or other financial accommodations contemplated thereby.


 


At the Borrower’s
request, and so long as the contemplated loan transaction has not been entered into by the Borrower and SunTrust and all amounts
owing to SunTrust by the Borrower have been paid in full, SunTrust will promptly terminate any financing statements filed pursuant
to the above authorization, provided that such terminations shall be prepared and filed at Borrower’s expense.


 


The person(s) signing
this letter on behalf of the undersigned is a duly authorized and appointed officer of the Borrower and is authorized to execute
and deliver this letter to you.


 


	 	Very truly yours,	 
	 	[____________________],	 
	 	a [State][Entity]	 
	 	 	 	 
	 	By:	 	 
	 	 	Name:	 
	 	 	Title:	 


 


 



    	 



    	 



    

 


Exhibit J


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


FORM OF WEEKLY DELINQUENCY REPORT


 


Date_____________


 


	Obligor	 	
        Obligation

        Type
	 	
        Current

        Balance
	 	
        Past Due

        Amount
	 	
        Past Due

        Date
	 	
        Days Past

        Due

	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 


  



    	 



    	 



    

 


Exhibit K


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


FORM OF PAYOR'S PAD AGREEMENT


Business Pre-Authorized Debit Plan* -



Authorization of the Payor to the Payee
to Direct Debit an Account


 


Instructions:


		1.	Please complete all sections in order to instruct your financial institution to make payments directly
from your account.



		2.	Please sign the Terms and Conditions that are part of this document.



		3.	Return the completed form with a blank cheque marked "VOID" to the Payee at the address
noted below.



		4.	If you have any questions, please write or call the Payee.



 


PAYOR INFORMATION (Please type or
print clearly)





	
        Payor Name:

         

	
        Address:

         

	
        Telephone:

         

	Name(s) of Authorized Signing Officer(s):	
         

         

	
        Signature(s) of Authorized Signing Officer(s):

         

         
	
        Date:

         





   


PAYOR FINANCIAL INSTITUTION/BANKING
INFORMATION (Please type or print clearly)





	
        Branch Number

         
	
        Institution #

         
	
        Account Number

         

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        Name of Financial Institution

         

	
        Branch

         

	
        Branch Address

         

	
        City/Province

         
	Postal Code






 



    	 



    	 



    

 


PAYEE INFORMATION (Please type or
print clearly)


	
        Payee Name:

         

	
        Address:

        Number, Street/Avenue/Blvd/Crsc/ City/Province/Postal Code

	
        Telephone:

        Fax:

        Email:

	 


 


PAYMENT INFORMATION (Please type
or print clearly)


	Please specify whether the payment is a:

(Please check one)	 ̈      Fixed Amount: (Please specify)                     
	 ̈      Variable Amount: If variable, please specify whether there is a maximum amount or indicate N/A if there is no maximum amount:          




	Occurring at:

(Please check one)	 ̈      Set intervals: Please specify the timing (i.e. weekly, 

bi-weekly, monthly)                     
	
        Sporadic intervals

         

        The Payor must describe the occurrence of an Event or other
        criteria that will trigger the debit of the account

         

         ̈
        Mandatory description here: _________________

         

         

         

	Are top-ups or adjustments permissible?

(Please check one)	 ̈        Yes
	 ̈        No
	 	 
	 	 


		*	This form is for PADs which relate to commercial activities of a Payor who is a corporation, organization,
trade, association, government entity, profession, venture or enterprise.






 


	Initials________	Initials________	Initials________





 



    	 



    	 



    

 


PAYOR'S PAD AGREEMENT

Business Pre-Authorized Debit Plan


Terms & Conditions


 


	 	1.	In this Agreement "we", “us” and “our” refers to the Payor indicated on page 1.
	 	 	 
	 	2.	We agree to participate in this Business Pre-Authorized Debit Plan and we authorize the Payee indicated on page 1 and any successor or assign of the Payee to draw a debit in paper, electronic or other form for the purpose of making payment for goods or services related to our commercial activities (a "Business PAD") on our account indicated on the page 1 (the "Account") at the financial institution indicated on page 1 (the "Financial Institution") and we authorize the Financial Institution to honour and pay such debits. 
	 	 	 
	 	 	This Agreement and our authorization are provided for the benefit of the Payee and our Financial Institution and are provided in consideration of our Financial Institution agreeing to process debits against our Account in accordance with the Rules of the Canadian Payments Association. 
	 	 	 
	 	 	We agree that any direction we may provide to draw a Business PAD, and any Business PAD drawn in accordance with this Agreement, shall be binding on us as if signed by us, and, in the case of paper debits, as if they were cheques signed by us.
	 	 	 
	 	3.	We may revoke or cancel this Agreement at any time upon notice being provided by us either in writing or orally.  We acknowledge that in order to revoke or cancel the authorization provided in this Agreement, we must provide notice of revocation or cancellation to the Payee.
	 	 	 
	 	 	This Agreement applies only to the method of payment and we agree that revocation or cancellation of this Agreement does not terminate or otherwise have any bearing on any contract that exists between us and the Payee.
	 	 	 
	 	 	The Payee shall use best efforts to cancel the Business PAD in the next business, billing or processing cycle but shall within not more than 30 days from the notice cease to issue any new Business PADs.
	 	 	 
	 	 	We understand that we may obtain a sample cancellation form, or further information on our right to cancel a PAD Agreement, at our financial institution or at www.cdnpay.ca.
	 	 	 
	 	4.	We agree that our Financial Institution is not required to verify that any Business PAD has been drawn in accordance with this Agreement, including the amount, frequency and fulfillment of any purpose of any Business PAD.
	 	 	 
	 	5.	We agree that delivery of this Agreement to the Payee constitutes delivery by us to our Financial Institution.  We agree that the Payee may deliver this Agreement to the Payee's financial institution and agree to the disclosure of any information which may be contained in this Agreement to such financial institution.


 


	Delete either 6(a) or 6(b) as applicable	
        6.     (a)  We
        understand that with respect to:

        (i)         fixed
        amount Business PADs occurring at set intervals, we shall receive written notice from the Payee of the amount to be debited and
        the due date(s) of debiting, at least 10 calendar days before the first Business PAD, and such notice shall be received every time
        there is a change in the amount or payment date(s), except as provided in clause (iii) below;

        (ii)        variable
        amount Business PADs occurring at set intervals, we shall receive written notice from the Payee of the amount to be debited and
        the due date(s) of debiting, at least 10 calendar days before the due date of every Business PAD, except as provided in clause
        (iii) below; and

        (iii)      fixed
        amount and variable amount Business PADs occurring at set intervals, where the Business PAD Plan provides for a change in the amount
        of such fixed and variable amount PADs as a result of our direct action (such as, but not limited to, a telephone instruction)
        requesting the Payee to change the amount of a PAD, no pre-notification of such changes is required.



 





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	 	- OR -
	 	 
	If Payor agrees to waive pre-notification, Payor must sign where indicated	
        (b)       We
        agree to waive the pre-notification requirements in section 6(a) of this Agreement.

         

         

        __________________________________

        ___________________________________

        Signature of Payor                                                             Signature
        of Payor



 


	 	7.	We
agree that with respect to Business PADs, where the payment frequency is sporadic, an authorization given using a password or
secret code or other signature equivalent that is issued to us shall constitute a valid authorization for the Payee or its agent
to debit our account.
	 	 	 
	 	8.	We may dispute a Business PAD by providing a signed declaration to our Financial Institution under the following conditions:
	 	 	
        (a)       the
        Business PAD was not drawn in accordance with this Agreement;

        (b)       this
        Agreement was revoked or cancelled; or

        (c)       any
        pre-notification required and not waived by section 6(b) was not received by us.

	 	 	 
	 	 	We acknowledge that, in order to obtain reimbursement from our Financial Institution for the amount of a disputed Business PAD, we must sign a declaration to the effect that either (a), (b) or (c) above took place and present it to our Financial Institution up to and including but not later than ten (10) business days after the date on which the disputed Business PAD was posted to our Account. 
	 	 	 
	 	 	We acknowledge that, after this ten (10) business day period, we shall resolve any dispute regarding a Business PAD solely with the Payee, and that our Financial Institution shall have no liability to us respecting any such Business PAD.
	 	 	 
	 	9.	We certify that all information provided with respect to the Account is accurate and we agree to inform the Payee, in writing, of any change in the Account information provided in this Agreement at least ten (10) business days prior to the next due date of a Paper and/or Electronic Business PAD. In the event of any such change, this Agreement shall continue in respect of any new account to be used for Business PADs.
	 	 	 
	 	10.	We have certain recourse/reimbursement rights if any debit does not comply with this Agreement. For example, we have the right to receive reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on our recourse/reimbursement rights, we may contact our financial institution or visit the CPA website at www.cdnpay.ca.
	 	 	 
	 	11.	We warrant and guarantee that all persons whose signatures are required to sign on the Account have signed this Agreement below. In addition we warrant and guarantee, where applicable, that we have the authority to electronically agree to commit to this Agreement by secure electronic signature and that our secure electronic signature conforms with the requirements of Rule H1. 


 


	If Paee intends to use a payment provider must include statement 	 	12       We agree that a payment service provider will administer the PAD.  [INSERT NAME] will be administering the PAD.
	 	 	 
	 	13	We understand and agree to the foregoing terms and conditions.


 





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	 	14.	We agree to comply with the Rules of the Canadian Payments Association, or any other rules or regulations which may affect the services described herein, as may be introduced in the future or are currently in effect and we agree to execute any further documentation which may be prescribed from time to time by the Canadian Payments Association in respect of the services described herein.
	 	 	 
	 	15.	Applicable to the Province of Quebec only: It is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés et signés en anglais.


 


	 	 	Per:	 	 	 
	Name of Payor	 	 	Signature of Authorized Signing Officer	 	Date
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	 	 	 
	 	 	Per:	 	 	 
	 	 	 	Signature of Authorized Signing Officer	 	Date
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 


 





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Exhibit L


TO


AMENDED AND RESTATED SERVICING AGREEMENT


 


AARON’S, INC. FRANCHISEE


LOAN PROGRAM


 


Form
of Canadian GUARANTY AGREEMENT


 


	SUNTRUST	Unlimited Continuing Guarantee Agreement


 


The “Lender” referred to in this Agreement is: SunTrust
Bank


 


Lender’s address is 3333 Peachtree Road, 3rd Floor;
Atlanta, GA 30326


 


	Guarantor(s):	Borrower:
	 	 
	«Guarantor»	«Borrower»


 


1.            CONSIDERATION.
To induce Lender to extend credit or other financial accommodations to Borrower, or to continue to extend credit or other financial
accommodations to Borrower, and in consideration therefore, and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, Guarantor (which term shall mean each Guarantor named herein individually and all Guarantors named
herein collectively) does hereby agree as follows:


 


		2.	DEFINITIONS:



 


		2.1	“Lender” shall include the bank set forth above and any Person acting as its nominee or agent, and any affiliate
(as defined in the Business Corporations Act (Ontario) of the Lender.



 


		2.2	“Liability” and “Liabilities” shall include all obligations, liabilities and undertakings of Borrower
to Lender, whether now existing or hereafter arising, irrespective of their nature, whether direct, indirect, absolute or contingent
as maker, drawer, guarantor, surety, endorser or otherwise, either individually or jointly or severally with any other Person or
Persons, including, without limitation, all obligations of Borrower to reimburse Lender with respect to any letters of credit issued
by Lender upon the application of Borrower, with interest thereon at the rate or rates provided in the obligation, liability or
undertaking guaranteed hereby or at the maximum rate allowed from time to time by law, whichever is less, and all renewals or extensions
in whole or in part of any of said obligations, liabilities or undertakings, including any and all damages, losses, costs, fees
and expenses of every kind and description suffered or incurred by Lender arising in any manner out of or in any way connected
with, or growing out of said obligations, liabilities and undertakings, including without limitation, all legal fees, costs and
expenses of collection whether suit be brought or not, including costs, expenses and legal fees on appeal if appeal is taken.



 



    	 



    	 



    

 


		2.3	“Borrower” shall mean, individually and collectively, any individual or individuals, association, partnership,
corporation or other entity named herein as Borrower and (i) all successors, assigns, heirs, executors, administrators and personal
representatives of the Borrower, (ii) any individual or individuals, association, partnership, corporation or other entity to which
all or substantially all of the business or assets of said Borrower shall have been transferred, (iii) in the case of a partnership
Borrower, any new partnership which shall have been created by reason of the admission of any new partner or partners therein and/or
the dissolution of the existing partnership by the death, resignation or other withdrawal of any partner, and (iv) in the case
of a corporate Borrower, any other corporation into or with which said Borrower shall have been merged, amalgamated, consolidated,
reorganized, purchased or absorbed.



 


		2.4	“Person” and “Persons” shall include natural persons, partnerships, and incorporated and unincorporated
entities and associations of every kind.



 


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3.           OBLIGATION
OF GUARANTOR. Guarantor hereby absolutely and unconditionally delivers this Guarantee to Lender and hereby absolutely and unconditionally
guarantees to Lender and any transferee of this Guarantee or of any Liability guaranteed hereby, the prompt and full payment of
all Liabilities. Guarantor agrees that if Borrower fails to fully and timely perform any Liability, Guarantor will fully and timely
perform the Liability without resort by the Lender to any other Person. Any obligation of the Guarantor hereunder is in addition
to and shall not prejudice or be prejudiced by any other agreement, instrument, surety or guarantee (including any other agreement,
instrument, surety or guarantee signed by Guarantor) which Lender may now or hereafter hold relative to any of the Liabilities.
Any payment of Guarantor hereunder may be applied to any of the Liabilities as Lender may choose.


 


4.           INDEMNITY.
If any Liability is not duly paid by the Borrower and is not recoverable under Section 3 for any reason whatsoever, the Guarantor
will, as a separate and distinct obligation, indemnify and save harmless the Lender from and against all losses resulting from
the failure of the Borrower to pay or satisfy such Liability


 


5.           PRIMARY
OBLIGATION. If any Liability is not duly paid by the Borrower and is not recoverable under Section 3 or the Lender is not indemnified
under Section 4, in each case, for any reason whatsoever, such Liability will, as a separate and distinct obligation, be paid by
and be recoverable from the Guarantor as primary obligor.


 


6.           TERM
OF GUARANTEE.Guarantor acknowledges that there may be future advances by Lender to Borrower (although Lender may be under no
obligation to make such advances) and that the number and amount of the Liabilities are unlimited and may fluctuate from time to
time hereafter. Guarantor expressly agrees that Guarantor’s obligation hereunder shall remain absolute and unconditional
notwithstanding such future advances and fluctuations, if any, and agrees that, in any event, this agreement is a continuing guarantee
and shall remain in force at all times hereafter, whether there are any Liabilities outstanding or not, until all originals hereof
are returned to Guarantor by Lender or until a written notice from Guarantor terminating this Guarantee has been received and acknowledged
by Lender, but such written termination shall not release Guarantor from any obligation for payment of (i) any and all Liabilities
then in existence; (ii) any renewals or extensions thereof, in whole or in part, whether such renewals or extensions are made before
or after such termination; and (iii) any damages, losses, costs, interest, charges, legal fees or expenses then or thereafter incurred
in connection with the Liabilities or any renewals or extensions thereof.


 


7.           PROPERTY
IN LENDER’S POSSESSION.As security for the payment of the Liabilities and the obligation of Guarantor hereunder, Guarantor
hereby assigns and grants a security interest to Lender in: (i) all property of Guarantor in or coming into the possession, control,
or custody of Lender, or in which Lender has or hereafter acquires a lien, security interest, or other right; and (ii) any existing
or hereafter created lien or security interest in favor of Guarantor in any property of Borrower. Guarantor hereby agrees that
any rights Guarantor may now or hereafter have in any collateral securing any of the Liabilities or against Borrower or any property
of Borrower, including rights arising by virtue of subrogation or otherwise, shall be subordinate and junior to Lender’s
rights to said collateral or property and to Lender’s indefeasible right to the prior payment of the Liabilities. Guarantor
hereby grants to Lender a lien on, and a security interest in, the deposit balances, funds, accounts, items, term deposits, certificates
of deposit, securities, other property and the monies of Guarantor now or hereafter in the possession or custody of Lender for
any purpose (including property left in safekeeping or custody) or on deposit with Lender to secure, and as collateral for, the
payment and performance of this Guarantee as well as of any other obligation or liability (present or future, absolute or contingent,
due or not due) of Guarantor to Lender. Lender may at any time and from time to time, without demand or notice, appropriate and
set off against such deposit balances, funds, accounts, items, certificates of deposit, securities, other property and monies and
apply the same to the obligations of Guarantor hereunder.


 


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8.           CONSENT
TO LENDER’S ACTS. Guarantor hereby consents and agrees that, at any time or times, without notice to or further approval
of Guarantor or Borrower, and without in any way affecting the obligation of Guarantor hereunder, Lender may, with or without consideration:
(i) release, compromise, or agree not to sue, in whole or in part, Borrower, any Guarantor or any other obligor, guarantor, endorser
or surety upon any of the Liabilities; (ii) waive, rescind, renew, extend, modify, increase, decrease, delete, terminate, amend,
or accelerate in accordance with its terms, either in whole or in part, any of the Liabilities, any other terms thereof, or any
agreement, covenant, condition, or obligation of or with Borrower, any Guarantor, or any other obligor, guarantor, endorser or
surety upon any of the Liabilities; and (iii) apply any payment received from Borrower, any Guarantor or any other obligor, guarantor,
endorser or surety upon any of the Liabilities to any of the Liabilities which Lender may choose. Further, Lender may at any time,
either with or without consideration, surrender, release or receive any property or other security of any kind or nature whatsoever
held by it or any Person on its behalf or for its account securing any indebtedness of Borrower or any Liability, or substitute
any collateral so held by Lender for other collateral of like kind or of any kind, without notice to or further consent from Guarantor,
and such surrender, receipt, release or substitution shall not in any way affect the obligation of Guarantor hereunder. Lender
shall have full authority to adjust, compromise and receive less than the amount due upon any such collateral, and may enter into
any accord and satisfaction agreement as deemed advisable by Lender without affecting the obligation of Guarantor hereunder. Lender
shall be under no duty to undertake to collect upon such collateral or any part thereof, and shall not be liable for any negligence
or mistake in judgment in handling disposing of, obtaining, or failing to collect upon, or perfecting or maintaining a security
interest in, any such collateral and any such actions by Lender will not release Guarantor from any obligation under this Guarantee.


 


9.           WAIVERS
BY GUARANTOR. Guarantor waives: (i) notice of acceptance of this Guarantee by Lender and of the creation, extension or renewal
of any Liability to which it relates and of any default by Borrower; (ii) notice of presentment, demand for payment, notice of
dishonor or protest of any of Borrower’s obligations or the obligation of any Person held by Lender as collateral security
for any Liability; (iii) notice of the failure of any Person to pay to Lender any indebtedness held by Lender as collateral security
for any Liability; (iv) failure of Lender to obtain and perfect or maintain the perfection or priority of any security interest
or lien on property to secure any Liability; (v) any defense resulting from the failure of Lender to have any other Person execute
this Guarantee or execute any other guarantee relating to a credit facility granted to Borrower; (vi) any failure to promptly commence
suit against any party thereto or liable thereon or to give any notice to or make any claim or demand upon Guarantor or Borrower;
and (vii) all defenses, offsets and counterclaims which Guarantor may at any time have to any claim of Lender against Borrower.
No act, failure to act, or omission of any kind on the part of Guarantor, Borrower, Lender or any Person shall be a legal or equitable
discharge or release of Guarantor hereunder unless agreed to hereafter in writing by Lender. This Guarantee shall not be affected
by any change which may arise by reason of the death of Guarantor, or of any partner(s) of Guarantor, or of Borrower, or by reason
of the accession to any such partnership of any one or more new partners. Guarantor further agrees that this instrument shall continue
to be effective or be reinstated as the case may be, if at any time payment, or any part thereof, of the principal or interest
on any of the Liabilities is rescinded or must otherwise be restored or returned by Lender upon the insolvency, bankruptcy or reorganization
of Borrower, or otherwise, all as though such payment had not been made. In any claim by the Lender against the Guarantor, the
Guarantor may not claim or assert any set-off, counterclaim, claim or other right that either the Guarantor or the Borrower may
have against the Lender or any other person.


 


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10.           BORROWER
AUTHORIZATION. This Guarantee covers all Liabilities to Lender purporting to be made on behalf of Borrower by any officer, agent
or partner of Borrower, without regard to the actual authority of such officer, agent or partner to bind Borrower, and without
regard to the capacity of Borrower or whether the organization or charter of Borrower is in any way defective.


 


11.           STAY
OF ACCELERATION. If acceleration of the time for payment of any amount payable by the Lender in respect of the Liabilities is stayed
upon the insolvency, bankruptcy, arrangement or reorganization of the Borrower or any moratorium affecting the payment of the Liabilities,
all such amounts that would otherwise be subject to acceleration will nonetheless be payable by the Guarantor hereunder forthwith
on the demand by the Lender.


 


12.           PAYMENT
EVENTS, SUBROGATION RIGHTS. In the event of: (i) the death, incompetency, dissolution or insolvency (as defined in the Bankruptcy
and Insolvency Act (Canada) as in effect at the time) of Borrower or any Guarantor; or (ii) any final judgment for money damages
be entered against Borrower or any Guarantor in a court of competent jurisdiction and remains unsatisfied for a period of thirty
(30) days or more; or (iii) a majority of the outstanding voting securities of Borrower or any Guarantor is owned by any person
or entity, or any group of related persons or entities, other than any person or entity, or any group of related persons or entities,
that has such majority ownership as of the date of the execution of this Guarantee; or (iv) written notice from any Guarantor terminating
this Guarantee is received and acknowledged by Lender, and whether or not any such event occurs at a time when any Liabilities
are otherwise due and payable, Guarantor agrees to pay to Lender upon demand the full amount which would be payable hereunder by
Guarantor if all Liabilities were then due and payable. If a bankruptcy or insolvency action be filed by or against Borrower or
any Guarantor or if a receiver be appointed for any part of the property or assets of Borrower or any Guarantor, whether or not
such event occurs at a time when any of the Liabilities are otherwise due and payable, then simultaneously therewith Guarantor
will be obligated to pay to Lender the full amount which would be payable hereunder by Guarantor if all Liabilities were then due
and payable, all without notice or demand from Lender. Until all obligations of Guarantor to Lender have been paid in full, Guarantor
shall have no right of subrogation and hereby waives any right to enforce any remedy which Lender now has or may hereafter have
against Borrower and any benefit of, and any right to participate in, any collateral now or hereafter held by Lender.


 


13.           SUBORDINATION.
In the event that for any reason whatsoever, Borrower is now or hereafter becomes indebted to Guarantor, Guarantor agrees that
the amount of such indebtedness and all interest thereon shall at all times be subordinate as to lien, time of payment and in all
other respects to all Liabilities which are covered by this Guarantee, and that Guarantor shall not be entitled to enforce or receive
payment thereof until all sums then due and owing to Lender shall have been paid in full. If any payment shall have been made to
Guarantor by Borrower on any said indebtedness during any time that there are Liabilities outstanding, Guarantor shall hold in
trust all such payments for the benefit of Lender and shall make said payments to Lender to be credited and applied against the
Liabilities, whether matured or unmatured, in accordance with the discretion of Lender.


 


14.           REPRESENTATIONS
BY GUARANTOR. Guarantor represents that, at the time of the execution and delivery of this Guarantee, nothing exists to impair
the effectiveness of the obligation of Guarantor to Lender hereunder or this Guarantee becoming effective immediately.


 


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15.           REMEDIES
OF LENDER. Lender may at its option proceed in the first instance against Guarantor to collect any Liability, without first proceeding
against Borrower for said Liability, or any other Person liable for said Liability, and without first resorting to any property
at any time held by Lender as collateral security for any Liability and without any marshalling of assets whatsoever. Guarantor
further authorizes Lender, without notice or demand, to apply any indebtedness due or to become due to Guarantor from Lender in
satisfaction of any of the Liabilities and Guarantor’s obligation hereunder, including, but not limited to, the right to
set-off against any deposits of Guarantor with Lender. Lender shall further have any other rights provided by law or under any
other document, all of which rights are cumulative. The obligation of each Guarantor hereby created is joint and several, and Lender
is authorized and empowered to proceed against Guarantor or any of them, without joining Borrower or any other Guarantor. All of
said parties may be sued together, or any of them may be sued separately without first or contemporaneously suing the others. There
shall be no duty or obligation upon Lender, whether by notice or otherwise: (i) to proceed against Borrower or any other Guarantor;
(ii) to initiate any proceeding or exhaust any remedy against Borrower or any other Guarantor; or (iii) to give any notice to any
other Guarantor or Borrower, whatsoever, before bringing suit, exercising any rights to any collateral or security, or instituting
proceedings of any kind against Borrower, Guarantor or any of them.


 


16.           INUREMENT,
GOVERNING LAW, COSTS AND EXPENSES. This agreement shall bind any inure to the benefit of Lender, its successors and assigns, and
likewise shall bind an inure to the benefit of Guarantor, the heirs, executors, administrators, personal representatives, estates,
successors and assigns of the Guarantor. This agreement and its performance, interpretation and enforcement shall in all respects
be governed by the laws of the Province of Ontario and the laws of Canada applicable therein. Guarantor waives any and all privilege
and rights which Guarantor may have under provincial or territorial statute, relating to venue, as it now exists or may hereafter
be amended. Any legal action brought on this Guarantee may, at Lender’s discretion, be brought in the appropriate court for
the jurisdiction in which the Lender’s address, indicated above, is located or in such other court as provided by law. If
any legal action or actions are instituted by Lender to enforce any of its rights against Guarantor hereunder, then Guarantor,
jointly and severally, agrees to pay Lender all expenses incurred by Lender relative to such legal action or actions, on a substantial
indemnity basis.


 


17.           WAIVER
OF BORROWER DEFENSES. Guarantor hereby ratifies, confirms, and adopts all the terms, conditions, agreements and stipulations of
all notes and other evidences of the Liabilities heretofore or hereafter executed. Guarantor also waives and renounces any defense
to any of the Liabilities which may be available to or could be asserted by Borrower, except for payment.


 


18.           FINANCIAL
STATEMENTS. At the request of Lender, Guarantor shall, from time to time, prepare and deliver to Lender a complete and current
financial statement setting forth all the assets and liabilities of Guarantor (and to the extent any Person other than Guarantor,
including a spouse of Guarantor, has any interest in said assets or is jointly liable for any of said liabilities, said matters
shall be set forth in their entirety in the financial statements), signed by Guarantor under oath as being true and correct.


 


19.           INDEPENDENT
DETERMINATION OF FACTS. Guarantor’s execution of this Guarantee was not based upon any facts or materials provided by Lender,
nor was Guarantor induced to execute this Guarantee by any representation, statement or analysis made by Lender. Guarantor acknowledges
and agrees that Guarantor assumes sole responsibility for independently obtaining any information or reports deemed advisable by
Guarantor with regard to Borrower or any other Guarantor, and Guarantor agrees to rely solely on the information or reports so
obtained in reaching any decision to execute or not to terminate this Guarantee. Guarantor and agrees that Lender is and shall
be under no obligation now or in the future to furnish any information to Guarantor concerning Borrower, the Liabilities or any
other Guarantor, and that Lender does not and shall not be deemed in the future to warrant the accuracy of any information or representation
concerning the Borrower, any Guarantor or any other Person which may induce the Guarantor to execute, or not to terminate this
Guarantee.


 


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20.           MISCELLANEOUS.
All of the Lender’s rights and remedies are cumulative and those granted hereunder are in addition to any rights and remedies
available to the Lender under law. If any provision of this agreement or the application thereof to any Person or circumstances
shall, to any extent, be invalid or unenforceable, the remainder of this agreement or the application of such provision to Persons
or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby, and each provision
of this agreement shall be valid and enforceable to the full extent permitted by law. The failure or forbearance of Lender to exercise
any right hereunder, or otherwise granted to it by law or another agreement, shall not affect the obligation of Guarantor hereunder
and shall not constitute a waiver of said right. This Guarantee contains the entire agreement between the parties, and no provision
hereof may be waived, modified, or altered except by a writing executed by Guarantor and Lender. There is no understanding that
any Person other than or in addition to Guarantor shall execute this Guarantee. The captions to the paragraphs are for convenience
only and shall not be deemed a part of this Agreement.


 





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21.           JURY
WAIVER. GUARANTOR AND LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE THE RIGHT EITHER OF THEM MAY HAVE
TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION, WHETHER IN CONTRACT OR TORT, AT LAW OR IN EQUITY, BASED HEREON, OR ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT AND OTHER DOCUMENT OR INSTRUMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH,
OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY HERETO. THIS PROVISION
IS A MATERIAL INDUCEMENT FOR LENDER TO EXTEND, OR TO CONTINUE TO EXTEND, CREDIT OR OTHER FINANCIAL ACCOMMODATIONS TO BORROWER.
FURTHER, GUARANTOR HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF LENDER, NOR THE LENDER’S COUNSEL HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT LENDER WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL
PROVISION. NO REPRESENTATIVE OR AGENT OF THE LENDER, NOT LENDER’S COUNSEL HAS THE AUTHORITY TO WAIVE, CONDITION, OR MODIFY
THIS PROVISION.


 


Guarantor has read, understands, and agrees to the provisions
of this Guarantee and has executed the same voluntarily, under seal, with full authority and with the intent to be legally bound
by its terms, conditions, and obligations.


 


«ClosingDate»


 


	 	«Guarantor»
	 	 
	 	 	(SEAL)
	 	 
	 	Name:	«Guarantor»
	 	 
	 	Address:	«Address1»
	 	 	«Address2»
	 	 	«CityStateZip»
	 	 
	 	Phone:	«PhoneNumber»
	 	 	 	 






    	 



    	 



    

  


Note to draft: If the guarantee is to be executed
by an individual and the governing law is the law of Alberta, the attached form must be completed by a Notary Public and such individual.


 


Guarantees Acknowledgement Act (Alberta)
(Section 3)


 


CERTIFICATE OF NOTARY PUBLIC


 


I hereby certify that:


 


1.● of the
City of ● in the Province of ●, the guarantor in the guarantee made as of ● between ● and ●, to which
this certificate is attached, appeared in person before me and acknowledged that [she] [he] had executed the guarantee.


 


2.I satisfied myself
by examination of [her] [him] that [she] [he] is aware of the contents of the guarantee and understands it.


 


Given at the City of ● in the Province of Alberta this
● day of ● 20● under my hand and seal of office.


 


	 	 
	 	A Notary Public in and for the Province of
	 	Alberta


 


STATEMENT OF GUARANTOR


 


I am the person named in this certificate.


 


	 	 
	●	 





 


 






 


1.Past Due Amount will include breakdown
of principal, interest and fees.


 



    	 



    	 



    


 


Exhibit B


 



    	 



    	 



    

 


EXHIBIT B


 


TO


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEMENT 


AND GUARANTY


 


FORM OF CANADIAN LOAN AGREEMENT


 


THIS LOAN AGREEMENT
(this “Agreement”) dated as of _______________, is made between _________________ (“Borrower”), a ___________________________
[incorporated]/[formed]under the laws of ______________, and SUNTRUST BANK (“Bank”), a Georgia banking corporation
having its principal office in Atlanta, Georgia.


 


WITNESSETH:


 


WHEREAS, Borrower engages
in the business of leasing and selling furniture, electronics, appliances, and other household goods and is a franchisee of Aaron’s,
Inc., a Georgia corporation formerly known as Aaron Rents, Inc. (“Aaron”);


 


WHEREAS, Borrower has
requested and Bank has agreed to provide financing to Borrower;


 


WHEREAS, Borrower and
Bank wish to enter into this Agreement to set forth the terms and conditions of Bank’s establishment of a credit facility
for Borrower;


 


THEREFORE, upon the
terms and conditions hereinafter stated, and in consideration of the mutual premises set forth above and other adequate consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


 


		1.	DEFINITIONS AND RULES OF CONSTRUCTION.



 


		1.1	As used in this Agreement, the following terms shall have the meanings set forth below (terms defined
in the singular to have the same meaning when used in the plural and vice versa):



 


“Aaron’s
Proprietary System” means Aaron’s proprietary point of sale software system, as modified from time to time, used
by Aaron and its franchisees, such as Borrower.


 


“Account”
means any right of Borrower to payment for goods sold or leased or for services rendered which is not evidenced by an Instrument
or Chattel Paper, whether or not earned by performance.


 


“Account Debtor”
means any Person who is liable on an Account.


 


“Advance”
means an advance of funds by Bank on behalf of Borrower pursuant to the Line of Credit Note or Revolving Note executed by Borrower.


 


“Agreement”
means this Loan Agreement and all exhibits, riders and schedules at any time executed by the parties and made a part hereof by
reference, either as originally executed or as hereafter amended, restated, modified or supplemented from time to time.


 



    	 



    	 



    

 


“Applicable
Law” means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant or Loan Documents
in question, including, without limitation, all applicable law and equitable principles; all provisions of all applicable state,
provincial, territorial and federal constitutions, statutes, rules, regulations and orders of governmental bodies; and all orders,
judgments and decrees of all courts and arbitrators.


 


“Approved
Invoice” means an invoice for the aggregate purchase price of Merchandise purchased by Borrower with a purchase order
approved by Aaron.


 


“Asset Disposition”
means (i) all sales of Merchandise; (ii) all Merchandise which is determined to have been stolen; (iii) all Merchandise that is
destroyed, lost or otherwise removed from the premises of Borrower other than pursuant to a Lease Contract or by outright sale
or for repair work; and (iv) all “skipped” Merchandise which is Merchandise subject to a Lease Contract.


 


“Asset Disposition
Prepayment” shall have the meaning set forth in Section 2.12(ii) hereof.


 


“Bank”
means SunTrust Bank and its successors and assigns.


 


“BIA”
means the Bankruptcy and Insolvency Act (Canada), as it may be amended from time to time.


 


“Books and
Records” means all of Borrower’s books and records evidencing or relating to its business, financial condition
or the Collateral, including, but not limited to, all customer lists, ledgers, invoices, purchase orders, financial statements,
computer tapes and disks.


 


“Borrowing
Base” shall mean, on any date of determination, an amount equal to [___] multiplied by Rental Revenue for the most recently
ended three calendar months.


 


“Borrowing
Base Report” shall have the meaning set forth in Section 2.5(iv) hereof.


 


“Business
Day” means any day other than a Saturday, Sunday or a day on which commercial banks in Toronto, Ontario are authorized
by law to close.


 


“Business
PAD” shall have the meaning set forth in the Pre-Authorized Debt Rules.


 


“CCAA”
means the Companies Creditors Arrangement Act (Canada), as it may be amended from time to time.


 


“Chattel Paper”
shall have the meaning ascribed to it in the PPSA.


 


“Closing Date”
means for (i) the Revolving Commitment, the date set forth in the Revolving Note on which all Loan Documents have been executed
and delivered and the conditions precedent to funding an Advance thereunder have been satisfied, (ii) the Term Loan, the date set
forth in the Term Note on which all Loan Documents have been executed and delivered and the conditions precedent to funding the
loan have been satisfied and (iii) the Line of Credit Commitment, the date set forth in the Line of Credit Note on which all Loan
Documents have been executed and delivered and the conditions precedent to funding an Advance thereunder have been satisfied.


 


“Closing Fee”
shall have the meaning given to such term in Section 2.13 hereof.


 


“Collateral”
shall have the meaning given to such term in the Security Agreement.


 



    	2



    	 



    

 


“Collateral
Agreement” means an agreement executed by Borrower and any other Persons primarily or secondarily liable for all or part
of the Loans or granting a security interest to Bank in specified Collateral as security for the Loans, including without limitation,
this Agreement and any Guaranties.


 


“Commitment
Fee” shall have the meaning set forth in Section 2.14 hereof.


 


“Debt”
means (i) indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade accounts
payable on customary terms in the ordinary course of business), (ii) financial obligations evidenced by bonds, debentures, notes
or other similar instruments, (iii) financial obligations as lessee under leases which shall have been or should be, in accordance
with GAAP, recorded as capital leases, and (iv) obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness
or financial obligations of others of the kinds referred to in clauses (i) through (iii) above.


 


“Debt Service”
means, for any particular period, the total required payments of principal (excluding any payments of principal required to be
made as a result of any Asset Disposition), interest and fees made by Borrower with respect to its Debt during such period to the
extent that such Debt arises pursuant to this Agreement or any other financing arrangement with respect to Merchandise.


 


“Default Condition”
means the occurrence of any event which, after satisfaction of any requirement for the giving of notice or the lapse of time, or
both, would become an Event of Default.


 


“Default Rate”
means the annual percentage interest rate applied to the principal of the Loans not paid when due under the terms of the applicable
Loan Documents, which rate shall equal the sum of two percent (2%) per annum plus the Floating Rate.


 


“Delinquent
Payment Fee” shall have the meaning set forth in Section 2.15 hereof.


 


“Environment”
means the component of the Earth, and includes (i) land, water and air, including all layers of the atmosphere; (ii) all organic
and inorganic matter and living organisms; and (iii) the interacting natural systems that include components referred to in paragraphs
(i) and (ii).


 


“Environmental
Laws” means federal, provincial, local and foreign laws, principles of common law, regulations and codes, as well as
orders, decrees, judgments or injunctions issued, promulgated, approved or entered thereunder relating to pollution, protection
and presentation of the environment or occupational health and safety, including, but not limited to the release or threatened
release of Hazardous Substances into the Environment or otherwise relating to the presence, manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Substances.


 


“Equipment”
means all machinery, equipment, furniture, fixtures, motor vehicles and other tangible personal property (other than Inventory)
of Borrower, including, but not limited to, all items described on the Equipment Schedule (if attached) and all substitutions and
replacements thereof.


 


“Event of
Default” shall have the meaning set forth in Section 9 hereof.


 


“FCTA”
means Borrower’s Foreign Currency Transaction Account held with Bank into which Bank shall deposit the Advances for the purpose
of paying, by means of SWIFT transfer, Approved Invoices arising from purchases of Merchandise from a supplier, including any freight
charges to the extent Aaron consents thereto.


 



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“Floating
Rate” means a rate of interest per annum equal to the Prime Rate plus an additional [four] percent ([4.00%]1)
per annum, such rate to change as and when the Prime Rate changes.


 


“Franchise
Agreement” means the written agreement between Aaron and Borrower whereby Borrower is authorized to establish an “Aaron’s”
franchise.


 


“GAAP”
means generally accepted accounting principles in Canada, consistently applied.


 


“Guarantor”
means each Person who now or hereafter guarantees payment of the whole or any part of the Loan Indebtedness.


 


“Guaranty”
means any guaranty agreement executed by each of the partners, shareholders, and where not prohibited by law, the spouses of such
persons, of Borrower, or such other Persons as may be required by Bank, in favor of Bank with respect to the obligations of Borrower
with respect to the Loans in the form provided by Bank, as the same may be amended, restated or supplemented from time to time.


 


“Hazardous
Substances” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, industrial
substance or waste, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste, including
without limitation, any such substance regulated under or defined by any Environmental Law.


 


“Instrument”
shall have the meaning ascribed to it in the PPSA.


 


“Inventory”
means all inventory of Borrower, including, without limitation, all raw materials, work in process, finished goods, goods being
leased pursuant to Lease Contracts, and other goods held by Borrower for sale or lease or furnished under contracts of service.


 


“Lease Contract”
means a contract between Borrower and a customer to lease Merchandise in the form approved by Aaron (and which may included purchase
options).


 


“Lien”
means any interest in property securing an obligation, whether such interest is based on the common law, statute or contract, including,
without limitation, a security interest, lien or security title arising from a security agreement, mortgage, security deed, trust
deed, pledge, hypothec or conditional sale, or a lease, consignment or bailment for security purposes.


 


“Line of Credit
Commitment” means the committed line of credit facility established by Bank in favor of Borrower in the amount set forth
in the Line of Credit Note and upon the terms described in this Agreement.


 


“Line of Credit
Loan” means a loan or an advance made by Bank to Borrower under its Line of Credit Commitment.


 


“Line of Credit
Note” means a note executed by Borrower in favor of Bank, substantially in the form of Exhibit A-1 attached hereto
in the committed principal amount of Bank’s Line of Credit Commitment evidencing the obligation of Borrower to repay its
Line of Credit Loans.


 


“Loan Account”
means the internal bank loan account established by Bank for Borrower.


 





 



1
Note:This interest rate shall be as designated by Aaron’s in the applicable loan Funding Approval
Notice.


 



    	4



    	 



    

 


 


“Loan Documents”
means this Agreement, the Notes, the Collateral Agreements, any other documents relating to the Loans delivered by Borrower or
any guarantor or surety thereof to Bank and any amendments thereto.


 


“Loan Indebtedness”
means all amounts due and payable by Borrower under the terms of the Loan Documents with respect to the Loans made thereunder,
including, without limitation, outstanding principal, accrued interest, any late charges, and all reasonable costs and expenses
of any legal proceeding brought by Bank to collect any of the foregoing (including without limitation, reasonable legal or attorneys’
fees).


 


“Loans”
means the Line of Credit Loans, Revolving Loans or Term Loans.


 


“Loan Term”
shall have the meaning set forth in Section 2.8(i) hereof.


 


“Material
Adverse Effect” means any materially adverse change in (i) the business, results of operations, financial condition,
assets or prospects of Borrower, taken as a whole, (ii) the ability of Borrower to perform its obligations under this Agreement,
or (iii) the ability of the Guarantors (taken as a whole) to perform their respective obligations under the Guaranty.


 


“Maturity
Date” means for (i) the Revolving Commitment, the date set forth in the Revolving Note, as it may be extended in accordance
with the provisions of Section 2.8, (ii) the Term Loan, the date set forth in the Term Note and (iii) the Line of Credit
Commitment, the date set forth in the Line of Credit Note, as it may be extended in accordance with the provisions of Section
2.8.


 


“Merchandise”
means goods distributed or sold to Borrower through Aaron.


 


“Net Book
Value” means, for any item of Merchandise, the cost of such Merchandise less accumulated depreciation as calculated in
accordance with the Aaron’s Proprietary System.


 


“Note”
means the Line of Credit Note, the Revolving Note, or the Term Note, as the case may be.


 


“Opening Date”
means with respect to each store location, the date determined by Aaron to be the opening date of such location in accordance with
its standard practice, as notified to Bank.


 


“PAD Authorization”
means a pre-authorized debit authorization executed by Borrower authorizing Bank to cause a specified account of Borrower to be
debited to pay amounts payable hereunder, such authorization to be in the form attached hereto as Exhibit E or such other
form as Bank may require from time to time.


 


“Payment Date”
means the last day of each calendar month; provided, however, if such day is not a Business Day, the next succeeding
Business Day which is also a US Business Day.


 


“Person”
means a corporation, an association, partnership, an organization, a business, a business trust, a limited liability company, an
individual, a government or political subdivision thereof or a governmental agency.


 


“Personal
PAD” shall have the meaning set forth in the Pre-Authorized Debit Rules.


 


“PPSA”
means the Personal Property Security Act as in effect from time to time in the Province of Ontario.


 



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“Pre-Authorized
Debit Rules” means Rule H-1 of the Canadian Payments Association, as the same may be amended, modified, supplemented,
restated, re-enacted or replaced from time to time.


 


“Prime Rate”
means, on any date of determination, the higher of (a) the reference rate of interest, expressed as an annual rate, publicly announced
or posted from time to time by Bloomberg on page BTMM for Canadian Money Market rates or (b) the average one month Bankers’
Acceptance rate quoted on Reuters Service, page CDOR, as at approximately 10:00 a.m. (Toronto, Ontario time) on such day plus 1%
per annum.


 


“Quarterly
Covenant Compliance Report” means that Quarterly Covenant Compliance Report substantially in the form of Exhibit C
attached hereto.


 


“Rental Revenue”
means, for any period, the gross revenues of Borrower from leases to the public of Borrower’s furniture inventory, computers,
electronics, appliances and lease equipment including, without limitation, all customer deposits, advance lease payments, waiver
fees, late fees, delivery fees, nonsufficient fund fees and reinstatement fees, but excluding all retail sales proceeds, goods
and services tax, harmonized sales tax or provincial sales taxes.


 


“Revolving
Commitment” means the committed revolving facility established by the Bank in favor of Borrower in the amount
set forth in the Revolving Note and upon the terms described in this Agreement.


 


“Revolving
Loan” means a loan or an advance made by the Bank to the Borrower under its Revolving Commitment.


 


“Revolving
Note” means a note executed by Borrower in favor of Bank, substantially in the form of Exhibit A-3 attached hereto,
in the committed principal amount of the Bank’s Revolving Commitment evidencing the obligation of the Borrower to repay its
Revolving Loans.


 


“Security
Agreement” means a security agreement made by Borrower in favour of Bank substantially in the form attached hereto as
Exhibit D attached hereto.


 


“Set Interval”
shall have the meaning set forth in the Pre-Authorized Debit Rules.


 


“Solvent”
means, as to any Person, such Person (i) is able to pay, and does pay, its debts as they mature and (ii) has a positive tangible
net worth determined in accordance with GAAP.


 


“Sporadic”
shall have the meaning set forth in the Pre-Authorized Debit Rules.


 


“Spousal Consent”
means any agreement provided by the spouse of any Person executing a Guaranty to the extent such spouse has not personally executed
a Guaranty, to be substantially in the form provided by Bank.


 


“Subsidiary”
means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by
Borrower.


 


“SWIFT”
means Society for Worldwide Interbank Financial Telecommunication.


 


“Term Loan”
means a single loan made by Bank to Borrower in an amount not to exceed the Term Loan Commitment.


 



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“Term Loan
Commitment” means the obligation of Bank to make a Term Loan in favor of Borrower in the amount set forth in the Term
Note and upon the terms described in this Agreement.


 


“Term Note”
means a note executed by Borrower in favor of Bank, substantially in the form of Exhibit A-2 attached hereto in the committed
principal amount of Bank’s Term Loan Commitment evidencing the obligation of Borrower to repay its Term Loan.


 


“US Business
Day” means any day other than a Saturday, Sunday or a day on which commercial banks in Atlanta, Georgia are authorized
by law to close.


 


		1.2	Accounting Terms and Determination. Accounting terms used in this Agreement such as “amortization,”
“depreciation,” “interest expense,” and “tangible net worth” shall have the meaning normally
given them by, and shall be calculated (both as to amounts and classification of items) in accordance with, GAAP. Any pronoun used
herein shall be deemed to cover all genders. All references to statutes and related regulations shall include any amendments of
same and any successor statutes and regulations, and all references to any instruments or agreements, including, without limitation,
references to any of the Loan Documents, shall include any and all modifications or amendments thereto and any and all extensions
or renewals thereof.



 


		1.3	Interest Calculation and Payments. Unless otherwise stated, wherever in this Agreement reference
is made to a rate of interest “per annum” or a similar expression is used, such interest will be calculated
on the basis of a calendar year of 360 days, as the case may be, and using the nominal rate method of calculation and not the effective
rate method of calculation or on any other basis that gives effect to the principle of deemed reinvestment of interest. Interest
will continue to accrue after maturity and default and/or judgment, if any, until payment thereof, and interest will accrue on
overdue interest, if any.



 


		1.4	Interest Act (Canada). For the purposes of this Agreement, whenever interest to be paid
hereunder is to be calculated on the basis of 360 days or any other period of time that is less than a calendar year, the yearly
rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate so determined multiplied by
the actual number of days in the calendar year in which the same is to be ascertained and divided by 360 or such other number of
days in such period, as the case may be.



 


		1.5	Currency. All references herein to currency or to $ are to lawful currency of Canada.



 


		2.	LOAN; USE OF PROCEEDS.



 


		2.1	Establishment of FCTA; Loan Account.



 


(i)          Prior to the Closing
Date, Bank shall (unless the Borrower has only a Term Loan) establish a FCTA for Borrower.


 


(ii)          Prior to the
Closing Date, Bank shall also establish on its books an internal loan account in Borrower’s name (the “Loan Account”)
in which Bank shall record, in accordance with customary accounting practice, all charges, expenses and other items properly chargeable
to Borrower; all payments made by Borrower on account of indebtedness evidenced by the Loan Account; all proceeds of Collateral
which are finally paid to Bank at its office in cash or solvent credits; and other appropriate debits and credits. The debit balance
of the Loan Account shall reflect the amount of Borrower’s Loan Indebtedness from time to time by reason of the Loans and
other appropriate charges hereunder. At least once each month, Bank shall render a statement of account for the Loan Account, which
statement shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to
the contrary within thirty (30) days after Bank’s sending of said statement to Borrower.


 



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		2.2	Establishment of Line of Credit Loan. Any Line of Credit Commitment now or hereafter committed
to by Bank pursuant to which Borrower shall execute and deliver to Bank a Line of Credit Note shall be governed by and issued pursuant
to the provisions, terms and conditions set forth herein.



 


		2.3	Line of Credit Advances.



 


(i)          Upon Borrower’s
execution of this Agreement and a Line of Credit Note and compliance with the terms of this Agreement ,and subject to Bank’s
confirmation if requested by Aaron that Bank has a first priority security interest in the Collateral, Bank shall notify Borrower
that Borrower may request Advances pursuant to the Line of Credit Commitment. Bank shall make such Advances into the FCTA for the
sole purpose of honoring requests from Borrower, made through Aaron by fax, email or other electronic form of notification to Aaron
by 12:00 noon (Atlanta, Georgia time) on the last Business Day immediately prior to the 10th or the 25th
day of each month, for SWIFT transfers to suppliers of Merchandise in payment of Approved Invoices, including any freight charges
to the extent Aaron consents thereto, or with Aaron’s consent, to Borrower’s own account for the payment of sales use
taxes. Borrower shall not use the FCTA for any purpose other than as contemplated by this Agreement. The maximum principal amount
of Advances under the Line of Credit Commitment at any time outstanding shall not exceed the committed amount of the Line of Credit
Commitment. Each Advance shall be in the amount of not less than $500.


 


(ii)          Borrower shall
submit purchase order requests for Merchandise to Aaron from time to time. In the event that the purchase order is authorized pursuant
to the Franchise Agreement, Aaron will prepare the purchase order and submit the same to the appropriate supplier requested by
Borrower. The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will be responsible for (a)
inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (b) paying all freight and
other shipping and/or insurance charges arising in connection therewith with funds other than the proceeds of Loans, unless otherwise
agreed by Aaron. The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower
wishes to pay such invoice, Borrower, subject to availability of the Line of Credit Commitment and the minimum borrowing threshold,
shall pay such invoice by requesting, by way of fax, email or other electronic form of notification by 12:00 noon (Atlanta, Georgia
time) on the last Business Day immediately prior to the 10th or the 25th day of each month, that Aaron direct
Bank to pay such invoice by initiating a SWIFT transfer from Borrower’s FCTA to the applicable vendor and Bank shall be entitled
to rely on such request from Aaron as if it had been made directly by the Borrower. Any directions for SWIFT transfers transmitted
by Aaron to Bank prior to 12:00 noon (Atlanta, Georgia time) on the Business Day immediately preceding the 10th or the
25th day of a month, shall be paid by Bank no later than the next Business Day thereafter, unless Borrower is otherwise
notified by Aaron or Bank.


 


(iii)          Upon receipt
of the request for a SWIFT transfer (provided, however, that such request relates to an Approved Invoice), Bank shall
honor such request by making an Advance pursuant to the Line of Credit Commitment in the amount of such request into Borrower’s
FCTA and forwarding such amount to the supplier by means of a SWIFT transfer in accordance with the instructions of Borrower. Upon
receipt of any request to deposit funds into an account in the name of Borrower and receipt of Aaron’s approval thereof,
Bank shall honor such request by making an Advance pursuant to the Line of Credit Commitment in the amount of such request into
Borrower’s FCTA and automatically forwarding such amount to such account of Borrower by means of a SWIFT transfer in accordance
with the instructions of Borrower. In the event that a request for a SWIFT transfer is presented for payment and Borrower’s
availability pursuant to the Line of Credit Commitment is insufficient to honor such request, Bank may, but shall have no obligation
to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due and payable upon demand. At the
end of each calendar month, Bank shall provide Borrower with a monthly FCTA statement in the form customarily used by Bank for
its commercial customers and a loan account statement.


 



    	8



    	 



    

 


(iv)          The aggregate
amount of Advances made to Borrower during such month shall be amortized into twenty-four (24) equal payments of principal due
and payable on the next succeeding Payment Dates; provided, however, that, in the event that Bank terminates the
Line of Credit Commitment as provided in Section 2.8 below, all outstanding amounts shall be due and payable on the 24th Payment
Date following such termination.


 


		2.4	Establishment of Revolving Loan. Any Revolving Commitment now or hereafter committed to
by Bank pursuant to which Borrower shall execute and deliver to Bank a Revolving Note shall be governed by and issued pursuant
to the provisions, terms and conditions set forth herein.



 


		2.5	Revolving Advances.



 


(i)          Upon Borrower’s
execution of this Agreement and a Revolving Note and compliance with the terms of this Agreement and subject to Bank’s confirmation
if requested by Aaron that Bank has a first priority security interest in the Collateral, Bank shall notify Borrower that Borrower
may request Advances pursuant to the Revolving Commitment. Bank shall make such Advances into the FCTA for the sole purpose of
honoring requests from Borrower, made through Aaron by fax, email or other electronic form of notification to Aaron by 12:00 noon
(Atlanta, Georgia time) on the Business Day immediately preceding the 10th or the 25th day of each month,
to purchase inventory, and to the extent permitted by Aaron, to pay sales and use taxes and freight charges. Borrower shall not
use the FCTA for any purpose other than as contemplated by this Agreement. The maximum principal amount of Advances under the Revolving
Commitment at any time outstanding shall not exceed the lesser of (A) the committed amount of the Revolving Commitment and (B)
(1) the Borrowing Base, as most recently reported by Aaron to Bank pursuant to Section 2.5(iv) hereof minus (2) the outstanding
principal amount of the Term Loan (such lesser amount herein referred to as the “Revolver Availability”). Each
Advance shall be in the amount of not less than $500.


 


(ii)          Borrower shall
submit purchase order requests for Merchandise to Aaron from time to time. In the event that the purchase order is authorized pursuant
to the Franchise Agreement, Aaron will prepare the purchase order and submit the same to the appropriate supplier requested by
Borrower. The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will be responsible for (a)
inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (b) paying all freight and
other shipping and/or insurance charges arising in connection therewith with funds other than the proceeds of Loans, unless otherwise
agreed by Aaron. The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower
wishes to pay such invoice by Advance pursuant to the Revolving Commitment, Borrower, subject to the Revolver Availability, shall
pay such invoice by requesting, through fax, email or other electronic form of notification, that Aaron direct Bank to pay such
invoice by initiating a SWIFT transfer from Borrower’s FCTA to the applicable vendor and Bank shall be entitled to rely on
such request from Aaron as if it had been made directly by the Borrower. Any directions for such SWIFT transfers transmitted by
Aaron to Bank prior to 12:00 noon (Atlanta, Georgia time) on any Business Day immediately preceding the 10th or the
25th day of any month, shall be paid by the Bank no later than the next Business Day thereafter, unless Borrower is
otherwise notified by Aaron or the Bank.


 



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(iii)          Upon receipt
of the request for a SWIFT transfer (provided, however, that such request relates to an Approved Invoice), the Bank shall honor
such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into Borrower’s FCTA
and automatically forwarding such amount to the supplier by means of a SWIFT transfer in accordance with the instructions of Borrower.
Upon receipt of any request to deposit funds into an account in the name of Borrower and receipt of Aaron’s approval thereof,
the Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into
Borrower’s FCTA and automatically forwarding such amount to such account of Borrower by means of a SWIFT transfer in accordance
with the instructions of Borrower. In the event that a request for a SWIFT transfer is presented for payment and Borrower’s
availability pursuant to the Revolving Commitment is insufficient to honor such request, the Bank may, but shall have no obligation
to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due and payable upon demand. At the
end of each calendar month, Bank shall provide Borrower with a monthly FCTA statement in the form customarily used by Bank for
its commercial customers and a loan account statement.


 


(iv)          On the fifth
Business Day of each month, for a Borrower with a Revolving Loan (as determined on the last day of the preceding calendar month),
Aaron shall calculate the Borrowing Base and report the same to Bank in writing (the “Borrowing Base Report”),
and Bank shall be entitled to rely conclusively upon such information. Upon receipt of the Borrowing Base Report, Bank shall input
such information into Bank’s loan records to be effective as of the date which is two Business Days after receipt of such
information. On the 15th day of each calendar month, Bank shall mail to Borrower a bill setting forth the total amount
of principal (to the extent that the Revolving Availability is less than zero) and interest due on the next Payment Date which
bill shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to the
contrary within thirty (30) days after Bank’s sending of said bill to Borrower. In addition, Bank, on the date which is two
Business Days after receipt of the Borrowing Base Report from Aaron, shall notify Borrower in writing (including facsimile) of
the new Borrowing Base for Borrower and shall require that Borrower repay on the next Payment Date any additional Advances made
since the date of the preparation of the statement for such Payment Date if necessary to avoid any overadvance as of such date
and such amount (in addition to any amounts set forth in the bill to Borrower) shall be due and payable on the next Payment Date.


 


2.6 Term
Loan. Any Term Loan Commitment now or hereafter committed to by Bank pursuant to which Borrower shall execute and deliver to
Bank a Term Note shall be governed by and issued pursuant to the provisions, terms and conditions set forth herein. Upon Borrower’s
execution of this Agreement and a Term Note and compliance with the terms of this Agreement and subject to Bank’s confirmation
if requested by Aaron that Bank has a first priority security interest in the Collateral, Bank may make a Term Loan to Borrower
in a principal amount not to exceed the Term Loan Commitment; provided, however, that if for any reason the full
amount of Bank’s Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically
be cancelled.


 


		2.7	Repayment.



 


(i)          Line of Credit
Loans. Payments of principal for Line of Credit Loans shall be due and payable by Borrower to Bank on each Payment Date and
subject to the provisions of Section 2.8 below, on the Maturity Date for the Line of Credit Commitment, unless sooner accelerated
in accordance with the terms hereof.


 


(ii)          Revolving
Loans. Payments of principal for Revolving Loans shall be due and payable by Borrower to Bank, subject to the provisions of
Section 2.10(b) below, on the Maturity Date for the Revolving Commitment, unless sooner accelerated in accordance with the terms
hereof.


 



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(iii)          Term Loans.
Payments of principal for Term Loans shall be due and payable by Borrower to Bank in installments payable on the dates set forth
in the Term Note, provided, however, that, to the extent not previously paid, the aggregate unpaid principal balance
of the Term Loans shall be due and payable on the Maturity Date for the Term Loan.


 


(iv)          Except as provided
below, all payments of principal of, or interest on, the Loans (including Asset Disposition Prepayments) and all other sums due
under the terms of the Loan Documents at Set Intervals shall be made by way of pre-authorized debit from an account at a financial
institution in Canada specified by Borrower. All voluntary prepayments of the Loan shall be made to Bank at the Lender’s
Account by way of SWIFT transfer of immediately available funds or by pre-authorized debit from an account at a financial institution
in Canada specified by Borrower.


 


		2.8	Loan Term; Voluntary Termination.



 


(i)          The original term
of the Line of Credit Commitment shall be for a period of 364 days from the Closing Date (the “Loan Term”).
Thereafter, the Loan Term may be extended from time to time in the sole discretion of the Bank for an additional period up to 364
days (the “Extended Loan Term”) by written notice from Bank to Borrower unless either party terminates the Line
of Credit Commitment as set forth hereunder. Upon written notice to the Bank, the Borrower may, at its option, terminate the Line
of Credit Commitment. The Bank may, at its option, terminate the Line of Credit Commitment, which termination will occur on the
earlier of: (x) on the then-current Maturity Date should the Bank determine it will not extend the Line of Credit Commitment beyond
the Loan Term or the Extended Loan Term, as provided for in the immediately preceding sentence and without further notice or action
by the Bank, or (y) upon ninety (90) days prior written notice to the Borrower for any termination other than on the then-current
Maturity Date. Bank may also terminate the Line of Credit Commitment pursuant to Section 10 hereof. Upon the effective date
of a termination of the Line of Credit Commitment effected by Borrower, the principal of and all accrued but unpaid interest on
the Loan Indebtedness in respect of the Line of Credit Loans shall be forthwith due and payable, but all of the duties and covenants
of Borrower hereunder, and all rights, remedies and privileges of Bank under this Agreement and Bank’s security interest
in the Collateral, shall continue in full force and effect until all of the Loan Indebtedness in respect of the Line of Credit
Loans is fully and finally paid. In the event Bank elects to terminate, (a) Bank shall continue to make Advances until the effective
date of the termination and (b) Advances outstanding at the effective date of the termination shall be repaid according to the
twenty-four (24) month amortization schedule provided above, provided, however, that, notwithstanding the foregoing
all outstanding Loan Indebtedness in respect of the Line of Credit Loans shall be due and payable in full on the 24th
Payment Date following termination of the Line of Credit Commitment by Bank. Nothing set forth in this Section 2.8(i) shall
be deemed to limit the ability of Bank to declare all amounts outstanding under the Line of Credit Note immediately due and payable
upon the occurrence of an Event of Default hereunder as provided herein.


 


(ii)          The original
term of the Revolving Commitment shall terminate on the Maturity Date, subject to Section 10 hereof, which may be extended from
time to time in the sole discretion of the Bank for an additional period up to 364 days (the “Extended Loan Term”)
by written notice from Bank to Borrower, unless either party terminates the Loan as set forth hereunder. The Bank may, at its option,
terminate the Revolving Commitment, which termination will occur on the then-current Maturity Date without further notice or action
by the Bank. Upon the termination of the Revolving Commitment, the principal of and all accrued but unpaid interest on the Loan
Indebtedness shall be forthwith due and payable, but all of the duties and covenants of Borrower hereunder, and all rights, remedies
and privileges of Bank under this Agreement and Bank’s security interest in the Collateral, shall continue in full force
and effect until all of the Loan Indebtedness is fully and finally paid.


 



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(iii)          The Term Loan
shall terminate on the Maturity Date for the Term Loan set forth in the Term Note, which date shall be no more than two years from
the Closing Date, subject to Section 10 hereof. Upon the termination of the Term Loan, the principal of and all accrued but
unpaid interest on the Loan Indebtedness shall be forthwith due and payable, but all of the duties and covenants of Borrower hereunder,
and all rights, remedies and privileges of Bank under this Agreement and Bank’s security interest in the Collateral, shall
continue in full force and effect until all of the Loan Indebtedness is fully and finally paid.


 


		2.9	Interest.



 


(i)          From and after
the date hereof, interest shall accrue on the unpaid principal amount of the Loan Indebtedness at the Floating Rate. Interest shall
be calculated daily and shall be computed on the basis of actual days elapsed over the period of a 360 day year. Interest shall
be payable in arrears on each Payment Date and on the Maturity Date, whether due to acceleration or otherwise. Any principal balance
outstanding pursuant to a Loan Commitment not paid when due shall bear interest at a rate of interest per annum equal to the Default
Rate, such interest to be payable upon demand. After the occurrence of an Event of Default and during the continuance thereof,
the outstanding principal balance of the Loans shall bear interest at the Default Rate, which shall be payable on demand.


 


(ii)          In no contingency
or event whatsoever shall the amount paid or agreed to be paid to Bank for the use, forbearance or detention of money advanced
under this Agreement exceed the highest lawful rate permissible under Applicable Law. It is the intent hereof that Borrower will
not pay or contract to pay, and that Bank not receive or contract to receive, directly or indirectly in any manner whatsoever,
interest in excess of that which may be charged to and paid by Borrower under Applicable Law. All interest (and charges deemed
interest) paid or agreed to be paid to Bank shall, to the extent permitted by Applicable Law, be amortized, pro rated, allocated
and spread in equal parts throughout the full term hereof until payment in full of the principal amount of the Loan Indebtedness
owing hereunder (including the period of any renewal or extension hereof) so that interest on the principal amount of the Loan
Indebtedness outstanding hereunder for such full period will not exceed the maximum amount permitted by Applicable Law.


 


		2.10	Loan Prepayment.



 


(i)          Voluntary Prepayment.
Borrower shall have the right to prepay the Loans in whole or in part on any Payment Date, but subject to Borrower having provided
at least two (2) Business Days’ prior written notice to Bank. Partial prepayments of any Line of Credit Loan (other than
proceeds of Asset Dispositions which shall be applied as set forth in the following Section 2.10(ii)) shall be applied to
reduce the current month’s Advances with any excess prepayment applied to unpaid principal payments of the Loans in inverse
order of maturity.


 


(ii)          Mandatory
Prepayment. (i) For the Line of Credit Loan, mandatory prepayment shall be required for Asset Dispositions. For the Revolving
Loan, on any Payment Date on which the aggregate outstanding principal amount of the Revolving Loan exceeds the lesser of (x) the
Revolving Commitment or (y) (1) the Borrowing Base, as most recently reported to Borrower by Bank pursuant to Section 2.7(iv) hereof
minus (2) the outstanding principal balance of the Term Loan, Borrower shall prepay the Revolving Loans in the amount of such overadvance,
as notified to Borrower by Bank.


 


		2.11	Audits. Borrower hereby consents and authorizes Aaron or Bank or any agent or representative
thereof to conduct periodic field audits of Borrower. Such field audits may include, without limitation, examinations of the payment
receipts, tax returns, bank statements, loan statements, Lease Contracts, inventory on hand, computer-generated reports of Asset
Dispositions, Rental Revenue and other financial data necessary to determine the accuracy and validity of the reports, compliance
certificates, financial reports and other information forwarded to either of Bank or Aaron by Borrower in connection with the Loan.



 



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		2.12	Tracking of Merchandise; Asset Dispositions.



 


(i)          All Merchandise
financed by Bank must be serialized by means of the Aaron’s Proprietary System for appropriate reconciliation of Advances
and receipt of Merchandise and for purposes of tracking Asset Dispositions, if applicable. Borrower shall be obligated to furnish
serial numbers for all Merchandise purchased directly to Aaron on a weekly basis (and, if available, on a daily basis) by transmittal
of Borrower’s receiving report (containing Aaron’s Proprietary System numbers) directly to Aaron on the Aaron’s
Proprietary System. As set forth more fully below, Aaron will maintain and track such information as agent for Bank and Bank shall
at all times have access to such information.


 


(ii)          If Borrower has
a Line of Credit Note and an Asset Disposition occurs, Borrower shall immediately report such Asset Disposition to Aaron by means
of the Aaron’s Proprietary System, such information to include the Aaron’s Proprietary System numbers, and if assigned,
the serial numbers of the Merchandise subject to the Asset Disposition, the Net Book Value of such Merchandise and the proceeds
received by Borrower therefrom. Aaron, on a monthly basis, shall transmit all such information to Bank in a summary form. Based
solely on such information provided by Aaron, Bank will notify Borrower on a monthly basis, of the amount of the required prepayment
(the “Asset Disposition Prepayment”) of the aggregate outstanding amount of the Line of Credit Loan due on the
next Payment Date which amount shall be equal to the Net Book Value of the Asset Dispositions during the preceding month not applied
to Advances made during such month as set forth above, unless otherwise agreed to by Bank. Borrower shall be notified by Bank by
the Business Day next following the 25th day of each calendar month of the Asset Disposition Prepayment and payment
thereof shall be due on the next succeeding Payment Date.


 


		2.13	Closing Fee. On the Closing Date of each Loan, Borrower shall pay to Bank a closing fee
(“Closing Fee”) in the amount of $500 per store location.



 


		2.14	Commitment Fees.



 


(i)          Borrower shall
pay a commitment fee (the “Commitment Fee”) on any unused portion of the Line of Credit Commitment and the Revolving
Commitment in the amount of _________________% per annum, such Commitment Fee to be paid quarterly in arrears on every third Payment
Date, commencing on the third Payment Date after the Closing Date.


 


(ii)          All Commitment
Fees shall be paid on the dates due, in immediately available funds, to Bank.


 


		2.15	Delinquent Payment Fees. In the event that any payment due and payable hereunder is not
received by Bank on the Payment Date when due (including, without limitation, any payment not received as a result of the dishonour
of a pre-authorized debit or a return of a pre-authorized debit initiated by Borrower), Borrower shall, upon request from Bank,
pay to Bank a delinquent payment fee (the “Delinquent Payment Fee”) in an amount equal to the greater of (i)
one percent (1%) of the amount of the late payment and (ii) $500.00.



 



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		3.	COLLATERAL AND INSURANCE.



 


		3.1	Granting of Security Interest in Collateral. As security for the payment and performance
of all of the Loan Indebtedness, Borrower shall enter into the Security Agreement and grant Bank thereunder a continuing security
interest in its Collateral. The Loan Indebtedness shall also be secured by any other property (whether real or personal) in which
Borrower may have heretofore or concurrently herewith granted, or may hereafter grant, a Lien in favor of Bank.



 


		3.2	Form of Lease Contracts. All Lease Contracts will be (i) in a form prescribed by Aaron for
use by its franchisees, (ii) be transferable to Bank and (iii) contain the following provision:



 


“The undersigned consents
to the transfer of, or grant of a security interest in, any or all of the Lessor’s right, title and interest (residual or
otherwise) in and under this Agreement to any third party. No such transfer, grant of security interest or enforcement of security
interest will (a) affect the undersigned’s lease obligations or (b) change any duties of, or increase any burdens or risks
imposed on, the parties to this agreement.”


 


Immediately upon execution of the same,
all Lease Contracts shall be hereby assigned to Bank, and, immediately upon Bank’s request, delivered to Bank together with
any and all related documents, and will contain, by way of a stamp or as a part of the preprinted lease contract, the following
legend directly below Borrower’s customer’s signature:


 


“FOR VALUE RECEIVED, THIS
AGREEMENT HAS BEEN ASSIGNED TO SUNTRUST BANK AS COLLATERAL SECURITY AND THERE ARE NO DEFENSES AGAINST THE ASSIGNEE.”


 


Borrower will not assign, sell, pledge,
convey or by any other means transfer to any person other than Bank any Lease Contracts or Chattel Paper, without Bank’s
prior written consent.


 


		3.3	Other Documents. Borrower shall execute and deliver, or shall be caused to be executed and
delivered, to Bank such other instruments, agreements, assignments, notifications or other documents relating to the Collateral
as Bank may from time to time request in order to evidence, perfect or continue the perfection of Bank’s Liens upon any of
the Collateral.



 


		3.4	Insurance. Borrower shall maintain and keep in force insurance of the types and in the amounts
customarily carried in lines of business similar to Borrower’s and such other insurance as Bank may require, including, without
limitation, theft, fire, public liability, business interruption, casualty, property damage, and worker’s compensation insurance,
which insurance shall be carried with companies and in amounts satisfactory to Bank. All casualty and property damage insurance
shall name Bank as mortgagee, sole loss payee, or additional insured, as appropriate. Borrower shall deliver to Bank from time
to time, at Bank’s request, copies of all such insurance policies and certificates of insurance and schedules setting forth
all insurance then in effect. Each policy of insurance shall contain a clause requiring the insurer to give not less than thirty
(30) days’ prior written notice to Bank in the event of any lapse, termination or cancellation of the policy for any reason
whatsoever and a clause that the interest of Bank shall not be impaired or invalidated by any act or neglect of Borrower or owner
of the property nor by the occupation of the premises for purposes more hazardous than are permitted by said policy. All such insurance
policies shall contain such other provisions as Bank may require in order to protect Bank’s Lien in the collateral and Bank’s
right to receive payments under such policies. Borrower hereby appoints Bank as attorney in fact for Borrower to file claims under
any insurance policies, to receive, receipt and give acquittance for any payments that may be payable to Borrower thereunder, and
to execute any and all endorsements, receipts, releases, assignments, reassignments, or other documents that may be necessary to
effect the collection, compromise or settlement of any claims under any such insurance policies, which power of attorney shall
be deemed coupled with an interest and irrevocable so long as Bank shall have a Lien in any of the Collateral pursuant to this
Agreement. If Borrower shall fail to procure such insurance or to pay any premium with respect thereto, then Bank may, at its discretion,
procure such insurance or pay such premium and any costs so incurred by Bank shall constitute a part of the Loan Indebtedness.
Bank may apply the proceeds of any insurance policy received by Bank to the payment of any liabilities, whether or not due, in
such order of application as Bank shall determine. Borrower shall promptly furnish Bank with certificates or other evidence satisfactory
to Bank indicating compliance with the foregoing insurance requirements.



 



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		3.5	Validation and Collection of Accounts. Whether or not a Default Condition or an Event of
Default has occurred, Bank shall have the right, at any time or times hereafter, in the name of Bank or any designee of Bank to
verify the validity, amount or any other matter relating to any Accounts by mail, telephone or otherwise, and Borrower shall fully
cooperate with Bank in an effort to facilitate and promptly conclude any such verification process. Unless Bank shall at any time
following the occurrence of an Event of Default, elect to give notice to Account Debtors to make payments on the Accounts directly
to Bank, Borrower shall endeavor in the first instance to make collection of its Accounts for Bank. Borrower shall at the request
of Bank notify the Account Debtors of the security interest of Bank in any Account and Bank may itself at any time so notify Account
Debtors. Upon or after the occurrence of an Event of Default, Borrower shall (if and to the extent requested to do so by Bank)
notify the Account Debtors to make all payments owing to Borrower directly to Bank for application to the Loan Indebtedness.



 


		3.6	Maintenance of Collateral. Borrower shall maintain all Inventory and Equipment in good condition,
reasonable wear and tear excepted in the case of Equipment, and shall, as and when requested by Bank, provide Bank with a list
of all of the Equipment and evidence of ownership thereof. Borrower shall not permit any of the Equipment to become affixed to
any real property so that such Equipment is deemed a fixture under the real estate laws of the applicable jurisdiction.



 


		3.7	Expenses Relating to Collateral. Borrower shall pay Bank on demand an amount equal to any
and all expenses, including legal fees, incurred or paid by Bank in connection with Bank’s insuring, maintaining, protecting,
storing, safeguarding, or paying Liens with respect to any of the Collateral or otherwise discharging any duty or obligation of
Borrower with respect to any of the Collateral.



 


		3.8	Rights to Collateral. Bank shall have no duty to collect, protect or preserve the underlying
value of any Collateral or any income thereon or to preserve any rights against prior parties. Bank may exercise its rights and
remedies with respect to the Collateral without first resorting (and without regard) to any other security for the Loans or other
sources of payment or reimbursement for the Loan Indebtedness.



 


		4.	CONDITIONS PRECEDENT.



 


Borrower shall deliver
and Bank shall have received the following documents, each in form and substance satisfactory to Bank, as conditions precedent
of the Loans:


 


(i)          a validly executed
copy of this Agreement and the Security Agreement;


 


(ii)          the validly executed
Notes;


 



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(iii)          a validly executed
copy of a Guaranty of each partner or majority stockholder of Borrower, and to the extent not prohibited by Applicable Law, the
spouse of such Person together, in the case of the spouse, a certificate of independent legal advice with respect to the spouse’s
execution of such Guaranty; provided, however, that if such spouse is not providing a Guaranty, a validly executed
copy of the Spousal Consent;


 


(iv)          a validly executed
landlord’s waiver, in form and substance satisfactory to Bank, for each location leased by Borrower where the financed Merchandise
is located;


 


(v)           a validly executed
PAD Authorization in the form attached hereto as Exhibit E, authorizing Bank to debit Borrower’s bank account at a
Canadian financial institution specified therein for payments due hereunder at Set Intervals, including without limitation, Asset
Disposition Prepayments and mandatory prepayments of the Loans pursuant to Section 2.10(ii);


 


(vi)          evidence of Borrower’s
good standing;


 


(vii)         a validly executed
officer’s certificate or such other evidence acceptable to Bank evidencing Borrower’s corporate, partnership or other
necessary authorization of the Loans and incumbency; and


 


(viii)        a certificate
of insurance from an insurer acceptable to Bank evidencing Borrower’s compliance with Section 3.4 hereof and naming
Bank as loss payee/additional insured as follows:


 


Aaron’s Program Manager

SunTrust Bank

Program Lending

3333 Peachtree Road, N.E.


3rd Floor

Mail Code 1802

Atlanta, Georgia 30326


 


(ix)          a validly executed
authorization in favour of Aaron, authorizing Aaron to initiate SWIFT transfers from the FCTA to pay vendors in accordance with
Section 2.3(ii).


 


In addition, Bank shall have satisfied
itself that (y) all necessary steps have been taken and all necessary registrations have been made to perfect Bank’s security
interest in the Collateral, and (z) there are no Liens on any of the Collateral, and Bank shall be satisfied that all corporate
or partnership proceedings necessary for the authorization of the Loan shall have been taken and Bank shall have received any other
documents that it deems necessary or advisable.


 


		5.	BORROWER’S REPRESENTATIONS AND WARRANTIES.



 


To induce Bank to enter
into this Agreement, Borrower represents and warrants as follows:


 


		5.1	Organization and Qualification of Borrower. Borrower is _________________ under the laws
of the province shown on the first page hereof or under the laws of Canada, and is qualified to do business in all jurisdictions
where the character of its properties or the nature of its activities make such qualification necessary.



 



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		5.2	Corporate or Other Authority; No Violation of Other Agreements. The execution, delivery
and performance by Borrower of this Agreement and the other Loan Documents have been duly authorized by all necessary action on
the part of Borrower and do not and will not (i) violate any provision of Borrower’s articles of incorporation, by laws,
or other organizational documents or any Applicable Law, or (ii) be in conflict with, result in a breach of, or constitute (following
notice or lapse of time or both) a default under any agreement to which Borrower is a party or by which Borrower or any of its
property is bound. Each PAD Authorization has been executed by persons with signing authority in respect of the account at a Canadian
financial institution that is the subject of such PAD Authorization and any such PAD Authorization is a Business PAD and not a
Personal PAD.



 


		5.3	Enforceability. This Agreement and each of the other Loan Documents create legal, valid
and binding obligations of Borrower enforceable against Borrower in accordance with their respective terms.



 


		5.4	Entire Agreement. The Notes and accompanying Loan Documents executed in connection with
the Loans and delivered to Bank are the only contracts evidencing the transaction described herein and constitute the entire agreement
of the parties hereto with respect to the transaction.



 


		5.5	Genuineness of Signatures. The Notes and each accompanying Loan Document executed in connection
with the Loans are genuine and all signatures, names, amounts and other facts and statements therein and thereon are true and correct.



 


		5.6	Litigation. There are no actions, suits, proceedings or investigations pending or, to the
knowledge of Borrower, threatened before any court, tribunal or administrative or governmental agency that may, individually or
collectively, adversely affect the financial condition or business operations of Borrower.



 


		5.7	Financial Condition. Borrower’s financial statement previously delivered to Aaron,
fairly and accurately presents the financial condition of Borrower as of such date and has been prepared in accordance with GAAP
consistently applied, and since the date of that financial statement, there has been no material adverse change in the financial
condition of Borrower. Borrower is now and will remain Solvent.



 


		5.8	Taxes. All federal, provincial and local tax returns have been duly filed, and all taxes,
assessments and withholdings shown on such returns or billed to Borrower have been paid, and Borrower maintains adequate reserves
and accruals in respect of all such federal, provincial and other taxes, assessments and withholdings. There are no unpaid assessments
pending against Borrower for any taxes or withholdings, and Borrower knows of no basis therefor.



 


		5.9	Compliance with Laws. Borrower has duly complied with, and its properties and business operations
are in compliance in all material respects with, the provisions of all Applicable Laws, including, without limitation, all Environmental
Laws. Borrower possesses all permits, franchises, licenses, trademark rights, trade names, patents and other authorizations necessary
to enable it to conduct its business operations as now conducted, and no filing with, and no consent, authorization, order or license
of, any Person is necessary in connection with the execution or performance of this Agreement or the other Loan Documents.



 


		5.10	No Default. No Default Condition or Event of Default exists.



 



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		5.11	Accounts. Each Account arises out of a bona fide lease or sale and delivery of goods or
rendition of services by Borrower and, unless otherwise indicated by Borrower to Bank in writing promptly after learning thereof,
the facts appearing on the invoice evidencing such Account and Borrower’s books relating thereto are true and accurate and
payment thereof is not subject to any known dispute, offset or claim except for discounts granted in the ordinary course of Borrower’s
business that are reflected on the face of such invoice.



 


		5.12	Use of Proceeds. None of the proceeds of any Advances by Bank or the Term Loan have been
or will be used to purchase or carry (or to satisfy or refinance any indebtedness incurred to purchase or carry) any “margin
stock” (as defined in Regulation U of the Federal Reserve Board). Advances shall be made for the sole purposes of honoring
requests for SWIFT transfers to (i) suppliers of Merchandise in payment of Approved Invoices, and (ii) other accounts specified
by Borrower with respect to Advances made for working capital purposes, subject to the approval of Aaron, which requests have been
made to Aaron as provided in Section 2.3(i) or Section 2.3(ii), or upon the consent of Aaron, for the purpose of payment
of freight charges (but not for the purpose of paying provincial sales taxes, goods and services tax, harmonized sales tax or customs
duty). The proceeds of the Term Loan shall be used solely for the purpose of financing the acquisition and expansion of stores
franchised by Aaron and operated by the Borrower and for Aaron-approved working capital purposes, but excluding in all cases any
non-business purposes.



 


Each submission of an Approved Invoice
made by Borrower pursuant to this Agreement or any other Loan Document shall constitute an automatic representation and warranty
by Borrower to Bank that there does not then exist any Default Condition or Event of Default and a reaffirmation as of the date
of said request that all representations and warranties of Borrower contained in this Agreement and the other Loan Documents are
true in all material respects. All representations and warranties contained in this Agreement or in any of the other Loan Documents
shall survive the execution, delivery and acceptance hereof by Bank and the closing of the transactions described herein.


 


		6.	FINANCIAL COVENANTS.



 


Borrower shall comply
with the following financial covenant[s]:


 


(i)          [Rental
Revenue to Debt Service. Commencing on the first day of the calendar quarter in which the 25th month following the Opening
Date of the first store location of Borrower occurs and measured as of the last day of the calendar quarter in which such 25th
month occurs and on the last day of each calendar quarter thereafter, the ratio of Borrower’s Rental Revenue to Debt Service
for such quarter shall not be less than 2.2:1.0;]2


 


(ii)          Debt
to Rental Revenue. [Commencing on the first day of the calendar quarter in which the first day of the 19th month following
the Opening Date of the first store location of Borrower occurs and measured as of the last day of the calendar quarter in which
such 19th month occurs and on the last day of each calendar quarter thereafter,][On the last day of each calendar quarter] the
ratio of Borrower’s Debt to Borrower’s Rental Revenue shall not exceed [__]:1.0.3


 





 



2
Note:This covenant will not apply in the case of any Borrowers who have Revolving Loans or Term Loans
as, in such case, the Borrowing Base in the applicable Loan Agreement will apply in lieu of this covenant.


3
Note:This covenant will apply and be tested on last day of each calendar quarter and not be tied to any
Opening Date of store locations in the case of any Loan Agreement providing for Loans to be made available to a Borrower consisting
solely of Revolving Loans. Covenant levels for this covenant will be established by Aaron or in the applicable Loan Agreement
for each Borrower.


 



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To the extent any of
the financial covenants set forth above in this Section 6 are calculated based upon the Opening Date of a store location,
the financial information from store locations that have not reached the Opening Date anniversary incorporated into such covenants
shall be excluded from such calculations. Debt Service and Debt attributable to such locations and deducted from the final calculations
shall be deducted on a pro rata basis calculated by dividing such stores’ aggregate Net Book Value of Merchandise by the
Net Book Value of Merchandise for all store locations. The financial covenants shall otherwise be calculated on a consolidated
basis as to all store locations.


 


		7.	BORROWER’S AFFIRMATIVE COVENANTS.



 


During the term of
this Agreement, and thereafter for so long as there is any outstanding Loan Indebtedness to Bank, Borrower covenants that, unless
otherwise consented to by Bank in writing, it shall:


 


		7.1	Financial Reports. Deliver to Aaron or cause to be delivered to Aaron:



 


(i)          on or before the
last Business Day of each month, an unaudited balance sheet and income statement accurately reflecting the financial transactions
and status of Borrower as of the end of the prior month and on a year to date basis, on a consolidated and per store basis; prepared
in accordance with GAAP in the format recommended by Aaron;


 


(ii)          on or before
the last Business Day of each month after the end of each calendar quarter (a) an unaudited balance sheet and income statement
accurately reflecting the financial transactions and status of Borrower as of the end of the prior month and on a quarterly basis,
on a consolidated and per store basis, prepared in accordance with GAAP in the format recommended by Aaron, and (b) a compliance
certificate as described below in Section 7.2;


 


(iii)          within 90 days
after the end of each fiscal year a balance sheet and income statement of Borrower as of the end of such year and for the fiscal
year then ended, compiled by such firm of chartered accountants as may be designated by Borrower and be satisfactory to Bank as
prepared in accordance with GAAP and, to the extent delivered to Aaron, audited financial statements for such period;


 


(iv)          within 120 days
after the end of each fiscal year, an annual personal financial statement of each Guarantor; and


 


(v)          with reasonable
promptness, all reports by Borrower to its shareholders and such other information as Aaron or Bank may reasonably request from
time to time.


 


		7.2	Compliance Certificate. Prepare and deliver to Aaron, to the extent Borrower has a Line
of Credit Loan, in conjunction with the quarterly financial reports required to be delivered pursuant to Section 7.1(iii)
above, a quarterly compliance certificate (the form of which is attached hereto as Exhibit B), including a Quarterly Covenant
Compliance Report (the form of which is attached hereto as Exhibit C) presenting the calculation of the financial covenants
set forth above in Section 6, noting any negative variances with the covenants and explaining any such variances.



 


Borrower acknowledges that Aaron will review
each compliance certificate and may revise the calculations set forth on such compliance certificate to be consistent with the
information shown on quarterly detailed Inventory reconciliation reports and detailed revenue reports prepared by Aaron each quarter
showing the amount of Inventory at each of Borrower’s stores as of the end of such quarter and the amount of monthly and
quarterly revenue at each of Borrower’s stores. Borrower acknowledges that Aaron will forward copies of each compliance certificate,
with revised calculations as appropriate, to Bank and agrees that Bank shall be entitled to rely each such compliance certificate,
as revised by Aaron, for purposes of determining whether the covenants set forth in Section 6 above have been met.


 



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		7.3	Books and Records. Maintain its Books and Records and accounts in accordance with GAAP and
permit any Person designated by Bank or Aaron to visit Borrower’s premises, inspect any of the Collateral or any of the Books
and Records, and to make copies thereof and take extracts therefrom, and to discuss Borrower’s financial affairs with Borrower’s
financial officers and accountants.



 


		7.4	Taxes. Promptly file all tax returns and pay and discharge all taxes, assessments, withholdings
and other governmental charges imposed upon it, its income or profits, or upon any property belonging to it, prior to the date
on which penalties attach thereto.



 


		7.5	Notices to Bank. Promptly notify Bank in writing of (i) the occurrence of any Default Condition
or Event of Default; (ii) any pending or threatened litigation claiming damages in excess of $25,000 or seeking relief that, if
granted, would adversely affect the financial condition or business operations of Borrower; (iii) the release or discharge of any
Hazardous Substance on any property owned by Borrower; and (iv) any asserted violation by Borrower of or demand for compliance
by Borrower with any Applicable Law.



 


		7.6	Compliance with Applicable Laws. Comply in all material respects with all Applicable Laws,
including, without limitation, all Environmental Laws.



 


		7.7	Corporate Existence. Maintain its separate corporate existence and all rights, privileges
and franchises in connection therewith, and maintain its qualification and good standing in all jurisdictions where the failure
to do so could have a Material Adverse Effect upon its financial condition or ability to collect the Accounts.



 


		7.8	Electronic Debit Authorizations. Execute and deliver to Bank and maintain in effect at all
times a PAD Authorization authorizing Bank to debit Borrower’s specified account at a Canadian financial institution for
all payments required hereunder that are due at Set Intervals, including, without limitation, all payments of interest payable
pursuant to Section 2.9, all Asset Disposition Prepayments and other mandatory principal prepayments payable pursuant to Section 2.10
and all Commitment Fees payable pursuant to Section 2.14 and, if requested by Bank in connection with any Sporadic payment
required to be made by Borrower hereunder, a PAD Authorization in respect of such Sporadic payment, each such PAD Authorization
to be executed and delivered by persons having signing authority over the bank account that is the subject of such PAD Authorization.



 


		8.	NEGATIVE COVENANTS.



 


During the term of
this Agreement, and thereafter for so long as there are is Loan Indebtedness outstanding, Borrower covenants that unless Bank has
first consented thereto in writing, it will not:


 


		8.1	Merger; Disposal or Moving of Collateral. Amalgamate, merge or consolidate with or acquire
any substantial portion of the assets or stock of any Person; sell, lease, transfer or otherwise dispose of all or any portion
of its properties (including any of the Collateral), except sales or leases of Inventory in the ordinary course of business; or,
without having given Bank at least 60 days prior written notice and having executed such instruments and agreements as Bank shall
require, change its name, adopt a French form of name, change the location of any Collateral or the location of its chief executive
office, principal place of business or the office at which it maintains its Books and Records. Notwithstanding the foregoing, to
the extent that Borrower is calculating its compliance with the financial covenants set forth in Section 6 hereof on a consolidated
basis, Borrower may move Inventory from one location included in such calculation to another of Borrower’s Aaron’s
locations without complying with the notice provisions hereof, as long as such Inventory is properly transferred in the Aaron’s
Proprietary System.



 



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		8.2	Liens. Grant or suffer to exist any Lien upon any of the Collateral.



 


		8.3	Guarantees. Guarantee, assume, endorse or otherwise become contingently liable for any obligation
or indebtedness of any Person, either directly or indirectly, exceeding $25,000 not existing as of this date, except by endorsement
of items of payment for deposit or collection.



 


		8.4	Loans. Make loans or advances of money to or investments in any Person, or (except in the
ordinary course of business and on fair and reasonable terms) engage in any transaction with a Subsidiary or affiliate.



 


		8.5	Stock of Borrower. Repurchase, or pay or declare any dividend on, any of its capital stock;
provided, however, that if no Default Condition or Event of Default exists and Borrower remains in compliance with
the financial covenants set forth in Section 6 above after giving effect thereto, it may pay dividends and make such repurchases.



 


		9.	EVENTS OF DEFAULT.



 


		9.1	List of Events of Default. The occurrence of any one or more of the following conditions
or events shall constitute an “Event of Default”:



 


(i)          Borrower shall
fail to pay any of the Loan Indebtedness (including any overadvance) or to repay principal as required in connection with any Asset
Disposition within ten (10) days of the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise
and including any failure to pay resulting from a dishonour of a pre-authorized debit or a return of a pre-authorized debit initiated
by Borrower);


 


(ii)          any warranty,
representation, or other statement by Borrower herein or in any instrument, certificate or financial statement furnished in compliance
herewith proves to have been false or misleading in any material respect when made;


 


(iii)         Borrower shall
fail or neglect to perform, keep or observe any covenant contained in this Agreement, any of the other Loan Documents or any other
agreement now or hereafter entered into with Bank; Borrower shall fail to abide by the financial covenants set forth in Section 6
hereof, provided that Aaron may waive any financial covenant.


 


(iv)         Borrower or any
Guarantor shall fail to pay when due any amount owed to any creditor (other than Bank) or any Guarantor shall fail to pay or perform
any liability or obligation in accordance with the terms of any agreement with Bank;


 


(v)          Borrower, Aaron
or any Guarantor shall cease to be Solvent, shall die or become incompetent, shall suffer the appointment of a receiver, trustee,
custodian or similar fiduciary, shall make an assignment for the benefit of creditors, or shall make an offer of settlement or
composition to their respective unsecured creditors generally;


 



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(vi)          any petition
for an order for relief shall be filed by or against Borrower or any Guarantor or Aaron under the BIA or the CCAA (if against Borrower
or any Guarantor, the continuation of such proceeding for more than 30 days);


 


(vii)         any judgment,
writ of attachment or similar process is entered or filed against Borrower or any Guarantor or any of Borrower’s or any Guarantor’s
property and such judgment, writ of attachment or process is not dismissed, satisfied or vacated within ten (10) days thereafter
or (ii) results in the creation or imposition of any Lien upon any Collateral;


 


(viii)       any Guarantor
shall revoke or attempt to revoke the guaranty signed by such Guarantor or shall repudiate such Guarantor’s liability thereunder
or Aaron shall default in its obligations to Bank with respect to the Loan Indebtedness or repudiate its liability therefor;


 


(ix)          any Person, or
group of Persons (whether or not related), shall have or obtain legal or beneficial ownership of a majority of the outstanding
voting securities or rights of Borrower, other than any Person, or group of Persons, that has such majority ownership on the date
of execution of this Agreement;


 


(x)           Borrower shall
lose its franchise, license or right to lease or to sell the Inventory or Borrower’s Franchise Agreement is terminated or
revoked for any reason;


 


(xi)           Borrower shall
fail to enter properly any acquisition of Inventory or Equipment or any Asset Disposition on the Aaron’s Proprietary System;


 


(xii)          Borrower shall
use its FCTA for any use other than as explicitly authorized pursuant to this Agreement; or


 


(xiii)         Borrower shall
not have in effect at all times an effective PAD Authorization in respect of the payment of all amounts payable by it hereunder
at Set Intervals or shall fail, if so requested by Lender, to execute and deliver a PAD Authorization in respect of any sporadic
payment due hereunder.


 


		9.2	Cure
Period. Borrower shall have a five (5) calendar day period after Bank gives it notice of the occurrence of an Event of Default
(other than an Event of Default pursuant to Section 9.1(vi)) above, during which it may cure such Event of Default. An Event of
Default arising under Section 9.1(i)(i)) above shall only be cured by Bank’s receipt of payment in immediately
available funds by wire transfer or pre-authorized debit.



 





		9.3	Advances. In no event shall Bank have any obligation to make any Loan hereunder or an Advance
pursuant to a Line of Credit Commitment or Revolving Commitment hereunder if there exists a Default Condition or an Event of Default.



 


		10.	REMEDIES.



 


All of the Loan Indebtedness
shall become immediately due and payable and the Line of Credit Commitment and Revolving Commitment shall be deemed immediately
terminated (without notice to or demand upon Borrower) upon the occurrence of an Event of Default under Section 9.1(vi) of
this Agreement; and upon and after the occurrence of any other Event of Default, subject to the cure period set forth in Section 9.2
hereof, Bank shall have the right to terminate immediately the Line of Credit Commitment and Revolving Commitment and to declare
the entire unpaid principal balance of and accrued interest with respect to the Loan Indebtedness to be, and the same shall thereupon
become, immediately due and payable upon receipt by Borrower of written notice and demand. From and after the date on which the
Loan Indebtedness becomes automatically due and payable or is declared by Bank to be due and payable as aforesaid, Bank shall have
and may exercise from time to time any and all rights and remedies afforded to a secured party under the PPSA or any other Applicable
Law. If the Loan Indebtedness is collected by or through legal counsel, Bank shall be entitled to collect reasonable legal fees
and court costs from Borrower. In addition to, and without limiting the generality of the foregoing, Bank shall have the rights
and remedies set forth in the Security Agreement and the following rights and remedies which it may exercise at any time or times
(all of which rights and remedies shall be cumulative and may be exercised singularly or concurrently):


 



    	22



    	 



    

 


(i)          the right to notify
any Account Debtor to make all payments owing to Borrower directly to Bank for application to the Loan Indebtedness and to collect
all amounts owing from any such Account Debtor;


 


(ii)          the right to
sell, lease or otherwise dispose of any or all of the Collateral at public or private sale, for cash, upon credit or upon such
other terms as Bank deems advisable in its sole discretion, or otherwise to realize upon the whole or from time to time any part
of the Collateral in which Bank may have a security interest. Any requirement of reasonable notice shall be met if such notice
is sent to Borrower in accordance with Section 12 hereof at least seven (7) days before the date of sale or other disposition
of the Collateral. Bank may bid and be the purchaser at any such sale if permitted by Applicable Law;


 


(iii)          the right to
require Borrower, at Borrower’s expense, to assemble the Collateral and make it available to Bank at a place reasonably convenient
to both parties (and, for purposes hereof, Borrower stipulates that Bank shall be entitled to the remedy of specific performance).
Alternatively, Bank may peaceably by its own means or with judicial assistance enter Borrower’s premises and take possession
of the Collateral or dispose of the Collateral on Borrower’s premises without interference by Borrower;


 


(iv)          the right to
incur legal fees and expenses in exercising any of the rights, remedies, powers or privileges provided hereunder, and the right
(but not the obligation) to pay, satisfy and discharge, or to bond, deposit or indemnify against, any tax or other Lien which in
the opinion of Bank may in any manner or to any extent encumber any of the Collateral, all of which fees, payments and expenses
shall become part of Bank’s expenses of retaking, holding, preparing for sale and the like, and shall be added to and become
a part of the principal amount of the Loan Indebtedness;


 


(v)          the right, in
Bank’s sole discretion, to perform any agreement of Borrower hereunder which Borrower shall fail to perform and take any
other action which Bank deems necessary for the maintenance or preservation of any of the Collateral or Bank’s interest therein,
and Borrower agrees forthwith to reimburse Bank for all expenses incurred in connection with the foregoing, together with interest
thereon at the Default Rate from the date incurred until the date of reimbursement;


 


(vi)          the right at
any time or times, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general or special,
time or demand) held by Bank for Borrower’s account against any of the Loan Indebtedness, irrespective of whether or not
Bank has made any demand under the this Agreement;


 


(vii)          the right to
apply the proceeds realized from any collection, sale, lease or other disposition of the Collateral first to the costs, expenses
and legal fees incurred by Bank for collection and for acquisition, protection, removal, storage, sale and delivery of the Collateral;
secondly, to interest due upon the principal amount of the Loan Indebtedness; and thirdly, to the principal amount of the Loan
Indebtedness. If any deficiency shall arise, Borrower and Guarantors shall remain bound and liable to Bank therefor; and


 



    	23



    	 



    

 


(viii)          the right to
act as Borrower’s attorney in fact (and Borrower hereby irrevocably appoints Bank as Borrower’s agent and attorney
in- fact), in Borrower’s or Bank’s name, but at Borrower’s cost and expense, to receive, open and dispose of
all mail addressed to Borrower pertaining to any of the Collateral, to notify postal authorities to change the address and delivery
of mail to Borrower to such address as Bank may designate, to sign Borrower’s name on any bill of lading constituting or
relating to any Collateral, to send verifications with respect to the Collateral, to execute in Borrower’s name any affidavits
or notices with regard to any and all Lien rights and to do all other acts and things necessary to carry out the terms of this
Agreement or to discharge any obligation of Borrower hereunder, this power, being coupled with an interest, is to be irrevocable
so long as any Loan Indebtedness is outstanding.


 


		11.	WAIVERS.



 


Borrower waives notice
of Bank’s acceptance hereof. Borrower hereby waives any requirement on the part of Bank to post any bond or other security
as a condition to Bank’s right to obtain an immediate writ of possession with respect to any Collateral. Bank shall not be
deemed to have waived any of its rights upon or remedies hereunder or any Event of Default unless such waiver be in writing and
signed by Bank. No delay or omission on the part of Bank in exercising any right shall operate as a waiver of such right or any
other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.


 


		12.	NOTICES.



 


(a)  Written Notices.


 


All notices and other
communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:


 


	If to Borrower:	__________________
	 	Attn: _________________
	 	_________________
	 	_________________, _________________ 
	 	_________________
	 	Telecopier No.: _________________


 


	If to Bank:	SunTrust Bank
	 	Program Lending
	 	Attn: Aaron’s Program Manager 
	 	3333 Peachtree Road, N.E., 3rd Floor
	 	Mail Code 1802
	 	Atlanta, Georgia 30326
	 	Telecopier No.: (404) 439-7489


 


Any party hereto
may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.
All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered
for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third
Business Day after the date deposited into the mails or if delivered, upon delivery; provided, that notices delivered to the Bank
shall not be effective until actually received by such Person at its address specified in this Section 12.


 



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Any agreement
of the Bank herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the
Borrower. The Bank shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower
to give such notice and the Bank shall not have any liability to the Borrower or other Person on account of any action taken or
not taken by the Bank in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans and
all other obligations and hereunder shall not be affected in any way or to any extent by any failure of the Bank to receive written
confirmation of any telephonic or facsimile notice or the receipt by the Bank of a confirmation which is at variance with the terms
understood by the Bank to be contained in any such telephonic or facsimile notice.


 


(b)          Electronic
Communications.


 


Notices and
other communications to the Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved by Bank, provided that the foregoing shall not apply to notices to
any Bank pursuant to Section 2 unless Bank has agreed to receive notices under such Section by electronic communication
and have agreed to the procedures governing such communications. Bank or Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.


 


Unless Bank otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.


 


		13.	INDEMNIFICATION.



 


Borrower hereby agrees
to indemnify Bank and hold Bank harmless from and against any liability, loss, damage, suit, action or proceeding ever suffered
or incurred by Bank as the result of Borrower’s failure to observe, perform or discharge Borrower’s duties hereunder.
Without limiting the generality of the foregoing, this indemnity shall extend to any claims asserted against Bank by any Person
under any environmental laws. If any taxes, fees or other charges shall be payable by Borrower or Bank on account of the execution,
delivery or recording of any of the Loan Documents or any loans outstanding hereunder, Borrower will pay (or reimburse Bank’s
payment of) all such taxes, fees or other charges, including any applicable interests and penalties, and will indemnify and hold
Bank harmless from and against liability in connection therewith. The indemnity obligations of Borrower under this Section 13
shall survive the payment in full of the Loan Indebtedness.


 



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		14.	ENTIRE AGREEMENT; AMENDMENT.



 


This Agreement and
the other Loan Documents embody the entire understanding and agreement between the parties hereto with respect to the subject matter
hereof, and this Agreement may not be modified or amended except by an agreement in writing signed by Borrower and Bank.


 


		15.	SUCCESSORS AND ASSIGNS.



 


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; but Borrower shall
not assign this Agreement or any right or benefit hereunder to any Person. Bank may assign its rights and obligations hereunder
at any time and to any Person, including without limitation, to Aaron.


 


		16.	ARBITRATION.



 


ANY CONTROVERSY OR
CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION IN ACCORDANCE WITH THE INTERNATIONAL ARBITRATION
RULES OF THE AMERICAN ARBITRATION ASSOCIATION EXCEPT TO THE EXTENT OTHERWISE SET FORTH IN THIS SECTION 16. THE PLACE OF ARBITRATION
SHALL BE ATLANTA, GEORGIA AND THE LANGUAGE OF ARBITRATION SHALL BE ENGLISH. THE NUMBER OF ARBITRATORS SHALL BE THREE SELECTED AS
FOLLOWS: WITHIN FOURTEEN (14) DAYS AFTER THE COMMENCEMENT OF ARBITRATION, EACH PARTY WILL APPOINT ONE ARBITRATOR. THESE TWO ARBITRATORS
WILL THEN NAME A PRESIDING ARBITRATOR WITHIN FOURTEEN (14) DAYS AFTER THE SELECTION OF THE PARTY APPOINTEES. EACH ARBITRATOR SHALL
BE AN ATTORNEY ADMITTED BEFORE THE BAR OF ANY STATE OF THE UNITED STATES OR THE BAR OF ANY PROVINCE OF CANADA. IF EITHER PARTY
FAILS TO APPOINT AN ARBITRATOR, OR IF THE TWO ARBITRATORS DO NOT NAME A THIRD ARBITRATOR WITHIN THESE TIME PERIODS, THE INTERNATIONAL
CENTRE FOR DISPUTE RESOLUTION SHALL AT THE WRITTEN REQUEST OF EITHER PARTY COMPLETE THE APPOINTMENTS THAT HAVE NOT BEEN MADE PURSUANT
TO THE INTERNATIONAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION. THE ARBITRATORS SHALL AWARD TO THE PREVAILING PARTY,
IF ANY, AS DETERMINED BY THE ARBITRATORS, ALL COSTS AND EXPENSES OF THE ARBITRATORS AND THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION.
ALL WITNESS TESTIMONY AT THE HEARING SHALL BE TRANSCRIBED BY A PUBLIC STENOGRAPHER OR COURT REPORTER. ALL PARTIES AGREE TO BE BOUND
BY THE RESULTS OF SUCH ARBITRATIONS; JUDGMENT UPON THE AWARD SO RENDERED MAY BE ENTERED AND ENFORCED IN ANY COURT OF COMPETENT
JURISDICTION. TO THE EXTENT REASONABLY PRACTICABLE, BOTH PARTIES AGREE TO CONTINUE PERFORMING THEIR RESPECTIVE OBLIGATIONS UNDER
THIS AGREEMENT WHILE THE DISPUTE IS BEING RESOLVED.


 


		17.	MISCELLANEOUS.



 


Time is of the essence
of this Agreement. Bank reserves the right to participate, sell or assign the Loans made hereunder and provide any participant
or assignee all information in Bank’s possession regarding Borrower, its business and the Collateral. Borrower shall reimburse
Bank for Bank’s out-of-pocket expenses and for the fees and expenses and disbursements of Bank’s counsel in connection
with the negotiation, documentation and closing of the transactions contemplated hereby, and Borrower will pay all expenses incurred
by Borrower in connection with the transactions. The Section headings are for convenience only and shall not limit or otherwise
affect any of the terms hereof. THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS HEREUNDER, INCLUDING MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE LAWS OF CONFLICTS
THEREOF) AND IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT.


 



    	26



    	 



    

 


		18.	RELATIONS WITH AARON.



 


Borrower recognizes
and acknowledges that Bank has made the Loans available to Borrower hereunder at the behest of and as an accommodation to Aaron.
Accordingly, Borrower agrees that from time to time Bank may release to Aaron such information about Borrower and the Loans as
Aaron may request, and Bank may condition its agreement to any waiver, modification or amendment on the prior written consent of
Aaron. Borrower further agrees that upon the occurrence of an Event of Default hereunder, Bank may notify Aaron of such Event of
Default prior to notifying Borrower thereof, and Bank shall not be liable to Borrower for failure to give simultaneous notice to
Borrower. Borrower further agrees that Bank shall not be liable to Borrower as a result of any information or document obtained
by Bank regarding Borrower which is shared by Bank with Aaron.


 



    	27



    	 



    

 


WITNESS the hand and
seal of the parties hereto on the date first above written.


 


Accepted
in Atlanta, Georgia:


 


	 	BORROWER:


 


_________________


_________________


_________________


 


	 	BANK:
	 	 
	 	SUNTRUST BANK:
	 	 
	 	By:	 
	 	Name:
	 	Title:


 



    	 



    	 



    

 


EXHIBIT A-1


 


FORM OF

LINE OF CREDIT NOTE


 


	Closing Date: [Closing Date]	$_________________


Atlanta,
Georgia


 


FOR VALUE RECEIVED,
the undersigned, _________________ (the “Borrower”), promises to pay to the order of SUNTRUST BANK, a Georgia
banking corporation (the “Bank”), at Bank’s principal office in Atlanta, Georgia, or at such other place
as the holder hereof may designate by notice in writing to Borrower, in immediately available funds in lawful money of Canada,
on _________________________, (the "Maturity Date", as such date may be extended from time to time in the sole discretion
of Bank for up to an additional 364 day period by written notice from Bank to Borrower unless either party terminates the Loan
as set forth in Section 2.8 of the Loan Agreement), the lesser of (x) the principal sum of the Line of Credit Commitment: _________________
($_________________), or (y) so much principal thereof as shall have been from time to time disbursed hereunder in accordance with
that certain Loan Agreement, dated as of [___________], by and between Borrower and Bank (as amended, restated, modified or supplemented
from time to time, the “Agreement”) and not theretofore repaid, as shown on the records of Bank.


 


In addition to principal,
Borrower agrees to pay interest on the principal amounts disbursed hereunder at a floating rate of interest equal to the Prime
Rate plus an additional _________________________, from time to time, upon such dates as provided for in the Agreement. Interest
shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest
hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. Such
interest is to be paid to Bank at its address set forth above or as otherwise provided in the Agreement. For informational purposes,
as of the date hereof the Prime Rate in effect is __________% per annum, thus producing an initial interest rate under the Agreement
on such date of ___________% per annum and, when adjusted for a year of 365 days, an initial simple interest rate of _____________%
per annum. Any principal amount due under this Line of Credit Note (the “Note”) that is not paid on the due
date therefor whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default
(as defined in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is
defined in the Agreement.


 


This Note evidences
a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete
description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof
upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized
terms used in this Note shall have the same meanings as set forth in the Agreement.


 


Upon the existence
or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared,
due and payable in the manner and with the effect provided in the Agreement. In addition, this Note is subject to mandatory prepayment
upon the terms and conditions of the Agreement.


 



    	 



    	 



    

 


Bank shall at all times
have a right of set off against any deposit balances of Borrower in the possession of Bank and Bank may apply the same against
payment of this Note or any other indebtedness of Borrower to Bank. The payment of any indebtedness evidenced by this Note prior
to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness incurred
hereunder by Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through legal counsel,
Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation, reasonable legal fees if
collected by or through legal counsel.


 


Borrower acknowledges
that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount
in the records of Bank shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such
Advance was made and borrowed under the Agreement. Such account records shall constitute, in the absence of manifest error, presumptive
evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided,
however, that the failure of Bank to record in such account the type or amount of any Advance shall not affect the obligation
of the undersigned to repay such amount together with interest thereon in accordance with this Note and the Agreement.


 


For the purposes of
this Note, whenever interest to be paid hereunder is to be calculated on the basis of 360 days or any other period of time
that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent
is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and
divided by 360 or such other number of days in such period, as the case may be.


 


Failure or forbearance
of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability
of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE AND THE
RIGHTS AND OBLIGATION HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA. TIME IS OF THE ESSENCE OF THIS NOTE.


 


PRESENTMENT FOR PAYMENT,
NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.


 


Executed under hand
and seal of Borrower as of the day and year first above written.


 


_________________


_________________


_________________


 



    	 



    	 



    

 


EXHIBIT A-2


 


FORM OF

TERM NOTE


 


	Closing Date: [Closing Date]	$_________________


Atlanta,
Georgia


 


FOR VALUE RECEIVED,
the undersigned, _________________ (the “Borrower”), promises to pay to the order of SUNTRUST BANK, a Georgia
banking corporation (the “Bank”), at Bank’s principal office in Atlanta, Georgia, or at such other place
as the holder hereof may designate by notice in writing to Borrower, in immediately available funds in lawful money of Canada,
_____________________ ($_______________). Repayment will be in _____ consecutive equal monthly installments of principal in the
amount of $_____________ based on a ________month amortization plus accrued and unpaid interest and shall be due and payable on
each Payment Date, with the first installment being due and payable on ________________, and the remaining outstanding principal
balance, together with all accumulated unpaid interest shall be due and payable on _________________________, (the "Maturity
Date").


 


In addition to principal,
Borrower agrees to pay interest on the principal amounts disbursed hereunder at a floating rate of interest equal to the Prime
Rate plus an additional _________________________, from time to time, upon such dates as provided for in that certain Loan Agreement
dated as of [____________], by and between Borrower and Bank (as amended, restated, modified or supplemented from time to time,
the “Agreement”). Interest shall accrue on the outstanding principal balance from the date hereof up to and through
the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number
of days elapsed in a year of 360 days. Such interest is to be paid to Bank at its address set forth above or as otherwise provided
in the Agreement. For informational purposes, as of the date hereof the Prime Rate in effect is __________% per annum, thus producing
an initial interest rate under the Agreement on such date of ___________ %per annum and, when adjusted for a year of 365 days,
an initial simple interest rate of _____________% per annum. Any principal amount due under this Term Note (the “Note”)
that is not paid on the due date therefor whether on the due date, or resulting from the acceleration of maturity upon the occurrence
of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default
Rate, as such term is defined in the Agreement.


 


This Note evidences
a loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete
description of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof
upon the existence or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized
terms used in this Note shall have the same meanings as set forth in the Agreement.


 


Upon the existence
or occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared,
due and payable in the manner and with the effect provided in the Agreement. In addition, this Note is subject to mandatory prepayment
upon the terms and conditions of the Agreement.


 



    	 



    	 



    

 


Bank shall at all times
have a right of set off against any deposit balances of Borrower in the possession of Bank and Bank may apply the same against
payment of this Note or any other indebtedness of Borrower to Bank, irrespective of whether or not Bank has made any demand under
the Agreement. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability
of this Note as to any future, different or other indebtedness incurred hereunder by Borrower. In the event the indebtedness evidenced
by this Note is collected by legal action or through legal counsel, Bank shall be entitled to recover from Borrower all costs of
collection, including, without limitation, reasonable legal fees if collected by or through legal counsel.


 


Borrower acknowledges
that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount
in the records of Bank shall, in the absence of manifest error, constitute presumptive evidence of such disbursement. Such account
records shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the payments
made under the Agreement at any time and from time to time, provided, however, that the failure of Bank to record
in such account the type or amount of any advance shall not affect the obligation of the undersigned to repay such amount together
with interest thereon in accordance with this Note and the Agreement.


 


For the purposes of
this Note, whenever interest to be paid hereunder is to be calculated on the basis of 360 days or any other period of time
that is less than a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent
is the rate so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and
divided by 360 or such other number of days in such period, as the case may be.


 


Failure or forbearance
of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability
of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE AND THE
RIGHTS AND OBLIGATION HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA. TIME IS OF THE ESSENCE OF THIS NOTE.


 


PRESENTMENT FOR PAYMENT,
NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.


 


Executed under hand
and seal of Borrower as of the day and year first above written.


 


_________________


_________________


_________________


 



    	 



    	 



    

 


EXHIBIT A-3


 


FORM OF


REVOLVING NOTE


 


	Closing Date: [Closing Date]	$_________________


Atlanta,
Georgia


 


FOR VALUE RECEIVED, the
undersigned, _________________ (the “Borrower”), promises to pay to the order of
SUNTRUST BANK, a Georgia banking corporation (the “Bank”), at Bank’s principal office in Atlanta, Georgia, or
at such other place as the holder hereof may designate by notice in writing to Borrower, in immediately available funds in lawful
money of the Canada, on _________________________, (the "Maturity Date", as such date may be extended from time to time
in the sole discretion of Bank for up to an additional 364 day period by written notice from Bank to Borrower unless either party
terminates the Loan as set forth in Section 2.8 of the Loan Agreement), the lesser of (i) principal sum of the Revolving Commitment:
_________________ ($_________________), or (ii) so much thereof
as shall have been from time to time disbursed hereunder in accordance with certain Loan Agreement, dated as of [___________],
by and between Borrower and Bank (as amended, restated, modified or supplemented from time to time, the “Agreement”)
and not theretofore repaid, as shown on the records of Bank.


 


In addition to principal,
Borrower agrees to pay interest on the principal amounts disbursed hereunder at a floating rate of interest equal to the Prime
Rate plus an additional _________________________, from time to time, upon such dates as provided for in the Agreement. Interest
shall accrue on the outstanding principal balance from the date hereof up to and through the date on which all principal and interest
hereunder is paid in full, and shall be computed on the basis of the actual number of days elapsed in a year of 360 days. Such
interest is to be paid to Bank at its address set forth above or as otherwise provided in the Agreement. For informational purposes,
as of the date hereof the Prime Rate in effect is __________% per annum, thus producing an initial interest rate under the Agreement
on such date of ___________% per annum and, when adjusted for a year of 365 days, an initial simple interest rate of _____________%
per annum. Any principal amount due under this Revolving Note (the “Note”) that is not paid on the due date therefor
whether on the Maturity Date, or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined
in the Agreement), shall bear interest from the date due until payment in full at the Default Rate, as such term is defined in
the Agreement.


 


This Note evidences loans
incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description
of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence
or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in
this Note shall have the same meanings as set forth in the Agreement.


 


Upon the existence or
occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared,
due and payable in the manner and with the effect provided in the Agreement. In addition, this Note is subject to mandatory prepayment
upon the terms and conditions of the Agreement.


 



    	 



    	 



    

 


Bank shall at all times
have a right of set-off against any deposit balances of Borrower in the possession of Bank and Bank may apply the same against
payment of this Note or any other indebtedness of Borrower to Bank, irrespective of whether or not Bank has made any demand under
the Loan Agreement. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect the enforceability
of this Note as to any future, different or other indebtedness incurred hereunder by Borrower. In the event the indebtedness evidenced
by this Note is collected by legal action or through legal counsel, the Bank shall be entitled to recover from Borrower all costs
of collection, including, without limitation, reasonable legal fees if collected by or through legal counsel.


 


Borrower acknowledges
that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount
in the records of Bank shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that such
Advance was made and borrowed under the Agreement. Such account records shall constitute, in the absence of manifest error, presumptive
evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time, provided,
however, that the failure of Bank to record in such account the type or amount of any Advance shall not affect the obligation
of the undersigned to repay such amount together with interest thereon in accordance with this Note and the Agreement.


 


For the purposes of this Note,
whenever interest to be paid hereunder is to be calculated on the basis of 360 days or any other period of time that is less than
a calendar year, the yearly rate of interest to which the rate determined pursuant to such calculation is equivalent is the rate
so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by
360 or such other number of days in such period, as the case may be.


 


Failure or forbearance
of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability
of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE AND THE
RIGHTS AND OBLIGATION HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA. TIME IS OF THE ESSENCE OF THIS NOTE.


 


PRESENTMENT FOR PAYMENT,
NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.


 


Executed under hand and
seal of Borrower as of the day and year first above written.


 


_________________


_________________


_________________


 



    	 



    	 



    

 


EXHIBIT B


 


COMPLIANCE CERTIFICATE OF BORROWER


 


(Pursuant to Section 7.2 of Loan Agreement
dated __________________)


 


__________________ (the “Borrower”)
HEREBY CERTIFIES that:


 


This Compliance Certificate
is furnished pursuant to the Loan Agreement (the “Agreement”) dated __________________ by and between Borrower
and SUNTRUST BANK (“Bank”). Unless otherwise defined herein, the terms used in this Report have the meanings
given to them in this Agreement.


 


The figures and information for determining
compliance by Borrower with the financial covenants set forth in the Quarterly Covenant Compliance Report attached hereto have
been prepared based upon the financial reports accompanied hereby and both the Quarterly Covenant Compliance Report and such financial
reports are true and complete as of the date hereof.


 


The activities of Borrower during the preceding
quarter have been reviewed by the president or other authorized officer or the employees or agents under his immediate supervision.
Based on such review, to the best knowledge and belief of the president or other authorized officer, and as of the date of this
Certificate, Borrower has performed and observed each and every covenant contained in the Agreement to be performed by it, and
no Event of Default or Default Condition exists, except for the following:


 


Please describe or indicate “None”
if none exist:


 


 


 


 


 


Borrower
has properly and accurately reported all Asset Dispositions
pursuant to Section 2.12
of the Agreement.


 


WITNESS my hand this
_______ day of ______________________, _______.


 



    	 



    	 



    

 


EXHIBIT C


 


QUARTERLY COVENANT COMPLIANCE
REPORT


 


(Section 6 - Financial Covenants)


 


Test Borrower                                                          


 


For Quarter Ending:                                                 


 


With respect to the
financial covenants set forth below which are calculated based upon the Opening Date of a store location, the financial information
from store locations that have not reached the Opening Date anniversary incorporated into such covenants shall be excluded from
such calculations. [Debt Service and] Debt attributable to such locations and deducted from the final calculations shall be deducted
on a pro rata basis calculated by dividing such stores’ aggregate Net Book Value of Merchandise by the Net Book Value of
Merchandise for all store locations. The financial covenants shall otherwise be calculated on a consolidated basis as to all store
locations.


 


	I.
    Rental Revenue to Debt Service4	 
	 	 
	A. Enter amount
    of quarterly Rental Revenue.	$_________________________
	 	 
	B. Enter amount
    of quarterly Rental Revenue attributable to store locations open less than 25 months.	$_________________________
	 	 
	C. Subtract
    B from A.	$_________________________
	 	 
	D. Enter amount
    of quarter’s Debt Service.	$_________________________
	 	 
	E. Enter amount
    of quarter’s Debt Service attributable to store locations open less than 25 months.	$_________________________
	 	 
	F. Subtract
    E from D.	$_________________________
	 	 
	Ratio of C:F.	  _________________________
	 	 
	STANDARD —
    Ratio not less than — 	  2.2:
    1.0


 


	Compliance?	Yes  ̈	No  ̈	 


 


	II.
    Debt to Rental Revenue	 
	 	 
	A. Enter amount
    of Debt.	$_________________________


 





 



4
Note: This covenant will not apply in the case of any Borrowers who have Revolving Loans or Term Loans as, in such case,
the Borrowing Base in the applicable Loan Agreement will apply in lieu of this covenant.


 



    	 



    	 



    

 


	B.
    [Enter amount of Debt attributable to store locations open less than 19 months.]	$_________________________
	 	 
	C. [Subtract
    B from A.	$_________________________]
	 	 
	D. Enter Amount
    of last quarter’s Rental Revenue.	$_________________________
	 	 
	E. [Enter
    amount of last quarter’s Rental Income attributable to store locations open less than 19 months.	$_________________________]
	 	 
	F. [Subtract
    E from D.	$_________________________] 5


 


	Ratio of C : F.	         _____________________


 


	STANDARD                          ̈ : 1.0                    	 


 


	Compliance?         	Yes  ̈	No  ̈	 


 


Note: All terms are those used in generally
accepted accounting practices unless specifically defined in the Agreement.


 





 



5
Note: This covenant will apply and be tested on last day of each calendar quarter and not be tied to any Opening Date of
store locations in the case of any Loan Agreement providing for Loans made available to a Borrower consisting solely of Revolving
Loans. In which case, the bracketed portions of this Debt to Rental Revenue covenant will not be applicable.


 



    	 



    	 



    

 


EXHIBIT D


 


FORM OF SECURITY AGREEMENT


 


THIS
AGREEMENT is made as of ·, 20·





BETWEEN


·,
a [corporation][limited partnership][partnership] [incorporated/formed] under the laws of [the Province of ·][Canada]
(the “Debtor”),


- and -


 


SUNTRUST
BANK, a Georgia banking corporation (the “Secured Party”).


 


WHEREAS the Debtor has entered into
the Loan Agreement with the Secured Party pursuant to which certain credit facilities will be extended to the Debtor;


 


AND WHEREAS the Debtor has agreed
to grant a security interest and assignment, mortgage and charge in the Collateral to the Secured Party in order to secure the
performance of its Obligations;


 


NOW THEREFORE THIS AGREEMENT WITNESSES
that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


ARTICLE
1 - INTERPRETATION


 


1.1          Interpretation.
In this Agreement, unless something in the subject matter or context is inconsistent therewith, capitalized terms used and
not otherwise defined in this Agreement have the meanings given to them in the Loan agreement and:


 


“Agreement”
means this agreement, including its recitals and schedules, as amended from time to time.


 


“Collateral”
has the meaning set out in Section 2.1.


 


“Loan
Agreement” means the loan agreement made as of ·, 20·
between the Debtor and the Secured Party as amended from time to time.


 


“Event
of Default” means any of the events described as “events of default” in the Loan Agreement.


 


“Obligations”
means all obligations and liabilities of any kind whatsoever of the Debtor to the Secured Party in connection with or relating
to the Loan Agreement, including all debts and liabilities, present or future, direct or indirect, absolute or contingent, matured
or not, whenever, wherever and however incurred, in any currency at any time owing by the Debtor to the Secured Party or remaining
unpaid by the Debtor to the Secured Party and whether the same is from time to time reduced and thereafter increased or entirely
extinguished and thereafter incurred again, whether incurred by the Debtor alone or with another or others and whether as principal
or surety or otherwise, including all interest, commissions, legal and other costs, charges and expenses. 


 



    	 



    	 



    

 


The terms “accessions”,
“accounts”, “chattel paper”, “documents of title”, “goods”, “instruments”,
“intangibles”, “inventory”, “money”, “proceeds” and “securities” whenever
used herein have the meanings given to those terms in the Personal Property Security Act currently in effect in the province
referred to in Section 5.12 below.


 


1.2          Headings. The
division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and
do not affect the construction or interpretation of this Agreement. The terms “hereof”,
“hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other
portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles
and Sections are to Articles and Sections of this Agreement. Extended Meanings. In this Agreement words importing the
singular number only include the plural and vice versa, words importing any gender include all genders and words
importing persons include individuals, corporations, limited and unlimited liability companies, general and limited
partnerships, associations, trusts, unincorporated organizations, joint ventures and governmental authorities. The term
“including” means “including without limiting the generality of the foregoing”. The inclusion of
reference to Permitted Liens in the Loan Agreement or herein, by reference or otherwise, is not intended to subordinate, and
will not subordinate, the security granted hereunder to any such Permitted Lien


 


ARTICLE
II - GRANT OF SECURITY INTEREST


 


2.1          Security Interest.
As general and continuing security for the payment and performance of all Obligations, the Debtor hereby grants to the Secured
Party a security interest in all of the Debtor’s present and after-acquired undertaking and property, both real and personal
including, without limitation, all Lease Contracts (collectively, the “Collateral”), and, as further general
and continuing security for the payment and performance of the Obligations, the Debtor hereby also assigns the Collateral (other
than trademarks) to the Secured Party and mortgages and charges the Collateral as and by way of a fixed and specific mortgage
and charge to the Secured Party.


 


2.2          Attachment
of Security Interest. The Debtor acknowledges that value has been given and agrees that the security interest granted hereby
attaches upon the execution of this Agreement by the Debtor (or, in the case of any after-acquired property, at the time of acquisition
by the Debtor of any rights therein).


 


2.3          Real Property.
The assignment, mortgage and charge granted hereby will not extend to the last day of the term of any lease or agreement relating
to real property, but the Debtor will hold such last day in trust for the Secured Party and, upon the enforcement by the Secured
Party of its security, will assign such last day as directed by the Secured Party.


 


ARTICLE
III - DEALING WITH COLLATERAL


 


3.1          Dealing with
Collateral by the Debtor. The Debtor must not sell, lease or otherwise dispose of any of the Collateral without the prior
written consent of the Secured Party, except that the Debtor may, until an Event of Default occurs, deal with its money or rent,
lease or sell items of Inventory in the ordinary course of its business so that the purchaser thereof takes title thereto free
and clear of the security interest, assignment and mortgage and charge granted hereby, but all proceeds of any such sale will
continue to be subject to the security granted hereby. Upon the occurrence of an Event of Default and the exercise by the Secured
Party of any of its rights and remedies under Section 4.1, all money received by the Debtor will be held by the Debtor in trust
for the Secured Party and must be held separate and apart from other money of the Debtor and paid over to the Secured Party on
request.


 






    	2



    	 



    

 


3.2          Rights and
Duties of the Secured Party. The Secured Party may perform any of its rights and duties hereunder by or through agents and
is entitled to retain counsel and to act in reliance upon the advice of such counsel concerning all matters pertaining to its
rights and duties hereunder.


 


ARTICLE
IV - REMEDIES


 


4.1          Consequences
of a Default. On or after the occurrence of any Event of Default that has not been either cured or waived, at the option of
the Secured Party, (a) any or all of the Obligations not yet payable will become immediately payable, without presentment, protest,
notice of protest or notice of dishonour, all of which are expressly waived; (b) the obligation, if any, of the Secured Party
to extend further credit to the Debtor will cease; and (c) the security granted hereby will become immediately enforceable.


 


4.2          Remedies.
In addition to any right or remedy otherwise provided herein or by law, on or after the occurrence of any Event of Default
that has not been either cured or waived, the Secured Party will have the rights and remedies set out in the Loan Agreement and
those rights and remedies set forth below, all of which may be enforced successively or concurrently:


 


(a)        the
Secured Party may take possession of the Collateral and require the Debtor to assemble the Collateral and deliver or make the Collateral
available to the Secured Party at such places as may be specified by the Secured Party, and neither the Secured Party nor any Receiver
will be or be deemed to be a mortgagee in possession by virtue of any such actions;


 


(b)        the
Secured Party may take such steps as it considers desirable to maintain, preserve or protect the Collateral;


 


(c)        the
Secured Party may carry on, or concur in the carrying on of, all or any part of the business of the Debtor;


 


(d)        the
Secured Party may have, exercise or enforce any rights of the Debtor in respect of the Collateral;


 


(e)        the
Secured Party may sell, lease or otherwise dispose of the Collateral at public auction, by private tender, by private sale or otherwise
either for cash or upon credit, upon such terms and conditions as the Secured Party may determine and without notice to the Debtor
unless required by law;


 


(f)        the
Secured Party may accept all or any part of the Collateral in total or partial satisfaction of the Obligations in the manner provided
by law;


 


(g)        the
Secured Party may, for any purpose specified herein, including for the maintenance, preservation or protection of any Collateral
or for carrying on any of the business or undertaking of the Debtor, borrow money on the security of the Collateral, which security
will rank in priority to the security granted hereby;


 



    	3



    	 



    

 


(h)        the
Secured Party may occupy and use all or any of the premises, buildings and plants occupied by the Debtor and use all or any of
the Equipment and other property of the Debtor for such time as the Secured Party requires to facilitate the realization of the
Collateral, free of charge and the Secured Party will not be liable for any rent, charges, depreciation or damages in connection
with such actions, nor will the Secured Party or any Receiver be or be deemed to be a mortgagee in possession by virtue of any
such actions;


 


(i)        the
Secured Party may appoint a receiver or receiver and manager (each herein referred to as the “Receiver”) of
the whole or any part of the Collateral and may remove or replace such Receiver from time to time or may institute proceedings
in any court of competent jurisdiction for the appointment of a Receiver of the Collateral;


 


(j)        the
Secured Party may discharge any claim, lien, mortgage, charge, security interest, encumbrance or any rights of others that may
exist or be threatened against the Collateral, and in every such case the amounts so paid together with costs, charges and expenses
incurred in connection therewith will be added to the Obligations.


 


4.3          Powers of
the Receiver. Any Receiver will have all of the rights and powers that the Secured Party is entitled to exercise pursuant
to Section 4.3 but the Secured Party will not be in any way responsible for any misconduct or negligence of any such Receiver.


 


4.4          Liability
of Secured Party. The Secured Party will not be liable or responsible for any failure to seize, collect, realize, or obtain
payment with respect to the Collateral and is not bound to institute proceedings or to take other steps for the purpose of seizing,
collecting, realizing or obtaining possession or payment with respect to the Collateral or for the purpose of preserving any rights
of the Secured Party, the Debtor or any other person in respect of the Collateral. In the exercise of its rights and the performance
of its obligations, the Secured Party will only be liable for gross negligence or wilful misconduct.


 


4.5          Proceeds of
Realization. The Secured Party may apply any proceeds of realization of the Collateral to payment of costs, fees and expenses,
including those related to the realization of the Collateral, and the Secured Party may apply any balance to payment of all other
Obligations in such order as the Secured Party sees fit. If there is any surplus remaining, the Secured Party may pay it to any
person entitled thereto by law of whom the Secured Party has knowledge and any balance remaining may be paid to the Debtor. If
the realization of the Collateral fails to satisfy the Obligations, the Debtor will be liable to pay any deficiency to the Secured
Party


 


4.6          Waivers by
Debtor. The Secured Party may (a) grant extensions of time, (b) take and perfect or abstain from taking and perfecting
security, (c) give up any security, (d) accept compositions or compromises, (e) grant releases and discharges,
and (f) otherwise waive rights against the Debtor, debtors of the Debtor, guarantors and others and with respect to the Collateral
and other security as the Secured Party sees fit. No such action or omission will reduce the Obligations or affect the Secured
Party's rights hereunder.


 


ARTICLE
V - GENERAL


 


5.1          Appointment
of Consultant. The Secured Party will be entitled to an appoint a consultant to provide such services and advice as the Secured
Party may determine in its sole discretion, with power to enter the Debtor’s premises, to inspect and evaluate the Collateral,
to make copies of the Debtor’s records, to review the Debtor’s business plans and projections, to assess the conduct
and viability of the Debtor’s business, to prepare reports on the Debtor’s affairs and to distribute such reports
to the Secured Party or to other such persons as the Secured Party may direct. Such consultant will act as an agent for the Secured
Party and will owe no duty to the Debtor. The consultant is to have no managerial or advisory capacity and will have no decision
making responsibility. The Debtor authorizes the Secured Party to provide confidential information to the consultant. All fees
and expenses in connection with the engagement of a consultant are payable by the Debtor to the Secured Party.


 



    	4



    	 



    

 


5.2          Waivers of Legal Limitations. To the fullest extent permitted by law, the Debtor waives all of the rights,
benefits and protections that is given by the provisions of any law that imposes limitations upon the powers, rights or remedies
of a secured party, including any law that limits the rights of a secured party to both seize Collateral and sue for any deficiency
following realization of Collateral. Without limitation, the Debtor (if a corporation) agrees that the Limitation of Civil
Rights Act and Part IV of the Saskatchewan Farm Securities Act of the Province of Saskatchewan will not apply to this
agreement or any of the rights, remedies or powers of the Secured Party or any Receiver hereunder.


 


5.3          Benefit of
the Agreement. This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns
of the parties.


 


5.4          Entire Agreement.
This Agreement has been entered into pursuant to the provisions of the Loan Agreement and is subject to all the terms and
conditions thereof and, if there is any conflict or inconsistency between the provisions of this Agreement and the provisions
of the Loan Agreement, the rights and obligations of the parties will be governed by the provisions of the Loan Agreement. This
Agreement cancels and supersedes any prior understandings and agreements between the parties with respect thereto. There are no
representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between
the Secured Party and the Debtor with respect to the subject matter hereof except as expressly set forth herein or in the Loan
Agreement.


 


5.5          Amendments
and Waivers. No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all
of the parties. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing
and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.


 


5.6          Assignment.
The rights of the Secured Party under this Agreement may be assigned by the Secured Party without the prior consent of the
Debtor. The Debtor may not assign its obligations under this Agreement.


 


5.7          Severability.
If any provision of this Agreement is determined by any court of competent jurisdiction to be illegal or unenforceable, that
provision will be severed from this Agreement and the remaining provisions will continue in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to either
of the parties.


 


5.8          Notices.
Any demand, notice or other communication to be given in connection with this Agreement must be given in accordance with the Loan
Agreement


 


5.9          Remedies Cumulative;
Additional Continuing Security. The rights and remedies of the Secured Party hereunder are cumulative and are in addition
to and not in substitution for any other security now or hereafter held by the Secured Party or any other rights or remedies available
at law or in equity or otherwise. No single or partial exercise by the Secured Party of any right or remedy precludes or otherwise
affects the exercise of any other right or remedy to which the Secured Party may be entitled. This Agreement is a continuing agreement
and security that will remain in full force and effect until discharged by the Secured Party.





 



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5.10          Further Assurances.
Each of the Debtor and the Secured Party will from time to time execute and deliver all such further documents and instruments,
including financing statements and schedules, and do all acts and things as the other party may reasonably require to effectively
carry out or better evidence or perfect the security granted hereby and the full intent and meaning of this Agreement.


 


5.11          Power of
Attorney. The Debtor hereby irrevocably appoints any officer for the time being of the Secured Party the true and lawful attorney
of the Debtor upon the occurrence of an Event of Default that is continuing, with full power of substitution, to do all things
and execute and deliver all such documents and instruments, including financing statements and schedules, as are referred to in
Section 5.9 above, with the right to use the name of the Debtor whenever and wherever the officer may deem necessary or expedient
and from time to time to exercise all rights and powers and to perform all acts of ownership in respect to the Collateral in accordance
with this Agreement.


 


5.12          Discharge.
The Debtor will be entitled to a discharge of this Agreement and termination of any and all commitments under the Loan Agreement
or under any other Loan Document upon written request by the Debtor and full and irrevocable payment, performance and satisfaction
of the Obligations. No discharge will be effective unless in writing and executed by the Secured Party.


 


5.13          Governing
Law. This Agreement is governed by and will be construed in accordance with the laws of the Province of ·
and the laws of Canada applicable therein.


 


5.14          Copy of Documents
and Consent to Filings. The Debtor acknowledges having received a fully executed copy of this Agreement and, to the extent
permitted by applicable law, waives all rights to receive from the Secured Party a copy of any financing statement, financing
change statement, or verification statement, filed or issued at any time in respect of this Agreement. The Debtor confirms its
consent to the filing by the Secured Party or on its behalf of any financing statement or financing change statement filed or
issued at any time in respect of this Agreement.


 


IN WITNESS WHEREOF
the parties have executed this Agreement.


 


	DEBTOR:	 	·
	 	 	 
	 	Per:	 
	Date of Execution	 	Name: 
	 	 	Title:
	 	 	 
	 	 	c/s
	 	 	 
	 	 	 
	 	 	Name:
	 	 	Title:
	 	 	 
	SECURED PARTY:	 	SUNTRUST BANK
	 	 	 
	 	Per:	 
	Date of Execution	 	Name: 
	 	 	Title:
	 	 	 
	 	 	c/s
	 	 	 
	 	 	Name: 
	 	 	Title:


 



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EXHIBIT E


 


FORM
OF PAYOR'S PAD AGREEMENT


Business Pre-Authorized Debit Plan* -



Authorization of the Payor to the Payee
to Direct Debit an Account


 


Instructions:


		1.	Please complete all sections in order to instruct your financial institution to make payments directly
from your account.



		2.	Please sign the Terms and Conditions that are part of this document.



		3.	Return the completed form with a blank cheque marked "VOID" to the Payee at the address
noted below.



		4.	If you have any questions, please write or call the Payee.



 


PAYOR INFORMATION (Please type or
print clearly)


	
        Payor Name:

         

	Address:

 
	Telephone:

 
	Name(s) of Authorized Signing Officer(s): 	
         

         

	
        Signature(s) of Authorized Signing Officer(s):

         

         
	Date:


 


PAYOR FINANCIAL INSTITUTION/BANKING
INFORMATION (Please type or print clearly)


	Branch Number	Institution #	Account Number
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
        Name of Financial Institution

         

	
        Branch

         

	
        Branch Address

         

	
        City/Province

         
	Postal Code
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


PAYEE INFORMATION (Please type or
print clearly)


	
        Payee Name:

         

	
        Address:

        Number, Street/Avenue/Blvd/Crsc/ City/Province/Postal Code

	
        Telephone:

        Fax:

        Email:

	 


 






    	1



    	 



    
 


PAYMENT INFORMATION (Please type
or print clearly)


	Please specify whether the payment is a:

(Please check one)	£    Fixed
    Amount: (Please specify)                     
	£    Variable Amount: If variable, please specify whether there is a maximum amount or indicate N/A if there is no maximum amount:          




	Occurring at:

(Please check one)	£    Set
intervals: Please specify the timing (i.e. weekly, 

bi-weekly, monthly)                     
	
        Sporadic intervals

         

        The Payor must describe the occurrence of an Event or other
        criteria that will trigger the debit of the account

         

        £
        Mandatory description here: _________________

         

	Are top-ups or adjustments permissible?

(Please check one)	£  Yes
	£  No
	 	 
	 	 	 
	 	 	 	 


		*	This form is for PADs which relate to commercial activities of a Payor who is a corporation, organization,
trade, association, government entity, profession, venture or enterprise.



 








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PAYOR'S PAD AGREEMENT

Business Pre-Authorized Debit Plan


Terms & Conditions


 


	 	1.    In this Agreement "we", “us” and “our” refers to the Payor indicated on page 1.
	 	 
	 	
        2.    We
        agree to participate in this Business Pre-Authorized Debit Plan and we authorize the Payee indicated on page 1 and any successor
        or assign of the Payee to draw a debit in paper, electronic or other form for the purpose of making payment for goods or services
        related to our commercial activities (a "Business PAD") on our account indicated on the page 1 (the "Account")
        at the financial institution indicated on page 1 (the "Financial Institution") and we authorize the Financial Institution
        to honour and pay such debits.

         

        This Agreement
        and our authorization are provided for the benefit of the Payee and our Financial Institution and are provided in consideration
        of our Financial Institution agreeing to process debits against our Account in accordance with the Rules of the Canadian Payments
        Association.

         

        We agree
        that any direction we may provide to draw a Business PAD, and any Business PAD drawn in accordance with this Agreement, shall be
        binding on us as if signed by us, and, in the case of paper debits, as if they were cheques signed by us.

	 	 
	 	
        3.    We
        may revoke or cancel this Agreement at any time upon notice being provided by us either in writing or orally. We acknowledge that
        in order to revoke or cancel the authorization provided in this Agreement, we must provide notice of revocation or cancellation
        to the Payee.

         

        This Agreement applies only
        to the method of payment and we agree that revocation or cancellation of this Agreement does not terminate or otherwise have any
        bearing on any contract that exists between us and the Payee.

         

        The Payee shall use best efforts
        to cancel the Business PAD in the next business, billing or processing cycle but shall within not more than 30 days from the notice
        cease to issue any new Business PADs.

         

        We understand that we
        may obtain a sample cancellation form, or further information on our right to cancel a PAD Agreement, at our financial institution
        or at www.cdnpay.ca.

         

	 	4.   We agree that our Financial Institution is not required to verify that any Business PAD has been drawn in accordance with this Agreement, including the amount, frequency and fulfillment of any purpose of any Business PAD.
	 	 
	 	5.   We agree that delivery of this Agreement to the Payee constitutes delivery by us to our Financial Institution. We agree that the Payee may deliver this Agreement to the Payee's financial institution and agree to the disclosure of any information which may be contained in this Agreement to such financial institution.
	 	 
	Delete either 6(a) or 6(b) as applicable	
        6.   (a)   We
        understand that with respect to:

        (i)         fixed         amount Business PADs occurring at set intervals, we shall receive written notice from the Payee of the
        amount to be debited and         the due date(s) of debiting, at least 10 calendar days before the first Business PAD, and
        such notice shall be received every time         there is a change in the amount or payment date(s), except as provided in
        clause (iii) below;

        (ii)        variable         amount Business PADs occurring at set intervals, we shall receive written notice from the Payee of the
        amount to be debited and         the due date(s) of debiting, at least 10 calendar days before the due date of every Business
        PAD, except as provided in clause         (iii) below; and

        (iii)        fixed         amount and variable amount Business PADs occurring at set intervals, where the Business PAD Plan provides for a
        change in the amount         of such fixed and variable amount PADs as a result of our direct action (such as, but not
        limited to, a telephone instruction)         requesting the Payee to change the amount of a PAD, no pre-notification of such
        changes is required.



 



    	3



    	 



    

 


	 	- OR -
	 	 
	 	 
	 	 
	If Payor agrees to waive pre-notification, Payor must sign where indicated	
              (b)   
        We agree to waive the pre-notification requirements in section 6(a) of this Agreement.

         

        ___________________________________


___________________________________

        Signature of Payor                                                          Signature of
        Payor

	 	 
	 	7.    We agree that with respect to Business PADs, where the payment frequency is sporadic, an authorization given using a password or secret code or other signature equivalent that is issued to us shall constitute a valid authorization for the Payee or its agent to debit our account.
	 	 
	 	
        8.    We
        may dispute a Business PAD by providing a signed declaration to our Financial Institution under the following conditions:

        (a)    
        the Business PAD was not drawn in accordance with this Agreement;

        (b)    
        this Agreement was revoked or cancelled; or

        (c)    
        any pre-notification required and not waived by section 6(b) was not received by us.

         

        We acknowledge that, in order
        to obtain reimbursement from our Financial Institution for the amount of a disputed Business PAD, we must sign a declaration to
        the effect that either (a), (b) or (c) above took place and present it to our Financial Institution up to and including but not
        later than ten (10) business days after the date on which the disputed Business PAD was posted to our Account.

         

        We acknowledge that, after this
        ten (10) business day period, we shall resolve any dispute regarding a Business PAD solely with the Payee, and that our Financial
        Institution shall have no liability to us respecting any such Business PAD.

	 	 
	 	
        9.    We
        certify that all information provided with respect to the Account is accurate and we agree to inform the Payee, in writing, of
        any change in the Account information provided in this Agreement at least ten (10) business days prior to the next due date of
        a Paper and/or Electronic Business PAD. In the event of any such change, this Agreement shall continue in respect of any new account
        to be used for Business PADs.


 

        10.  We have
        certain recourse/reimbursement rights if any debit does not comply with this Agreement. For example, we have the right to receive
        reimbursement for any debit that is not authorized or is not consistent with this PAD Agreement. To obtain more information on
        our recourse/reimbursement rights, we may contact our financial institution or visit the CPA website at www.cdnpay.ca.

         

	 	 
	 	11.     We         warrant and guarantee that all persons whose signatures are required to sign on the Account have signed this
        Agreement below. In         addition we warrant and guarantee, where applicable, that we have the authority to electronically
        agree to commit to this Agreement         by secure electronic signature and that our secure electronic signature conforms
        with the requirements of Rule H1.
	 	 
	
        If Paee intends to use a payment provider
must include statement

         
	
        

         12
  We agree that a payment service provider will administer the PAD. [INSERT NAME] will be administering the PAD.

         

         

	 	 
	 	13   We understand and agree to the foregoing terms and conditions.
	 	 
	 	14.  We agree to comply with the Rules of the Canadian Payments Association, or any other rules or regulations which may affect the services described herein, as may be introduced in the future or are currently in effect and we agree to execute any further documentation which may be prescribed from time to time by the Canadian Payments Association in respect of the services described herein.
	 	 
	 	15.  Applicable to the Province of Quebec only: It is the express wish of the parties that this Agreement and any related documents be drawn up and executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés et signés en anglais.
	 	 


 



    	4



    	 



    

 


	 	               	Per:	 	 	 
	Name of Payor	 	 	Signature of Authorized Signing Officer	 	Date
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	 	 	 
	 	 	Per:	 	 	 
	 	 	 	Signature of Authorized Signing Officer	 	Date
	 	 	 	Name:	 	 
	 	 	 	Title:	 	 
	 	 	 	 	 	 


 



    	5



    	 



    

 


 


Exhibit C


 



    	 



    	 



    

 


EXHIBIT C


 


TO


SECOND AMENDED AND RESTATED LOAN FACILITY
AGREEMENT 


AND GUARANTY


 


FORM OF LOAN AND SECURITY AGREEMENT


 


THIS LOAN AND SECURITY
AGREEMENT (this “Agreement”) dated as of _______________, is made between _________________
(“Borrower”), and SUNTRUST BANK (“Bank”), a Georgia banking corporation having its principal office in
Atlanta, Georgia.


 


WITNESSETH:


 


WHEREAS, Borrower engages
in the business of leasing and selling furniture, electronics, appliances, and other household goods and is a franchisee of Aaron’s,
Inc., a Georgia corporation formerly known as Aaron Rents, Inc. (“Aaron”) or a franchisee of 99LTO, LLC;


 


WHEREAS, Borrower has
requested and Bank has agreed to provide financing to Borrower;


 


WHEREAS, Borrower and
Bank wish to enter into this Agreement to set forth the terms and conditions of Bank’s establishment of a credit facility
for Borrower;


 


THEREFORE, upon the
terms and conditions hereinafter stated, and in consideration of the mutual premises set forth above and other adequate consideration,
the receipt and sufficiency of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


 


		1.	DEFINITIONS AND RULES OF CONSTRUCTION



 


1.1.          As
used in this Agreement, the following terms shall have the meanings set forth below (terms defined in the singular to have the
same meaning when used in the plural and vice versa):


 


“Aaron’s
Proprietary System” shall mean Aaron’s proprietary point of sale software system, as modified from time to time,
used by Aaron and its franchisees and the franchisees of HomeSmart, such as Borrower.


 


“Account”
means any right of Borrower to payment for goods sold or leased or for services rendered which is not evidenced by an Instrument
or Chattel Paper, whether or not earned by performance.


 


“Account Debtor”
means any Person who is liable on an Account.


 


“Advance”
shall mean an advance of funds by Bank on behalf of Borrower pursuant to the Line of Credit Note or Revolving Note executed by
Borrower.


 


“Agreement”
means this Loan and Security Agreement and all exhibits, riders and schedules at any time executed by the parties and made a part
hereof by reference, either as originally executed or as hereafter amended, restated, modified or supplemented from time to time.


 



    	1



    	 



    

 


“Applicable
Law” means all laws, rules and regulations applicable to the Person, conduct, transaction, covenant or Loan Documents
in question, including, without limitation, all applicable law and equitable principles; all provisions of all applicable state
and federal constitutions, statutes, rules, regulations and orders of governmental bodies; and all orders, judgments and decrees
of all courts and arbitrators.


 


“Approved
Invoice” means an invoice for the aggregate purchase price of Merchandise purchased by Borrower with a purchase order
approved by Aaron.


 


“Asset Disposition”
shall mean (i) all sales of Merchandise; (ii) all Merchandise which is determined to have been stolen; (iii) all
Merchandise that is destroyed, lost or otherwise removed from the premises of Borrower other than pursuant to a Lease Contract
or by outright sale or for repair work; and (iv) all “skipped” Merchandise which is Merchandise subject to a Lease
Contract.


 


“Asset Disposition
Prepayment” shall have the meaning set forth in Section 2.12(b) hereof.


 


“Balances”
means all monies and funds of Borrower at any time on deposit with Bank.


 


“Bank”
shall mean SunTrust Bank and its successors and assigns.


 


“Bankruptcy
Code” means the Bankruptcy Reform Act of 1978, as may be amended from time to time.


 


“Books and
Records” means all of Borrower’s books and records evidencing or relating to its business, financial condition
or the Collateral, including, but not limited to, all customer lists, ledgers, invoices, purchase orders, financial statements,
computer tapes and disks.


 


“Borrowing
Base” shall mean, on any date of determination, an amount equal to [___] multiplied by Rental Revenue for the most recently
ended three calendar months.


 


“Borrowing
Base Report” shall have the meaning set forth in Section 2.5(iv) hereof.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in Atlanta, Georgia are authorized
by law to close.


 


“Chattel Paper”
shall have the meaning ascribed to it in the Code.


 


“Closing Date”
shall mean for (i) the Revolving Commitment, the date set forth in the Revolving Note on which all Loan Documents have been executed
and delivered and the conditions precedent to funding the loan have been satisfied, (ii) the Term Loan, the date set forth in the
Term Note on which all Loan Documents have been executed and delivered and the conditions precedent to funding the loan have been
satisfied and (iii) the Line of Credit Commitment, the date set forth in the Line of Credit Note on which all Loan Documents have
been executed and delivered and the conditions precedent to funding the loan have been satisfied.


 


“Closing Fee”
shall have the meaning given to such term in Section 2.13 hereof.


 


“Code”
means the Uniform Commercial Code as in effect from time to time in the State of Georgia.


 


“Collateral”
shall have the meaning given to such term in Section 3.1 hereof.


 



    	2



    	 



    

 


“Collateral
Agreement” means an agreement executed by Borrower and any other Persons primarily or secondarily liable for all or part
of the Loans or granting a security interest to Bank in specified Collateral as security for the Loans, including without limitation,
this Agreement and any Guaranties.


 


“Commitment
Fee” shall have the meaning set forth in Section 2.14 hereof.


 


“DDA Account”
shall mean Borrower’s Demand Deposit Account into which Bank shall deposit the Advances for the purpose of (i) paying, by
means of ACH transfer, Approved Invoices arising from purchases of Merchandise from a supplier, including any freight charges to
the extent Aaron consents thereto and (ii) paying, to Borrower’s own account upon the consent of Aaron, state use taxes associated
therewith.


 


“Debt”
means (i) indebtedness for borrowed money or for the deferred purchase price of property or services (other than trade accounts
payable on customary terms in the ordinary course of business), (ii) financial obligations evidenced by bonds, debentures, notes
or other similar instruments, (iii) financial obligations as lessee under leases which shall have been or should be, in accordance
with GAAP, recorded as capital leases, and (iv) obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness
or financial obligations of others of the kinds referred to in clauses (i) through (iii) above.


 


“Debt Service”
shall mean, for any particular period, the total required payments of principal (excluding any payments of principal required to
be made as a result of any Asset Disposition), interest and fees made by Borrower with respect to its Debt during such period to
the extent that such Debt arises pursuant to this Agreement or any other financing arrangement with respect to Merchandise.


 


“Default Condition”
means the occurrence of any event which, after satisfaction of any requirement for the giving of notice or the lapse of time, or
both, would become an Event of Default.


 


“Default Rate”
means the annual percentage interest rate applied to the principal of the Loans not paid when due under the terms of the applicable
Loan Documents, which rate shall equal the sum of two percent (2%) per annum plus the Floating Rate.


 


“Delinquent
Payment Fee” shall have the meaning given to such term in Section 2.15 hereof.


 


“Documents”
shall have the meaning ascribed to it in the Code.


 


“Environment”
means navigable waters, waters of the contiguous zone, ocean waters, natural resources, surface waters, ground water, drinking
water supply, land surface, subsurface strata, ambient air, both inside and outside of buildings and structures.


 


“Environmental
Laws” means federal, state, local and foreign laws, principles of common law, regulations and codes, as well as orders,
decrees, judgments or injunctions issued, promulgated, approved or entered thereunder relating to pollution, protection of the
environment or public health and safety, including, but not limited to the release or threatened release of Hazardous Substances
into the Environment or otherwise relating to the presence, manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Substances.


 



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“Equipment”
means all machinery, equipment, furniture, fixtures, motor vehicles and other tangible personal property (other than Inventory)
of Borrower, including, but not limited to, all items described on the Equipment Schedule (if attached) and all substitutions and
replacements thereof.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 


“Event of
Default” shall have the meaning given to such term in Section 9 hereof.


 


“Floating
Rate” means a rate of interest per annum equal to the Prime Rate plus an additional [four and three-quarters] percent
([4.75%]1) per annum, such rate to change as and when the Prime Rate changes.


 


“Franchise
Agreement” means the written agreement between (a) Aaron and Borrower whereby Borrower is authorized to establish an
“Aaron’s” franchise or (b) Borrower and either Aaron or 99LTO, LLC whereby Borrower is authorized to establish
a HomeSmart franchise.


 


“GAAP”
means generally accepted accounting principles in the United States, consistently applied.


 


“General Intangibles”
shall have the meaning ascribed to it in the Code and shall include, without limitation, all of Borrower’s tax refund claims,
patents, copyrights, licenses, trademarks, trade names, service marks, patent applications and choses in action.


 


“Guarantor”
means each Person who now or hereafter guarantees payment of the whole or any part of the Loan Indebtedness.


 


“Guaranty”
means any guaranty agreement executed by each of the partners, shareholders, and where not prohibited by law, the spouses of such
persons, of Borrower, or such other Persons as may be required by the Bank, in favor of the Bank with respect to the obligations
of Borrower with respect to the Loans in the form provided by the Bank, as the same may be amended, restated or supplemented from
time to time.


 


“Hazardous
Substances” means any waste, pollutant, hazardous substance, toxic substance, hazardous waste, special waste, industrial
substance or waste, petroleum or petroleum-derived substance or waste, or any constituent of any such substance or waste, including
without limitation, any such substance regulated under or defined by any Environmental Law.


 


“HomeSmart”
shall mean the “HomeSmart” concept of Aaron’s or 99LTO, LLC, a Georgia limited liability company and a wholly
owned subsidiary of the Sponsor.


 


“Instrument”
shall have the meaning ascribed to it in the Code.


 


“Inventory”
means all inventory of Borrower, including, without limitation, all raw materials, work-in-process, finished goods, goods being
leased pursuant to Lease Contracts, and other goods held by Borrower for sale or lease or furnished under contracts of service.


 


”Investment
Property” shall have the meaning ascribed to it in the Code.


 


 






1
Note: This interest rate shall be as designated by Aaron’s in the applicable loan Funding Approval Notice.


 



    	4



    	 



    

 


“Lease Contract”
means a contract between Borrower and a customer to lease Merchandise in the form approved by Aaron (and which may included purchase
options).


 


“Lien”
means any interest in property securing an obligation, whether such interest is based on the common law, statute or contract, including,
without limitation, a security interest, lien or security title arising from a security agreement, mortgage, security deed, trust
deed, pledge or condition sale, or a lease, consignment or bailment for security purposes.


 


“Line of Credit
Commitment” means the committed line of credit facility established by the Bank in favor of Borrower in the amount set
forth in the Line of Credit Note and upon the terms described in this Agreement.


 


“Line of Credit
Loan” means a loan or an advance made by the Bank to the Borrower under its Line of Credit Commitment.


 


“Line of Credit
Note” means a note executed by Borrower in favor of Bank, substantially in the form of Exhibit A-1 attached hereto
in the committed principal amount of the Bank’s Line of Credit Commitment evidencing the obligation of the Borrower to repay
its Line of Credit Loans.


 


“Loan Account”
means the internal bank loan account established by the Bank for Borrower.


 


“Loan Documents”
means this Agreement, the Notes, the Collateral Agreements, any other documents relating to the Loans delivered by Borrower or
any guarantor or surety thereof to the Bank and any amendments thereto.


 


“Loan Indebtedness”
means all amounts due and payable by Borrower under the terms of the Loan Documents with respect to the Loans made thereunder,
including, without limitation, outstanding principal, accrued interest, any late charges, and all reasonable costs and expenses
of any legal proceeding brought by the Bank to collect any of the foregoing (including without limitation, reasonable attorneys’
fees).


 


“Loans”
means the Line of Credit Loans, Revolving Loans or Term Loans.


 


“Loan Term”
shall have the meaning set forth in Section 2.8 hereof.


 


“Material
Adverse Effect” shall mean any materially adverse change in (i) the business, results of operations, financial condition,
assets or prospects of the Borrower, taken as a whole, (ii) the ability of the Borrower to perform its obligations under this Agreement,
or (iii) the ability of the Guarantors (taken as a whole) to perform their respective obligations under the Guaranty.


 


“Maturity
Date” shall mean for (i) the Revolving Commitment, the date set forth in the Revolving Note, as it may be extended in
accordance with the provisions of Section 2.8, (ii) the Term Loan, the date set forth in the Term Note and (iii) the Line of Credit
Commitment, the date set forth in the Line of Credit Note, as it may be extended in accordance with the provisions of Section 2.8.


 


“Merchandise”
means goods distributed or sold to Borrower through Aaron.


 


“Net Book
Value” means, for any item of Merchandise, the cost of such Merchandise less accumulated depreciation as calculated
in accordance with the Aaron’s Proprietary System.


 


“Note”
means the Line of Credit Note, the Revolving Note, or the Term Note, as the case may be.


 



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“Opening Date”
shall mean with respect to each store location, the date determined by Aaron to be the opening date of such location in accordance
with its standard practice, as notified to the Bank.


 


“Payment Date”
shall mean the last day of each calendar month; provided, however, if such day is not a Business Day, the next succeeding
Business Day.


 


“Person”
means a corporation, an association, partnership, an organization, a business, a business trust, a limited liability company, an
individual, a government or political subdivision thereof or a governmental agency.


 


“Prime Rate”
means the per annum rate of interest designated from time to time by the Bank to be its prime rate, with any change in the rate
of interest resulting from a change in the Prime Rate to be effective as of the opening of business of the Bank on the day of such
change. The prime rate is one of several reference rates used by the Bank and the Bank makes loans at rates both higher and lower
than the Prime Rate.


 


“Quarterly
Covenant Compliance Report” shall mean that Quarterly Covenant Compliance Report substantially in the form of Exhibit
C attached hereto.


 


“Rental Revenue”
means, for any period, the gross revenues of Borrower from leases to the public of Borrower’s furniture inventory, computer,
electronics, appliances and lease equipment including, without limitation, all customer deposits, advance lease payments, waiver
fees, late fees, delivery fees, nonsufficient fund fees, reinstatement fees, but excluding all retail sales proceeds and sales
taxes.


 


“Revolving
Commitment” means the committed revolving facility established by the Bank in favor of Borrower in the amount
set forth in the Revolving Note and upon the terms described in this Agreement.


 


“Revolving
Loan” means a loan or an advance made by the Bank to the Borrower under its Revolving Commitment.


“Revolving
Note” means a note executed by Borrower in favor of Bank, substantially in the form of Exhibit A-2 attached hereto,
in the committed principal amount of the Bank’s Revolving Commitment evidencing the obligation of the Borrower to repay its
Revolving Loans.


 


“Solvent”
means, as to any Person, such Person (i) is able to pay, and does pay, its debts as they mature and (ii) has a positive tangible
net worth determined in accordance with GAAP.


 


“Spousal Consent”
shall mean any agreement provided by the spouse of any Person executing a Guaranty to the extent such spouse has not personally
executed a Guaranty, to be substantially in the form provided by the Bank.


 


“Subsidiary”
means any corporation or other entity of which securities or other ownership interests having ordinary voting power to elect a
majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by
Borrower.


 


“Term Loan”
shall mean a single loan made by the Bank to the Borrower in an amount not to exceed the Term Loan Commitment.


 



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“Term Loan
Commitment” shall mean, the obligation of the Bank to make a Term Loan in favor of Borrower in the amount set
forth in the Term Note and upon the terms described in this Agreement.


 


“Term Note”
means a note executed by Borrower in favor of Bank, substantially in the form of Exhibit A-3 attached hereto in the committed
principal amount of the Bank’s Term Loan Commitment evidencing the obligation of the Borrower to repay its Term Loan.


 


1.2.          Accounting
Terms and Determination. Accounting terms used in this Agreement such as “amortization,” “depreciation,”
“interest expense,” and “tangible net worth” shall have the meaning normally given them by, and shall be
calculated (both as to amounts and classification of items) in accordance with, GAAP. Any pronoun used herein shall be deemed to
cover all genders. All references to statutes and related regulations shall include any amendments of same and any successor statutes
and regulations, and all references to any instruments or agreements, including, without limitation, references to any of the Loan
Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof.


 


		2.	LOAN; USE OF PROCEEDS.



 


2.1.          Establishment
of DDA Account; Loan Account. (a) Prior to the Closing Date, Bank shall establish a DDA Account for Borrower.


 


(b) Prior to the Closing
Date, Bank shall also establish on its books an internal loan account in Borrower’s name (the “Loan Account”)
in which Bank shall record, in accordance with customary accounting practice, all charges, expenses and other items properly chargeable
to Borrower; all payments made by Borrower on account of indebtedness evidenced by the Loan Account; all proceeds of Collateral
which are finally paid to Bank at its office in cash or solvent credits; and other appropriate debits and credits. The debit balance
of the Loan Account shall reflect the amount of Borrower’s Loan Indebtedness from time to time by reason of the Loans and
other appropriate charges hereunder. At least once each month, Bank shall render a statement of account for the Loan Account, which
statement shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to
the contrary within thirty (30) days after Bank’s sending of said statement to Borrower.


 


2.2.          Establishment
of Line of Credit Loan.   Any Line of Credit Commitment now or hereafter committed to by Bank pursuant to which
Borrower shall execute and deliver to Bank a Line of Credit Note shall be governed by and issued pursuant to the provisions, terms
and conditions set forth herein.


 


2.3.          Line
of Credit Advances. (i) Upon Borrower’s execution of this Agreement and a Line of Credit Note and compliance with the
terms of this Agreement ,and subject to Bank’s confirmation if requested by Aaron that Bank has a first priority security
interest in the Collateral, Bank shall notify Borrower that Borrower may request Advances pursuant to the Line of Credit Commitment.
Bank shall make such Advances into the DDA Account for the sole purposes of honoring requests from Borrower, made through the Aaron’s
Proprietary System, for ACH transfers to suppliers of Merchandise in payment of Approved Invoices, including any freight charges
to the extent Aaron consents thereto, or with Aaron’s consent, to Borrower’s own account for the payment of sales use
taxes. Borrower shall not use the DDA Account for any other purpose. The maximum principal amount of Advances under the Line of
Credit Commitment at any time outstanding shall not exceed the committed amount of the Line of Credit
Commitment. Each Advance shall be in the amount of not less than $500.


 



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(ii) Borrower shall
submit purchase order requests for Merchandise to Aaron from time to time. In the event that the purchase order is authorized pursuant
to the Franchise Agreement, Aaron will prepare the purchase order and submit the same to the appropriate supplier requested by
Borrower. The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will be responsible for (i)
inspecting all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (ii) paying all freight
and other shipping and/or insurance charges arising in connection therewith with funds other than Loan Proceeds, unless otherwise
agreed by Aaron. The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower
wishes to pay such invoice, Borrower, subject to availability of the Line of Credit Commitment, shall pay such invoice by directing
the Bank, through the Aaron’s Proprietary System, to pay such invoice by means of an ACH transfer from its DDA Account. Any
directions for ACH transfers correctly inputted into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta, Georgia
time) on any Business Day, shall be paid by the Bank no later than the third Business Day thereafter, unless Borrower is otherwise
notified by Aaron or the Bank.


 


(iii) Upon receipt
of the request for an ACH transfer (provided that such request relates to an Approved Invoice), the Bank shall honor such request
by making an Advance pursuant to the Line of Credit Commitment in the amount of such request into the Borrower’s DDA Account
and automatically forwarding such amount to the supplier by means of an ACH transfer in accordance with the instructions of Borrower.
Upon receipt of any request to deposit funds into an account in the name of Borrower and receipt of Aaron’s approval thereof,
the Bank shall honor such request by making an Advance pursuant to the Line of Credit Commitment in the amount of such request
into the Borrower’s DDA Account and automatically forwarding such amount to such account of the Borrower by means of an ACH
transfer in accordance with the instructions of Borrower. In the event that a request for an ACH transfer is presented for payment
and Borrower’s availability pursuant to the Line of Credit Commitment is insufficient to honor such request, the Bank may,
but shall have no obligation to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due
and payable upon demand. At the end of each calendar month, Bank shall provide Borrower with a monthly DDA Account statement in
the form customarily used by Bank for its commercial customers and a loan account statement.


 


(iv) The aggregate
amount of Advances made to the Borrower during such month shall be amortized into eighteen (18) or twenty-four (24) (as designated
by Aaron in writing from time to time) equal payments of principal due and payable on the next succeeding Payment Dates; provided
that, in the event that the Bank terminates the Line of Credit Commitment as provided in Section 2.8 below, all outstanding
amounts shall be due and payable on the 24th Payment Date following such termination.


 


2.4.          Establishment
of Revolving Loan.      Any Revolving Commitment now or hereafter committed
to by Bank pursuant to which Borrower shall execute and deliver to Bank a Revolving Note shall be governed by and issued pursuant
to the provisions, terms and conditions set forth herein.


 


2.5.          Revolving
Advances. (i) Upon Borrower’s execution of this Agreement and a Revolving Note and compliance with the terms of this
Agreement and subject to Bank’s confirmation if requested by Aaron that Bank has a first priority security interest in the
Collateral, Bank shall notify Borrower that Borrower may request Advances pursuant to the Revolving Commitment. Bank shall make
such Advances into the DDA Account for the sole purposes of honoring requests from Borrower, made through the Aaron’s Proprietary
System, for ACH transfers to suppliers of Merchandise in payment of Approved Invoices, including any freight charges to the extent
Aaron consents thereto, or with Aaron’s consent, to Borrower’s own account for the payment of sales use taxes. Borrower
shall not use the DDA Account for any other purpose. The maximum principal amount of Advances under the Revolving Commitment at
any time outstanding shall not exceed the lesser of (A) the committed amount of the Revolving Commitment and (B) the sum of the
Borrowing Base minus the outstanding principal amount of the Term Loan, as most recently reported by Aaron to Bank pursuant to
Section 2.5(iv) hereof (such lesser amount herein referred to as the “Revolver Availability”). Each Advance shall be
in the amount of not less than $500.


 



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(ii)         Borrower
shall submit purchase order requests for Merchandise to Aaron. In the event that the purchase order is authorized pursuant to the
Franchise Agreement, Aaron will prepare the purchase order and submit the same to the appropriate supplier requested by Borrower.
The supplier will be instructed to ship all Merchandise directly to Borrower and Borrower will be responsible for (i) inspecting
all Merchandise and resolving all disputes regarding the Merchandise with such supplier and (ii) paying all freight and other shipping
and/or insurance charges arising in connection therewith with funds other than Loan Proceeds, unless otherwise agreed by Aaron.
The supplier will invoice Borrower for such Merchandise in accordance with normal industry practice. When Borrower wishes to pay
such invoice, Borrower, subject to the Revolver Availability, shall pay such invoice by directing the Bank, through the Aaron’s
Proprietary System, to pay such invoice by means of an ACH transfer from its DDA Account. Any directions for ACH transfers correctly
inputted into the Aaron’s Proprietary System prior to 12:00 Midnight (Atlanta, Georgia time) on any Business Day, shall be
paid by the Bank no later than the third Business Day thereafter, unless Borrower is otherwise notified by Aaron or the Bank.


 


(iii)        Upon
receipt of the request for an ACH transfer (provided that such request relates to an Approved Invoice), the Bank shall honor such
request by making an Advance pursuant to the Revolving Commitment in the amount of such request into the Borrower’s DDA Account
and automatically forwarding such amount to the supplier by means of an ACH transfer in accordance with the instructions of Borrower.
Upon receipt of any request to deposit funds into an account in the name of Borrower and receipt of Aaron’s approval thereof,
the Bank shall honor such request by making an Advance pursuant to the Revolving Commitment in the amount of such request into
the Borrower’s DDA Account and automatically forwarding such amount to such account of the Borrower by means of an ACH transfer
in accordance with the instructions of Borrower. In the event that a request for an ACH transfer is presented for payment and Borrower’s
availability pursuant to the Revolving Commitment is insufficient to honor such request, the Bank may, but shall have no obligation
to, make such overadvance, which shall be an Advance for all purposes hereunder, but shall be due and payable upon demand. At the
end of each calendar month, Bank shall provide Borrower with a monthly DDA Account statement in the form customarily used by Bank
for its commercial customers and a loan account statement.


 


(iv)        On
the fifth Business Day of each month, for Borrowers with a Revolving Loan (as determined on the last day of the preceding calendar
month), Aaron shall calculate the Borrowing Base and report the same to Bank in writing (the “Borrowing Base Report”),
and Bank shall be entitled to rely conclusively upon such information. Upon receipt of the Borrowing Base Report, Bank shall input
such information into Bank’s loan records to be effective as of the date which is two Business Days after receipt of such
information. On the 15th day of each calendar month, Bank shall mail to Borrower a bill setting forth the total amount
of principal (to the extent that the aggregate outstanding principal amount of the Revolving Loans exceeds the lesser of the Revolving
Commitment or the Borrowing Base as set forth in the most recent Borrowing Base Report) and interest due on the next Payment Date
which bill shall be considered correct, and accepted by and conclusively binding upon Borrower, unless Borrower notifies Bank to
the contrary within thirty (30) days after Bank’s sending of said bill to Borrower. In addition, Bank, on the date which
is two Business Days after receipt of the Borrowing Base Report from Aaron, shall notify Borrower in writing (including facsimile)
of the new Borrowing Base for Borrower and shall require that Borrower repay on the next Payment Date any additional Advances made
since the date of the preparation of the statement for such Payment Date if necessary to avoid any overadvance as of such date
and such amount (in addition to any amounts set forth in the bill to Borrower) shall be due and payable on the next Payment Date.


 



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2.6.          Term
Loan. Any Term Loan Commitment now or hereafter committed to by Bank pursuant to which Borrower shall execute and deliver to
Bank a Term Note shall be governed by and issued pursuant to the provisions, terms and conditions set forth herein. Upon Borrower’s
execution of this Agreement and a Term Note and compliance with the terms of this Agreement and subject to Bank’s confirmation
if requested by Aaron that Bank has a first priority security interest in the Collateral, Bank may make a Term Loan to the Borrower
in a principal amount not to exceed the Term Loan Commitment; provided, that if for any reason the full amount of the Bank’s
Term Loan Commitment is not fully drawn on the Closing Date, the undrawn portion thereof shall automatically be cancelled.


 


2.7.          Repayment.


 


(i) Line of Credit
Loans. Payments of principal and interest with respect to Line of Credit Loans shall be due and payable by Borrower to Bank
on each Payment Date and subject to the provisions of Section 2.8 below, on the Maturity Date for the Line of Credit Commitment,
unless sooner accelerated in accordance with the terms hereof.


 


(ii) Revolving Loans.
Payments of principal for Revolving Loans shall be due and payable by Borrower to Bank, subject to the provisions of Section 2.10(b)
below, on the Maturity Date for the Revolving Commitment, unless sooner accelerated in accordance with the terms hereof.


 


(c)    (iii)
Term Loans. Payments of principal for Term Loans shall be due and payable by Borrower to Bank in installments payable on
the dates set forth in the Term Note, provided, that, to the extent not previously paid, the aggregate unpaid principal
balance of the Term Loans shall be due and payable on the Maturity Date for the Term Loan.


 


(iv) Except as provided
below, all payments of principal of, or interest on, the Loan Documents (including Asset Disposition Prepayments) and all other
sums due under the terms of the Loan shall be made in either (x) immediately available funds (including ACH transfers), or (y)
checks or money orders made payable to the Bank at its principal office in Atlanta, Georgia in accordance with written instructions
provided by the Bank. All voluntary prepayments of the Loan shall be made to the Bank at its Program Lending Department in Atlanta,
Georgia using preprinted envelopes provided by the Bank for such purpose or, if such envelopes are unavailable, mailed to the following
address:


 


Aaron’s Program Manager


SunTrust Bank


Program Lending


3333
Peachtree Road, N.E., 3rd Floor,


Mail Code 1802


Atlanta,
Georgia 30326


  



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2.8.          Loan
Term; Voluntary Termination.


 


(i) The original term
of the Line of Credit Commitment shall be for a period of 364 days from the Closing Date (the “Loan Term”). Thereafter,
the Loan Term may be extended from time to time in the sole discretion of the Bank for an additional period up to 364 days (the
“Extended Loan Term”) by written notice from Bank to Borrower unless either party terminates the Line of Credit Commitment
as set forth hereunder. Upon written notice to the Bank, the Borrower may, at its option, terminate the Line of Credit Commitment.
The Bank may, at its option, terminate the Line of Credit Commitment, which termination will occur on the earlier of: (x) on the
then-current Maturity Date should the Bank determine it will not extend the Line of Credit Commitment beyond the Loan Term or the
Extended Loan Term, as provided for in the immediately preceding sentence and without further notice or action by the Bank, or
(y) upon ninety (90) days prior written notice to the Borrower for any termination other than on the then-current Maturity Date.
Bank may also terminate the Line of Credit Commitment pursuant to Section 10 hereof. Upon the effective date of a termination of
the Line of Credit Commitment effected by Borrower, the principal of and all accrued but unpaid interest on the Loan Indebtedness
shall be forthwith due and payable, but all of the duties and covenants of Borrower hereunder, and all rights, remedies and privileges
of Bank under this Agreement and Bank’s security interest in the Collateral, shall continue in full force and effect until
all of the Loan Indebtedness is fully and finally paid. In the event Bank elects to terminate, (i) Bank shall continue to make
Advances until the effective date of the termination and (ii) Advances outstanding at the effective date of the termination shall
be repaid according to an eighteen (18) month amortization schedule or a twenty-four (24) month amortization schedule provided
above, provided that, notwithstanding the foregoing all outstanding Loan Indebtedness shall be due and payable in full on the 24th
Payment Date following termination of the Line of Credit Commitment by the Bank. Nothing set forth in this Section 2.8 shall be
deemed to limit the ability of the Bank to declare all amounts outstanding under the Note immediately due and payable upon the
occurrence of an Event of Default hereunder as provided herein.


 


(ii) The original
term of the Revolving Commitment shall terminate on the Maturity Date subject to Section 10 hereof, which may be extended from
time to time in the sole discretion of the Bank for an additional period up to 364 days (the “Extended Loan Term”)
by written notice from Bank to Borrower, unless either party terminates the Loan as set forth hereunder. The Bank may, at its option,
terminate the Revolving Commitment, which termination will occur on the then-current Maturity Date without further notice or action
by the Bank. Upon the termination of the Revolving Commitment, the principal of and all accrued but unpaid interest on the Loan
Indebtedness shall be forthwith due and payable, but all of the duties and covenants of Borrower hereunder, and all rights, remedies
and privileges of Bank under this Agreement and Bank’s security interest in the Collateral, shall continue in full force
and effect until all of the Loan Indebtedness is fully and finally paid


 


(iii) The Term Loan
shall terminate on the Maturity Date for the Term Loan set forth in the Term Note, which date shall be no more than four years
from the Closing Date, subject to Section 10 hereof. Upon the termination of the Term Loan, the principal of and all accrued but
unpaid interest on the Loan Indebtedness shall be forthwith due and payable, but all of the duties and covenants of Borrower hereunder,
and all rights, remedies and privileges of Bank under this Agreement and Bank’s security interest in the Collateral, shall
continue in full force and effect until all of the Loan Indebtedness is fully and finally paid.


 


2.9.          Interest.
(a) From and after the date hereof, interest shall accrue on the unpaid principal amount of the Loan Indebtedness at the Floating
Rate. Interest shall be calculated daily and shall be computed on the basis of actual days elapsed over the period of a 360 day
year. Interest shall be payable in arrears on each Payment Date and on the Maturity Date, whether due to acceleration or otherwise.
Any principal amount outstanding pursuant to a Loan Commitment not paid when due shall bear interest at the Default Rate, which
shall be payable upon demand. After the occurrence of an Event of Default and during the continuance thereof, the outstanding principal
balance of the Loans shall bear interest at the Default Rate, which shall be payable upon demand.


 


(b) In no contingency
or event whatsoever shall the amount paid or agreed to be paid to Bank for the use, forbearance or detention of money advanced
under this Agreement exceed the highest lawful rate permissible under Applicable Law. It is the intent hereof that Borrower will
not pay or contract to pay, and that Bank not receive or contract to receive, directly or indirectly in any manner whatsoever,
interest in excess of that which may be charged to and paid by Borrower under Applicable Law. All interest (and charges deemed
interest) paid or agreed to be paid to Bank shall, to the extent permitted by Applicable Law, be amortized, pro rated, allocated
and spread in equal parts throughout the full term hereof until payment in full of the principal amount of the Loan Indebtedness
owing hereunder (including the period of any renewal or extension hereof) so that interest on the principal amount of the Loan
Indebtedness outstanding hereunder for such full period will not exceed the maximum amount permitted by Applicable Law.


 



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2.10.         Loan
Prepayment.


 


(a) Voluntary Prepayment.
Borrower shall have the right to prepay the Loans in whole or in part upon at least two (2) Business Days’ prior written
notice to Bank. Partial prepayments of any Line of Credit Loan (other than proceeds of Asset Dispositions which shall be applied
as set forth in the following Section 2.12(b)) shall be applied to reduce the current month’s Advances with any excess prepayment
applied to unpaid principal payments of the Loan in inverse order of maturity.


 


(b) Mandatory
Prepayment. (i) For the Line of Credit Loan, mandatory prepayment shall be required for Asset Dispositions. For the Revolving
Loan, on any Payment Date on which the aggregate outstanding principal amount of the Revolving Loan exceeds the lesser of the Revolving
Commitment or the Borrowing Base, as most recently reported to Borrower by Bank pursuant to Section 2.5(iv) hereof, Borrower shall
prepay the Revolving Loans in the amount of such overadvance, as notified to Borrower by Bank.


 


2.11.         Audits.
Borrower hereby consents and authorizes Aaron or the Bank or any agent or representative thereof to conduct periodic field audits
of Borrower. Such field audits may include, without limitation, examinations of the payment receipts, tax returns, bank statements,
loan statements, Lease Contracts, inventory on hand, computer-generated reports of Asset Dispositions, Rental Revenue and other
financial data necessary to determine the accuracy and validity of the reports, compliance certificates, financial reports and
other information forwarded to either of the Bank or Aaron by Borrower in connection with the Loan.


 


2.12.         Tracking
of Merchandise; Asset Dispositions.


 


(a) All Merchandise
financed by the Bank must be serialized by means of the Aaron’s Proprietary System for appropriate reconciliation of Advances
and receipt of Merchandise and for purposes of tracking Asset Dispositions, if applicable. Borrower shall be obligated to furnish
serial numbers for all Merchandise purchased directly to Aaron on a weekly basis (and, if available, on a daily basis) by transmittal
of Borrower’s receiving report (containing Aaron’s Proprietary System numbers) directly to Aaron on the Aaron’s
Proprietary System. As set forth more fully below, Aaron will maintain and track such information as agent for the Bank and the
Bank shall at all times have access to such information.


 


(b)          If
Borrower has a Line of Credit Note and an Asset Disposition occurs, Borrower shall immediately report such Asset Disposition to
Aaron by means of the Aaron’s Proprietary System, such information to include the Aaron’s Proprietary System numbers,
and if assigned, the serial numbers of the Merchandise subject to the Asset Disposition, the Net Book Value of such Merchandise
and the proceeds received by Borrower therefrom. Aaron, on a monthly basis, shall transmit all such information to the Bank in
a summary form. Based solely on such information provided by Aaron, the Bank will notify Borrower on a monthly basis, of the amount
of the required prepayment (the “Asset Disposition Prepayment”) of the aggregate outstanding amount of the Line of
Credit Loan due on the next Payment Date which amount shall be equal to the Net Book Value of the Asset Dispositions during the
preceding month not applied to Advances made during such month as set forth above, unless otherwise agreed to by the Bank. The
Borrower shall be notified by the Bank by the 15th day of each calendar month of the Asset Disposition Prepayment and payment thereof
shall be due on the next succeeding Payment Date.


 



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2.13.         Closing
Fee. On the Closing Date of each Loan, Borrower shall pay to Bank a closing fee (“Closing Fee”) in the amount of
$500 per store location.


 


2.14.         Commitment
Fees.


 


(a)  Borrower shall
pay a commitment fee (the “Commitment Fee”) on any unused portion of the Line of Credit Commitment and the Revolving
Commitment in the amount of _________________% per annum, such Commitment Fee to be paid quarterly
in arrears on every third Payment Date, commencing on the third Payment Date after the Closing Date.


 


(b)     All
Commitment Fees shall be paid on the dates due, in immediately available funds, to the Bank.


 


2.15.         Delinquent
Payment Fees. In the event that any payment due and payable hereunder is not received by the Bank on the Payment Date when
due, the Borrower shall, upon request from the Bank, pay to the Bank a delinquent payment fee (the “Delinquent Payment Fee”)
in an amount equal to the greater of (i) one percent (1%) of the amount of the late payment and (ii) $500.00.


 


		3.	COLLATERAL AND INSURANCE.



 


3.1.          Granting
of Security Interest in Collateral. As security for the payment and performance of all of the Loan Indebtedness, Bank shall
have and Borrower hereby grants to Bank a continuing security interest in the following described property of Borrower, whether
now in existence or hereafter created or acquired and wherever located (collectively, the “Collateral”): all Accounts,
Merchandise, Inventory, Investment Property, Equipment, General Intangibles, Documents, Instruments, Chattel Paper (including,
but not limited to, the Lease Contracts), Balances, fixtures, and Books and Records, and all products and proceeds of the foregoing
(including insurance proceeds). The Loan Indebtedness shall also be secured by any other property (whether real or personal) in
which Borrower may have heretofore or concurrently herewith granted, or may hereafter grant, a Lien in favor of Bank.


 


3.2.          Form
of Lease Contracts. All Lease Contracts will be (a) in a form prescribed by Aaron for use by its franchisees and the
franchisees of HomeSmart, (b) be transferable to Bank and (c) contain the following provision:


 


			“The undersigned consents to the transfer of, or grant of a security interest in, any or
all of the Lessor’s right, title and interest (residual or otherwise) in and under this Agreement to any third party. No
such transfer, grant of security interest or enforcement of security interest will affect the undersigned’s lease obligations,
change any duties of, or increase any burdens or risks imposed on, the parties to this Agreement. All rights and remedies of the
undersigned provided under Section 2A-303 of the Uniform Commercial Code, as adopted in the applicable jurisdiction, are waived
..”



 


Immediately upon execution of
the same, all Lease Contracts shall be hereby assigned to Bank, and, immediately upon Bank’s request, delivered to Bank together
with any and all related documents, and will contain, by way of a stamp or as a part of the preprinted lease contract, the following
legend directly below Borrower’s customer’s signature:


 



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“FOR VALUE RECEIVED, THIS
AGREEMENT HAS BEEN ASSIGNED TO SUNTRUST BANK AS COLLATERAL SECURITY AND THERE ARE NO DEFENSES AGAINST THE ASSIGNEE.”


 


Borrower will not assign, sell, pledge,
convey or by any other means transfer to any person other than Bank any Lease Contracts or Chattel Paper, without Bank’s
prior written consent.


 


3.3.          Other
Documents. Borrower shall execute and deliver, or shall be caused to be executed and delivered, to Bank such other instruments,
agreements, assignments, notifications or other documents relating to the Collateral as Bank may from time to time request in order
to evidence, perfect or continue the perfection of Bank’s Liens upon any of the Collateral.


 


3.4.          Insurance.
Borrower shall maintain and keep in force insurance of the types and in the amounts customarily carried in lines of business similar
to Borrower’s and such other insurance as Bank may require, including, without limitation, theft, fire, public liability,
business interruption, casualty, property damage, and worker’s compensation insurance, which insurance shall be carried with
companies and in amounts satisfactory to Bank. All casualty and property damage insurance shall name Bank as mortgagee, sole loss
payee or additional insured, as appropriate. Borrower shall deliver to Bank from time to time, at Bank’s request, copies
of all such insurance policies and certificates of insurance and schedules setting forth all insurance then in effect. Each policy
of insurance shall contain a clause requiring the insurer to give not less than thirty (30) days’ prior written notice to
Bank in the event of any lapse, termination or cancellation of the policy for any reason whatsoever and a clause that the interest
of Bank shall not be impaired or invalidated by any act or neglect of Borrower or owner of the property nor by the occupation of
the premises for purposes more hazardous than are permitted by said policy. All such insurance policies shall contain such other
provisions as Bank may require in order to protect Bank’s security interests in the collateral and Bank’s right to
receive payments under such policies. Borrower hereby appoints Bank as attorney-in-fact for Borrower to file claims under any insurance
policies, to receive, receipt and give acquittance for any payments that may be payable to Borrower thereunder, and to execute
any and all endorsements, receipts, releases, assignments, reassignments, or other documents that may be necessary to effect the
collection, compromise or settlement of any claims under any such insurance policies, which power of attorney shall be deemed coupled
with an interest and irrevocable so long as Bank shall have a security interest in any of the Collateral pursuant to this Agreement.
If Borrower shall fail to procure such insurance or to pay any premium with respect thereto, then Bank may, at its discretion,
procure such insurance or pay such premium and any costs so incurred by Bank shall constitute a part of the liabilities secured
hereby. Bank may apply the proceeds of any insurance policy received by Bank to the payment of any liabilities, whether or not
due, in such order of application as Bank shall determine. Borrower shall promptly furnish Bank with certificates or other evidence
satisfactory to Bank indicating compliance with the foregoing insurance requirements.


 


3.5.          Validation
and Collection of Accounts. Whether or not a Default Condition or an Event of Default has occurred, Bank shall have the right,
at any time or times hereafter, in the name of Bank or any designee of Bank to verify the validity, amount or any other matter
relating to any Accounts by mail, telephone or otherwise, and Borrower shall fully cooperate with Bank in an effort to facilitate
and promptly conclude any such verification process. Unless Bank shall at any time following the occurrence of an Event of Default,
elect to give notice to Account Debtors to make payments on the Accounts directly to Bank, Borrower shall endeavor in the first
instance to make collection of its Accounts for Bank. Borrower shall at the request of Bank notify the Account Debtors of the security
interest of Bank in any Account and Bank may itself at any time so notify Account Debtors. Upon or after the occurrence of an Event
of Default, Borrower shall (if and to the extent requested to do so by Bank) notify the Account Debtors to make all payments owing
to Borrower directly to Bank for application to the Loan Indebtedness.


 



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3.6.          Maintenance
of Collateral. Borrower shall maintain all Inventory and Equipment in good condition, reasonable wear and tear excepted in
the case of Equipment, and shall, as and when requested by Bank, provide Bank with a list of all of the Equipment and evidence
of ownership thereof. Borrower shall not permit any of the Equipment to become affixed to any real property so that such Equipment
is deemed a fixture under the real estate laws of the applicable jurisdiction.


 


3.7.          Expenses
Relating to Collateral. Borrower shall pay Bank on demand an amount equal to any and all expenses, including legal fees, incurred
or paid by Bank in connection with Bank’s insuring, maintaining, protecting, storing, safeguarding, or paying Liens with
respect to any of the Collateral or otherwise discharging any duty or obligation of Borrower with respect to any of the Collateral.


 


3.8.          Rights
to Collateral. Bank shall have no duty to collect, protect or preserve the underlying value of any Collateral or any income
thereon or to preserve any rights against prior parties. Bank may exercise its rights and remedies with respect to the Collateral
without first resorting (and without regard) to any other security for the Loan or other sources of payment or reimbursement for
the Loan Indebtedness.


 


		4.	CONDITIONS PRECEDENT.



 


Borrower shall deliver
and Bank shall have received the following documents, each in form and substance satisfactory to Bank, as conditions precedent
of the Loans:


 


(a)          a
validly executed copy of this Agreement;


 


(b)          the
validly executed Notes;


 


(c)          a
validly executed copy of a Guaranty of each partner or majority stockholder of Borrower, and to the extent not prohibited by Applicable
Law, the spouse of such Person; provided, however, that if such spouse is not providing a Guaranty, a validly executed
copy of the Spousal Consent;


 


(d)          a
validly executed landlord’s waiver, in form and substance satisfactory to the Bank, for each location of Borrower where the
financed Merchandise is located;


 


(e)          a
valid Uniform Commercial Code Financing Statements suitable for filing to enable Bank to perfect the security interest granted
to it under this Agreement;


 


(f)          evidence
of Borrower’s good standing;


 


(g)         a
validly executed officer’s certificate or such other evidence acceptable to Bank evidencing Borrower’s corporate, partnership
or other necessary authorization of the Loans and incumbency;


 


(h)          a
certificate of insurance from an insurer acceptable to Bank evidencing Borrower’s compliance with Section 3.4 hereof and
naming the Bank as loss payee/additional insured as follows:


 



    	15



    	 



    

 


Aaron’s Program Manager


SunTrust Bank


Program Lending


3333
Peachtree Road, N.E., 3rd Floor


Mail Code 1802


Atlanta,
Georgia 30326


 


(j) a validly
executed authorization to make the ACH transfers for payments of principal, interest and fees contemplated hereunder, including
without limitation, Asset Disposition Prepayments, mandatory prepayments of the Loans pursuant to Section 2.6(b), which authorization
shall be in form and substance satisfactory to the Bank; and


 


(k) an initial Borrowing
Base Report from Aaron, if applicable.


 


In addition, Bank shall have
satisfied itself that there are no Liens on any of the Collateral, and Bank shall be satisfied that all corporate or partnership
proceedings necessary for the authorization of the Loan shall have been taken and the Bank shall have received any other documents
that it deems necessary or advisable.


 


		5.	BORROWER’S REPRESENTATIONS AND WARRANTIES.



 


To induce Bank to enter
into this Agreement, Borrower represents and warrants as follows:


 


5.1.          Organization
and Qualification of Borrower. Borrower is _________________ under the laws of the state
shown on the first page hereof, and is qualified to do business in all jurisdictions where the character of its properties or the
nature of its activities make such qualification necessary.


 


5.2.          Corporate
or Other Authority; No Violation of Other Agreements. The execution, delivery and performance by Borrower of this Agreement
and the other Loan Documents have been duly authorized by all necessary action on the part of Borrower and do not and will not
(i) violate any provision of Borrower’s articles of incorporation, by-laws, or other organizational documents or any Applicable
Law, or (ii) be in conflict with, result in a breach of, or constitute (following notice or lapse of time or both) a default under
any agreement to which Borrower is a party or by which Borrower or any of its property is bound.


 


5.3.          Enforceability.
This Agreement and each of the other Loan Documents create legal, valid and binding obligations of Borrower enforceable against
Borrower in accordance with their respective terms.


 


5.4.          Entire
Agreement. The Notes and accompanying Loan Documents executed in connection with the Loan and delivered to Bank are the only
contracts evidencing the transaction described herein and constitute the entire agreement of the parties hereto with respect to
the transaction.


 


5.5.          Genuineness
of Signatures. The Notes and each accompanying Loan Document executed in connection with the Loan is genuine and all signatures,
names, amounts and other facts and statements therein and thereon are true and correct.


 


5.6.          Litigation.
There are no actions, suits, proceedings or investigations pending or, to the knowledge of Borrower, threatened before any court
or administrative or governmental agency that may, individually or collectively, adversely affect the financial condition or business
operations of Borrower.


 



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5.7.          Financial
Condition. Borrower’s financial statement previously delivered to Aaron, fairly and accurately presents the financial
condition of Borrower as of such date and has been prepared in accordance with GAAP consistently applied, and since the date of
that financial statement, there has been no material adverse change in the financial condition of Borrower. Borrower is now and
will remain Solvent.


 


5.8.          Taxes.
All federal, state and local tax returns have been duly filed, and all taxes, assessments and withholdings shown on such returns
or billed to Borrower have been paid, and Borrower maintains adequate reserves and accruals in respect of all such federal, state
and other taxes, assessments and withholdings. There are no unpaid assessments pending against Borrower for any taxes or withholdings,
and Borrower knows of no basis therefor.


 


5.9.          Compliance
with Laws. Borrower has duly complied with, and its properties and business operations are in compliance in all material respects
with, the provisions of all Applicable Laws, including, without limitation ERISA, the Fair Labor Standards Act and all Environmental
Laws. Borrower possesses all permits, franchises, licenses, trademark rights, trade names, patents and other authorizations necessary
to enable it to conduct its business operations as now conducted, and no filing with, and no consent, authorization, order or license
of, any Person is necessary in connection with the execution or performance of this Agreement or the other Loan Documents.


 


5.10.         No
Default. No Default Condition or Event of Default exists.


 


5.11.         Accounts.
Each Account arises out of a bona fide lease or sale and delivery of goods or rendition of services by Borrower and, unless otherwise
indicated by Borrower to Bank in writing promptly after learning thereof, the facts appearing on the invoice evidencing such Account
and Borrower’s books relating thereto are true and accurate and payment thereof is not subject to any known dispute, offset
or claim except for discounts granted in the ordinary course of Borrower’s business that are reflected on the face of such
invoice.


 


5.12.         Use
of Proceeds. None of the proceeds of any Advances or the Term Loan by Bank have been or will be used to purchase or carry (or
to satisfy or refinance any indebtedness incurred to purchase or carry) any “margin stock” (as defined in Regulation
U of the Federal Reserve Board). Advances shall be made for the sole purposes of honoring requests for ACH transfers to (i) suppliers
of Merchandise in payment of Approved Invoices, and (ii) other accounts specified by Borrower with respect to Advances made for
working capital purposes, subject to the approval of Aaron, which requests have been entered by the Borrower in the Aaron’s
Proprietary System as provided above, or upon the consent of Aaron, for the purpose of payment of state use taxes and freight charges.
The proceeds of the Term Loan shall be used for acquisition financing, general working capital purposes or such other purpose approved
by Aaron.


 


Each submission of an Approved Invoice
made by Borrower pursuant to this Agreement or any other Loan Document shall constitute an automatic representation and warranty
by Borrower to Bank that there does not then exist any Default Condition or Event of Default and a reaffirmation as of the date
of said request that all representations and warranties of Borrower contained in this Agreement and the other Loan Documents are
true in all material respects. All representations and warranties contained in this Agreement or in any of the other Loan Documents
shall survive the execution, delivery and acceptance hereof by Bank and the closing of the transactions described herein.


 



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		6.	FINANCIAL COVENANTS.



 


Borrower shall comply
with the following financial covenant[s]:


 


[(i)          Rental
Revenue to Debt Service. Commencing on the first day of the calendar quarter in which the 25th month following the Opening
Date of the first store location of the Borrower occurs and measured as of the last day of the calendar quarter in which such
25th month occurs and on the last day of each calendar quarter thereafter, the ratio of the Borrower’s Rental Revenue to
Debt Service for such quarter shall not be less than 2.2:1.0;]2


 


(ii)         Debt
to Rental Revenue. [Commencing on the first day of the calendar quarter in which the first day of the 19th month following
the Opening Date of the first store location of Borrower occurs and measured as of the last day of the calendar quarter in which
such 19th month occurs and on the last day of each calendar quarter thereafter,][On the last day of each calendar quarter] the
ratio of Borrower’s Debt to Borrower’s Rental Revenue, shall not exceed [__]:1.0.3


 


To the extent any of
the financial covenants set forth above in this Section 6 are calculated based upon the Opening Date of a store location, the financial
information from store locations that have not reached the Opening Date anniversary incorporated into such covenants shall be excluded
from such calculations. Debt Service and Debt attributable to such locations and deducted from the final calculations shall be
deducted on a pro rata basis calculated by dividing such stores’ aggregate Net Book Value of Merchandise by the Net Book
Value of Merchandise for all store locations. The financial covenants shall otherwise be calculated on a consolidated basis as
to all store locations.


 


		7.	BORROWER’S AFFIRMATIVE COVENANTS.



 


During the term of
this Agreement, and thereafter for so long as there is any outstanding Loan Indebtedness to Bank, Borrower covenants that, unless
otherwise consented to by Bank in writing, it shall:


 


7.1.          Financial
Reports. Deliver to Aaron or cause to be delivered to Aaron:


 


(i) on or
before the last Business Day of each month, an unaudited balance sheet and income statement accurately reflecting the financial
transactions and status of the Borrower as of the end of the prior month and on a year to date basis, on a consolidated and per
store basis; prepared in accordance with GAAP in the format recommended by Aaron;


 


(ii) on or
before the last Business Day of each month after the end of each calendar quarter (a) an unaudited balance sheet and income statement
accurately reflecting the financial transactions and status of Borrower as of the end of the prior month and on a quarterly basis,
on a consolidated and per store basis, prepared in accordance with GAAP in the format recommended by Aaron, and (b) a compliance
certificate as described below in Section 7.2;


 


(iii) within
90 days after the end of each fiscal year a balance sheet and income statement of Borrower as of the end of such year, compiled
by such firm of independent public accountants as may be designated by Borrower and be satisfactory to Bank as prepared in accordance
with GAAP and, to the extent delivered to Aaron, audited financial statements for such period;


 


 






2 Note: This covenant
will not apply in the case of any Borrowers who have Revolving Loans or Term Loans as, in such case, the Borrowing Base in
the applicable Loan Agreement will apply in lieu of this covenant.


3
Note: This covenant will apply and be tested on last day of each calendar quarter and not be tied to any Opening Date of
store locations in the case of any Loan Agreement providing for Loans to be made available to a Borrower consisting solely of Revolving
Loans. Covenant levels for this covenant will be established by Sponsor for each Borrower as per the Servicing Agreement.


 



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(iv) within
120 days after the end of each fiscal year, an annual personal financial statement of each Guarantor; and


 


(v) with
reasonable promptness, all reports by Borrower to its shareholders and such other information as Aaron or the Bank may reasonably
request from time to time.


 


7.2.          Compliance
Certificate. Prepare and deliver to Aaron, to the extent that Borrower has a Line of Credit Loan, in conjunction with the quarterly
financial reports required to be delivered pursuant to Section 7.1(iii) above, a quarterly Compliance Certificate (the form of
which is attached hereto as Exhibit B) including the Quarterly Covenant Compliance Report attached hereto as Exhibit
C) presenting the calculation of the financial covenants set forth above in Section 6, noting any negative variances with the
covenants and explaining any such variances.


 


Borrower acknowledges that Aaron will review
each Compliance Certificate and may revise the calculations set forth on such Compliance Certificate to be consistent with the
information shown on quarterly detailed Inventory reconciliation reports and detailed revenue reports prepared by Aaron each quarter
showing the amount of Inventory at each of Borrower’s stores as of the end of such quarter and the amount of monthly and
quarterly revenue at each of Borrower’s stores. Borrower acknowledges that Aaron will forward copies of each Compliance Certificate,
with revised calculations as appropriate, to Bank and agrees that Bank shall be entitled to rely each such Compliance Certificate,
as revised by Aaron, for purposes of determining whether the covenants set forth in Section 6 above have been met.


 


7.3.          Books
and Records. Maintain its Books and Records and accounts in accordance with GAAP and permit any Person designated by Bank or
Aaron to visit Borrower’s premises, inspect any of the Collateral or any of the Books and Records, and to make copies thereof
and take extracts therefrom, and to discuss Borrower’s financial affairs with Borrower’s financial officers and accountants.


 


7.4.          Taxes.
Promptly file all tax returns and pay and discharge all taxes, assessments, withholdings and other governmental charges imposed
upon it, its income or profits, or upon any property belonging to it, prior to the date on which penalties attach thereto.


 


7.5.          Notices
to Bank. Promptly notify Bank in writing of (i) the occurrence of any Default Condition or Event of Default; (ii) any pending
or threatened litigation claiming damages in excess of $25,000 or seeking relief that, if granted, would adversely affect the financial
condition or business operations of Borrower; (iii) the release or discharge of any Hazardous Substance on any property owned by
Borrower; and (iii) any asserted violation by Borrower of or demand for compliance by Borrower with any Applicable Law.


 


7.6.          Compliance
with Applicable Laws. Comply in all material respects with all Applicable Laws, including, without limitation, ERISA, the Fair
Labor Standards Act and all Environmental Laws.


 


7.7.          Corporate
Existence. Maintain its separate corporate existence and all rights, privileges and franchises in connection therewith, and
maintain its qualification and good standing in all jurisdictions where the failure to do so could have a material adverse effect
upon its financial condition or ability to collect the Accounts.


 



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		8.	NEGATIVE COVENANTS.



 


During the term of
this Agreement, and thereafter for so long as there are is Loan Indebtedness outstanding, Borrower covenants that unless Bank has
first consented thereto in writing, it will not:


 


8.1.          Merger;
Disposal or Moving of Collateral. Merge or consolidate with or acquire any substantial portion of the assets or stock of any
Person; sell, lease, transfer or otherwise dispose of all or any portion of its properties (including any of the Collateral), except
sales or leases of Inventory in the ordinary course of business; or, without having given Bank at least 60 days prior written notice
and having executed such instruments and agreements as Bank shall require, change its name, the location of any Collateral or the
location of its chief executive office, principal place of business or the office at which it maintains its Books and Records.
Notwithstanding the foregoing, to the extent that Borrower is calculating its compliance with the financial covenants set forth
in Section 6 hereof on a consolidated basis, Borrower may move Inventory from one location included in such calculation to another
of Borrower’s Aaron’s locations without complying with the notice provisions hereof, as long as such Inventory is properly
transferred in the Aaron’s Proprietary System.


 


8.2.          Liens.
Grant or suffer to exist any Lien upon any of the Collateral.


 


8.3.          Guarantees.
Guarantee, assume, endorse or otherwise become contingently liable for any obligation or indebtedness of any Person, either directly
or indirectly, exceeding $25,000 not existing as of this date, except by endorsement of items of payment for deposit or collection.


 


8.4.          Loans.
Make loans or advances of money to or investments in any Person, or (except in the ordinary course of business and on fair and
reasonable terms) engage in any transaction with a subsidiary or affiliate.


 


8.5.          Stock
of Borrower. Repurchase, or pay or declare any dividend on, any of its capital stock; provided, however, that
if no Default Condition or Event of Default exists and Borrower remains in compliance with the financial covenants set forth in
Section 6 above after giving effect thereto, it may pay dividends and make such repurchases.


 


		9.	EVENTS
                                                                                                                                              OF
                                                                                                                                              DEFAULT.



 


9.1.          List
of Events of Default. The occurrence of any one or more of the following conditions or events shall constitute an “Event
of Default”:


 


(a) Borrower
shall fail to pay any of the Loan Indebtedness (including any overadvance) or to pay for any Asset Disposition within ten (10)
days of the due date thereof (whether due at stated maturity, on demand, upon acceleration or otherwise);


 


(b) any warranty,
representation, or other statement by Borrower herein or in any instrument, certificate or financial statement furnished in compliance
herewith proves to have been false or misleading in any material respect when made;


 


(c) Borrower
shall fail or neglect to perform, keep or observe any covenant contained in this Agreement, any of the other Loan Documents or
any other agreement now or hereafter entered into with Bank; Borrower shall fail to abide by the financial covenants set forth
in Section 6 hereof, provided that Aaron may waive any financial covenant.


 



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(d) Borrower
or any Guarantor shall fail to pay when due any amount owed to any creditor (other than Bank) or any Guarantor shall fail to pay
or perform any liability or obligation in accordance with the terms of any agreement with Bank;


 


(e) Borrower,
Aaron or any Guarantor shall cease to be Solvent, shall die or become incompetent, shall suffer the appointment of a receiver,
trustee, custodian or similar fiduciary, shall make an assignment for the benefit of creditors, or shall make an offer of settlement
or composition to their respective unsecured creditors generally;


 


(f) any petition
for an order for relief shall be filed by or against Borrower or any Guarantor or Aaron under the Bankruptcy Code (if against Borrower
or any Guarantor, the continuation of such proceeding for more than 30 days);


 


(g) any judgment,
writ of attachment or similar process is entered or filed against Borrower or any Guarantor or any of Borrower’s or any Guarantor’s
property and such judgment, writ of attachment or process is not dismissed, satisfied or vacated within ten (10) days thereafter
or results in the creation or imposition of any Lien upon any Collateral;


 


(h) Any Guarantor
shall revoke or attempt to revoke the guaranty signed by such Guarantor or shall repudiate such Guarantor’s liability thereunder
or Aaron shall default in its obligations to Bank with respect to the Loan Indebtedness or repudiate its liability therefor;


 


(i) any Person,
or group of Persons (whether or not related), shall have or obtain legal or beneficial ownership of a majority of the outstanding
voting securities or rights of Borrower, other than any Person, or group of Persons, that has such majority ownership on the date
of execution of this Agreement;


 


(j) Borrower
shall lose its franchise, license or right to lease or to sell the Inventory or Borrower’s Franchise Agreement is terminated
or revoked for any reason;


 


(k) Borrower
shall fail to enter properly any acquisition of Inventory or Equipment or any Asset Disposition on the Aaron’s Proprietary
System; or


 


(l) Borrower
shall use its DDA Account for any use other than as explicitly authorized pursuant to this Agreement.


 


9.2.          Cure
Period. Borrower shall have a five (5) calendar day period after the Bank gives it notice of the occurrence of an Event of
Default (other than an Event of Default pursuant to Section 9.1(f)) above, during which it may cure such Event of Default. An Event
of Default arising under Section 9.1(a) above shall only be cured by the Bank’s receipt of payment in immediately available
funds by wire transfer, money order or cashier’s check.


 


9.3.          Advances.
In no event shall the Bank have any obligation to make any Loan hereunder or an Advance pursuant to a Line of Credit Commitment
or Revolving Commitment hereunder if there exists a Default Condition or an Event of Default.


 



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		10.	REMEDIES.



 


All of the Loan Indebtedness
shall become immediately due and payable and the Line of Credit Commitment and Revolving Commitment shall be deemed immediately
terminated (without notice to or demand upon Borrower) upon the occurrence of an Event of Default under Section 9.1(f) of this
Agreement; and upon and after the occurrence of any other Event of Default, subject to the cure period set forth in Section 9.2
hereof, Bank shall have the right to terminate immediately the Line of Credit Commitment and Revolving Commitment and to declare
the entire unpaid principal balance of and accrued interest with respect to the Loan Indebtedness to be, and the same shall thereupon
become, immediately due and payable upon receipt by Borrower of written notice and demand. From and after the date on which the
Loan Indebtedness becomes automatically due and payable or is declared by Bank to be due and payable as aforesaid, Bank shall have
and may exercise from time to time any and all rights and remedies afforded to a secured party under the Code or any other Applicable
Law. If the Loan Indebtedness is collected by or through an attorney at law, Bank shall be entitled to collect reasonable attorneys’
fees and court costs from Borrower. In addition to, and without limiting the generality of the foregoing, Bank shall have the following
rights and remedies which it may exercise at any time or times (all of which rights and remedies shall be cumulative and may be
exercised singularly or concurrently):


 


(a)          The
right to notify any Account Debtor to make all payments owing to Borrower directly to Bank for application to the Loan Indebtedness
and to collect all amounts owing from any such Account Debtor;


 


(b)          The
right to sell, lease or otherwise dispose of any or all of the Collateral at public or private sale, for cash, upon credit or upon
such other terms as Bank deems advisable in its sole discretion, or otherwise to realize upon the whole or from time to time any
part of the Collateral in which Bank may have a security interest. Any requirement of reasonable notice shall be met if such notice
is sent to Borrower in accordance with Section 12 hereof at least seven (7) days before the date of sale or other disposition of
the Collateral. Bank may bid and be the purchaser at any such sale if permitted by Applicable Law;


 


(c)          The
right to require Borrower, at Borrower’s expense, to assemble the Collateral and make it available to Bank at a place reasonably
convenient to both parties (and, for purposes hereof, Borrower stipulates that Bank shall be entitled to the remedy of specific
performance). Alternatively, Bank may peaceably by its own means or with judicial assistance enter Borrower’s premises and
take possession of the Collateral or dispose of the Collateral on Borrower’s premises without interference by Borrower;


 


(d)          The
right to incur attorneys’ fees and expenses in exercising any of the rights, remedies, powers or privileges provided hereunder,
and the right (but not the obligation) to pay, satisfy and discharge, or to bond, deposit or indemnify against, any tax or other
Lien which in the opinion of Bank may in any manner or to any extent encumber any of the Collateral, all of which fees, payments
and expenses shall become part of Bank’s expenses of retaking, holding, preparing for sale and the like, and shall be added
to and become a part of the principal amount of the Loan Indebtedness;


 


(e)          The
right, in Bank’s sole discretion, to perform any agreement of Borrower hereunder which Borrower shall fail to perform and
take any other action which Bank deems necessary for the maintenance or preservation of any of the Collateral or Bank’s interest
therein, and Borrower agrees forthwith to reimburse Bank for all expenses incurred in connection with the foregoing, together with
interest thereon at the Default Rate from the date incurred until the date of reimbursement;


 


(f)          The
right at any time or times, to the fullest extent permitted by Applicable Law, to set off and apply any and all deposits (general
or special, time or demand) held by Bank for Borrower’s account against any of the Loan Indebtedness, irrespective of whether
or not Bank has made any demand under the this Agreement;


 



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(g)          The
right to apply the proceeds realized from any collection, sale, lease or other disposition of the Collateral first to the costs,
expenses and attorneys’ fees incurred by Bank for collection and for acquisition, protection, removal, storage, sale and
delivery of the Collateral; secondly, to interest due upon the principal amount of the Loan Indebtedness; and thirdly, to the principal
amount of the Loan Indebtedness. If any deficiency shall arise, Borrower and Guarantors shall remain bound and liable to Bank therefor;


 


(h)          The
right to act as Borrower’s attorney-in-fact (and Borrower hereby irrevocably appoints Bank as Borrower’s agent and
attorney-in- fact), in Borrower’s or Bank’s name, but at Borrower’s cost and expense, to receive, open and dispose
of all mail addressed to Borrower pertaining to any of the Collateral, to notify postal authorities to change the address and delivery
of mail to Borrower to such address as Bank may designate, to sign Borrower’s name on any bill of lading constituting or
relating to any Collateral, to send verifications with respect to the Collateral, to execute in Borrower’s name any affidavits
or notices with regard to any and all Lien rights and to do all other acts and things necessary to carry out the terms of this
Agreement or to discharge any obligation of Borrower hereunder, this power, being coupled with an interest, is to be irrevocable
so long as any Loan Indebtedness is outstanding.


 


		11.	WAIVERS.



 


Borrower waives notice
of Bank’s acceptance hereof. Borrower hereby waives any requirement on the part of Bank to post any bond or other security
as a condition to Bank’s right to obtain an immediate writ of possession with respect to any Collateral. Bank shall not be
deemed to have waived any of its rights upon or remedies hereunder or any Event of Default unless such waiver be in writing and
signed by Bank. No delay or omission on the part of Bank in exercising any right shall operate as a waiver of such right or any
other right. A waiver on any one occasion shall not be construed as a bar to or waiver of any right on any future occasion.


 


		12.	NOTICES.



 


(a) Written Notices.


 


All notices and other
communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopy, as follows:


 


	If to Borrower:	__________________
	 	Attn: _______________
	 	____________________
	 	_____________________, ____________________
	 	____________________
	 	Telecopier No.: _____________________
	 	 
	If to Bank:	SunTrust Bank
	 	Program Lending
	 	Attn: Aaron’s Program Manager 
	 	3333 Peachtree Road, N.E., 3rd Floor
	 	Mail Code 1802
	 	Atlanta, Georgia 30326
	 	Telecopier No.: (404) 439-7489


 



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Any party hereto
may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.
All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered
for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third
Business Day after the date deposited into the mails or if delivered, upon delivery; provided, that notices delivered to the Bank
shall not be effective until actually received by such Person at its address specified in this Section 12.


 


Any agreement
of the Bank herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the
Borrower. The Bank shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower
to give such notice and the Bank shall not have any liability to the Borrower or other Person on account of any action taken or
not taken by the Bank in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Loans and
all other obligations and hereunder shall not be affected in any way or to any extent by any failure of the Bank to receive written
confirmation of any telephonic or facsimile notice or the receipt by the Bank of a confirmation which is at variance with the terms
understood by the Bank to be contained in any such telephonic or facsimile notice.


 


(b)          Electronic
Communications.


 


Notices and
other communications to the Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet
or intranet websites) pursuant to procedures approved by Bank, provided that the foregoing shall not apply to notices to
any Bank pursuant to Section 2 unless Bank has agreed to receive notices under such Section by electronic communication
and have agreed to the procedures governing such communications. Bank or Borrower may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that
approval of such procedures may be limited to particular notices or communications.


 


Unless Bank otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt
of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement); provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and identifying the website address therefor.


 


		13.	INDEMNIFICATION.



 


Borrower hereby agrees
to indemnify Bank and hold Bank harmless from and against any liability, loss, damage, suit, action or proceeding ever suffered
or incurred by Bank as the result of Borrower’s failure to observe, perform or discharge Borrower’s duties hereunder.
Without limiting the generality of the foregoing, this indemnity shall extend to any claims asserted against Bank by any Person
under any environmental laws. If any taxes, fees or other charges shall be payable by Borrower or Bank on account of the execution,
delivery or recording of any of the Loan Documents or any loans outstanding hereunder, Borrower will pay (or reimburse Bank’s
payment of) all such taxes, fees or other charges, including any applicable interests and penalties, and will indemnify and hold
Bank harmless from and against liability in connection therewith. The indemnity obligations of Borrower under this Section shall
survive the payment in full of the Loan Indebtedness.


 



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		14.	ENTIRE AGREEMENT; AMENDMENT.



 


This Agreement and
the other Loan Documents embody the entire understanding and agreement between the parties hereto with respect to the subject matter
hereof, and this Agreement may not be modified or amended except by an agreement in writing signed by Borrower and Bank.


 


		15.	SUCCESSORS AND ASSIGNS.



 


This Agreement shall
be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; but Borrower shall
not assign this Agreement or any right or benefit hereunder to any Person. The Bank may assign its rights and obligations hereunder
at any time and to any Person, including without limitation, to Aaron.


 


		16.	ARBITRATION.



 


ANY CONTROVERSY ARISING
WITH RESPECT TO THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION IN THE CITY AGREED UPON BY BORROWER AND BANK. IF BORROWER AND
BANK FAIL TO SO AGREE, THEN SUCH ARBITRATION SHALL TAKE PLACE IN ATLANTA, GEORGIA. ARBITRATION SHALL BE IN ACCORDANCE WITH THE
COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION EXCEPT TO THE EXTENT OTHERWISE SET FORTH IN THIS SECTION.
THE DISPUTE SHALL BE DETERMINED BY AN ARBITRATOR ACCEPTABLE TO BOTH PARTIES WHO SHALL BE SELECTED WITHIN SEVEN (7) DAYS OF FILING
OF NOTICE OF INTENTION TO ARBITRATE. OTHERWISE, THE DISPUTE SHALL BE DETERMINED BY A PANEL OF THREE ARBITRATORS SELECTED AS FOLLOWS:
WITHIN SEVEN (7) DAYS OF FILING NOTICE OF INTENTION TO ARBITRATE, EACH PARTY WILL APPOINT ONE ARBITRATOR, WHO SHALL BE AN ATTORNEY
ADMITTED BEFORE THE BAR OF ANY STATE OF THE UNITED STATES (BUT NEITHER SUCH ATTORNEY NOR ANY FIRM WITH WHICH SUCH ATTORNEY HAS
BEEN ASSOCIATED IN THE IMMEDIATELY PRECEDING FIVE YEARS SHALL HAVE BEEN RETAINED BY SUCH PARTY DURING THE IMMEDIATELY PRECEDING
FIVE YEARS). THESE TWO ARBITRATORS WILL THEN NAME A THIRD ARBITRATOR, WHO SHALL ALSO BE AN ATTORNEY ADMITTED BEFORE THE BAR OF
ANY STATE OF THE UNITED STATES (BUT NEITHER SUCH ATTORNEY NOR ANY FIRM WITH WHICH SUCH ATTORNEY HAD BEEN ASSOCIATED FOR THE IMMEDIATELY
PRECEDING FIVE YEARS SHALL HAVE BEEN RETAINED BY EITHER PARTY DURING THE IMMEDIATELY PRECEDING FIVE YEARS) AND WHO SHALL PRESIDE
OVER THE PANEL. IF EITHER PARTY FAILS TO APPOINT AN ARBITRATOR, OR IF THE TWO ARBITRATORS DO NOT NAME A THIRD ARBITRATOR WITHIN
SEVEN (7) DAYS, EITHER PARTY MAY REQUEST THE AMERICAN ARBITRATION ASSOCIATION TO APPOINT THE NECESSARY ARBITRATOR(S) PURSUANT TO
THE COMMERCIAL ARBITRATION RULES. ARBITRATORS SHALL BE COMPENSATED FOR THEIR SERVICES BY THE NON-PREVAILING PARTY AT THE STANDARD
HOURLY RATE CHARGED BY SUCH ARBITRATORS IN THEIR PRIVATE PROFESSIONAL ACTIVITIES. ALL TESTIMONY SHALL BE TRANSCRIBED BY A PUBLIC
STENOGRAPHER OR COURT REPORTER. THE AWARD OF THE PANEL SHALL BE ACCOMPANIED BY FINDINGS OF FACT AND A STATEMENT OF REASONS FOR
THE DECISION. ALL PARTIES AGREE TO BE BOUND BY THE RESULTS OF SUCH ARBITRATIONS; JUDGMENT UPON THE AWARD SO RENDERED MAY BE ENTERED
AND ENFORCED IN ANY COURT OF COMPETENT JURISDICTION. TO THE EXTENT REASONABLY PRACTICABLE, BOTH PARTIES AGREE TO CONTINUE PERFORMING
THEIR RESPECTIVE OBLIGATIONS UNDER THIS AGREEMENT WHILE THE DISPUTE IS BEING RESOLVED.


 



    	25



    	 



    

 


		17.	MISCELLANEOUS. Time is of the essence of this
Agreement. Bank reserves the right to participate, sell or assign the Loans made hereunder and provide any participant or assignee
all information in Bank’s possession regarding Borrower, its business and the Collateral. Borrower shall reimburse Bank
for Bank’s out-of-pocket expenses and for the fees and expenses and disbursements of Bank’s counsel in connection
with the negotiation, documentation and closing of the transactions contemplated hereby, and Borrower will pay all expenses incurred
by Borrower in connection with the transactions. The Section headings are for convenience only and shall not limit or otherwise
affect any of the terms hereof. THIS AGREEMENT AND ALL RIGHTS AND OBLIGATIONS HEREUNDER, INCLUDING MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF GEORGIA (WITHOUT REGARD TO THE LAWS OF CONFLICTS
THEREOF) AND IS INTENDED TO TAKE EFFECT AS A SEALED INSTRUMENT.



 


		18.	RELATIONS WITH AARON.



 


Borrower recognizes
and acknowledges that the Bank has made the Loans available to Borrower hereunder at the behest of and as an accommodation to Aaron.
Accordingly, Borrower agrees that from time to time the Bank may release to Aaron such information about Borrower and the Loans
as Aaron may request, and the Bank may condition its agreement to any waiver, modification or amendment on the prior written consent
of Aaron. Borrower further agrees that upon the occurrence of an Event of Default hereunder, the Bank may notify Aaron of such
Event of Default prior to notifying Borrower thereof, and the Bank shall not be liable to Borrower for failure to give simultaneous
notice to Borrower. Borrower further agrees that the Bank shall not be liable to Borrower as a result of any information or document
obtained by Bank regarding Borrower which is shared by Bank with Aaron.


 


WITNESS the hand and
seal of the parties hereto on the date first above written.


 


Accepted
in Atlanta, Georgia:


 


	 	BORROWER:
	 	 	 
	_________________	 	 
	_________________	 	 
	_________________	 	 
	 	 	 
	 	BANK:
	 	 	 
	 	SUNTRUST BANK:
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 



    	26



    	 



    

 


EXHIBIT A-1


 


FORM OF


LINE OF CREDIT NOTE


 





	Closing Date: [Closing Date]	$_________________










Atlanta,
Georgia


 


FOR VALUE RECEIVED, the
undersigned, _________________ (the “Borrower”), promises to pay to the order of
SUNTRUST BANK, a Georgia banking corporation (the “Bank”), at Bank’s principal office in Atlanta, Georgia, or
at such other place as the holder hereof may designate by notice in writing to Borrower, in immediately available funds in lawful
money of the United States of America, on _________________________, (the "Maturity Date", as such date may be extended
from time to time in the sole discretion of Bank for up to an additional 364-day period by written notice from Bank to Borrower
unless either party terminates the Loan as set forth in Section 2.8 of the Loan and Security Agreement) the lesser of (x) the principal
sum of the Line of Credit Commitment: _________________ ($_________________),
or (y) so much principal thereof as shall have been from time to time disbursed hereunder in accordance with that certain
Loan and Security Agreement, dated as of [___________], by and between the Borrower and Bank (as amended, restated, modified or
supplemented from time to time, the “Agreement”) and not theretofore repaid, as shown on the records of the Bank.


 


In addition to principal,
Borrower agrees to pay interest on the principal amounts disbursed hereunder at a floating rate of interest equal to the Prime
Rate plus an additional _________________________, from time to time, from the date of each disbursement until paid at such rates
of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal
balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall
be computed on the basis of the actual number of days elapsed in a 360-day year. Such interest is to be paid to Bank at its address
set forth above or as otherwise provided in the Agreement. For informational purposes, as of the date hereof the Prime Rate in
effect is __________% per annum, thus producing an initial interest rate under the Agreement on such date of ___________ %per annum
and, when adjusted for a year of 365 days, an initial simple interest rate of _____________% per annum. Any principal amount due
under this Line of Credit Note (the “Note”) that is not paid on the due date therefor whether on the Maturity Date,
or resulting from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall
bear interest from the date due until payment in full at the Default Rate, as such term is defined in the Agreement.


 


This Note evidences a
loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description
of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence
or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in
this Note shall have the same meanings as set forth in the Agreement.


 


Upon the existence or
occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared,
due and payable in the manner and with the effect provided in the Agreement. In addition, this Note is subject to mandatory prepayment
upon the terms and conditions of the Agreement.


 



    	27



    	 



    

 


Bank shall at all times
have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same
against payment of this Note or any other indebtedness of Borrower to the Bank. The payment of any indebtedness evidenced by this
Note prior to the Maturity Date shall not affect the enforceability of this Note as to any future, different or other indebtedness
incurred hereunder by the Borrower. In the event the indebtedness evidenced by this Note is collected by legal action or through
an attorney-at-law, the Bank shall be entitled to recover from Borrower all costs of collection, including, without limitation,
reasonable attorneys’ fees if collected by or through an attorney-at-law.


 


Borrower acknowledges
that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount
in the records of the Bank shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that
such Advance was made and borrowed under the Agreement. Such account records shall constitute, in the absence of manifest error,
presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time,
provided that the failure of Bank to record in such account the type or amount of any Advance shall not affect the obligation of
the undersigned to repay such amount together with interest thereon in accordance with this Note and the Agreement.


 


Failure or forbearance
of Bank to exercise any right hereunder, or otherwise granted by the Loan Agreement or by law, shall not affect or release the
liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE
AND THE RIGHTS AND OBLIGATION HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT
TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA. TIME IS OF THE ESSENCE OF THIS NOTE.


 


PRESENTMENT FOR PAYMENT,
NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.


 


Executed under hand
and seal of the Borrower as of the day and year first above written.


 


_________________


_________________


_________________


 



    	28



    	 



    

 


EXHIBIT A-2


 


FORM OF


REVOLVING NOTE


 





	Closing Date: [Closing Date]	$_________________




 





Atlanta,
Georgia


 


FOR VALUE RECEIVED, the
undersigned, _________________ (the “Borrower”), promises to pay to the order of
SUNTRUST BANK, a Georgia banking corporation (the “Bank”), at Bank’s principal office in Atlanta, Georgia, or
at such other place as the holder hereof may designate by notice in writing to Borrower, in immediately available funds in lawful
money of the United States of America, on _________________________, (the "Maturity Date", as such date may be extended
from time to time in the sole discretion of Bank for up to an additional 364 day period by written notice from Bank to Borrower
unless either party terminates the Loan as set forth in Section 2.8 of the Loan and Security Agreement), the lesser of (i)
principal sum of the Revolving Commitment: _________________ ($_________________),
or (ii) so much thereof as shall have been from time to time disbursed hereunder in accordance with certain Loan and Security Agreement,
dated as of [___________], by and between the Borrower and Bank (as amended, restated, modified or supplemented from time to time,
the “Agreement”) and not theretofore repaid, as shown on the records of the Bank.


 


In addition to principal,
Borrower agrees to pay interest on the principal amounts disbursed hereunder at a floating rate of interest equal to the Prime
Rate plus an additional _________________________, from time to time, from the date of each disbursement until paid at such rates
of interest per annum and upon such dates as provided for in the Agreement. Interest shall accrue on the outstanding principal
balance from the date hereof up to and through the date on which all principal and interest hereunder is paid in full, and shall
be computed on the basis of the actual number of days elapsed in a 360-day year. Such interest is to be paid to Bank at its address
set forth above or as otherwise provided in the Agreement. For informational purposes, as of the date hereof the Prime Rate in
effect is __________% per annum, thus producing an initial interest rate under the Agreement on such date of ___________% per annum
and, when adjusted for a year of 365 days, an initial simple interest rate of _____________% per annum. Any principal amount due
under this Revolving Note (the “Note”) that is not paid on the due date therefor whether on the Maturity Date, or resulting
from the acceleration of maturity upon the occurrence of an Event of Default (as defined in the Agreement), shall bear interest
from the date due until payment in full at the Default Rate, as such term is defined in the Agreement.


 


This Note evidences loans
incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description
of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence
or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in
this Note shall have the same meanings as set forth in the Agreement.


 


Upon the existence or
occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared,
due and payable in the manner and with the effect provided in the Agreement. In addition, this Note is subject to mandatory prepayment
upon the terms and conditions of the Agreement.


 



    	29



    	 



    

 


Bank shall at all times
have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same
against payment of this Note or any other indebtedness of Borrower to the Bank, irrespective of whether or not Bank has made any
demand under the Loan Agreement. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect
the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event
the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled
to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ fees if collected
by or through an attorney-at-law.


 


Borrower acknowledges
that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount
in the records of the Bank shall, in the absence of manifest error, constitute presumptive evidence of such disbursement and that
such Advance was made and borrowed under the Agreement. Such account records shall constitute, in the absence of manifest error,
presumptive evidence of principal amounts outstanding and the payments made under the Agreement at any time and from time to time,
provided that the failure of Bank to record in such account the type or amount of any Advance shall not affect the obligation of
the undersigned to repay such amount together with interest thereon in accordance with this Note and the Agreement.


 


Failure or forbearance
of Bank to exercise any right hereunder, or otherwise granted by the Agreement or by law, shall not affect or release the liability
of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE AND THE
RIGHTS AND OBLIGATION HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA. TIME IS OF THE ESSENCE OF THIS NOTE.


 


PRESENTMENT FOR PAYMENT,
NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.


 


Executed under hand and
seal of the Borrower as of the day and year first above written.


 


_________________


_________________


_________________


 



    	30



    	 



    

 


EXHIBIT A-3


 


FORM OF


TERM NOTE


 





	Closing Date: [Closing Date]	$_________________




 


Atlanta,
Georgia


 


FOR VALUE RECEIVED, the
undersigned, _________________ (the “Borrower”), promises to pay to the order of
SUNTRUST BANK, a Georgia banking corporation (the “Bank”), at Bank’s principal office in Atlanta, Georgia, or
at such other place as the holder hereof may designate by notice in writing to Borrower, in immediately available funds in lawful
money of the United States of America, _____________________ ($_______________). Repayment will be in _____ consecutive equal monthly
installments of principal in the amount of $_____________ based on a ________month amortization plus accrued and unpaid interest
and shall be due and payable on each Payment Date, with the first installment being due and payable on ________________, and the
remaining outstanding principal balance, together with all accumulated unpaid interest shall be due and payable on __________________
(the "Maturity Date").


 


In addition to principal,
Borrower agrees to pay interest on the principal amounts disbursed hereunder at a floating rate of interest equal to the Prime
Rate plus an additional _________________________, from time to time, upon such dates as provided for in that certain Loan Agreement
dated as of [____________], by and between Borrower and Bank (as amended, restated, modified or supplemented from time to time,
the “Agreement”). Interest shall accrue on the outstanding principal balance from the date hereof up to and through
the date on which all principal and interest hereunder is paid in full, and shall be computed on the basis of the actual number
of days elapsed in a 360-day year. Such interest is to be paid to Bank at its address set forth above or as otherwise provided
in the Agreement. For informational purposes, as of the date hereof the Prime Rate in effect is __________% per annum, thus producing
an initial interest rate under the Agreement on such date of ___________% per annum and, when adjusted for a year of 365 days,
an initial simple interest rate of _____________% per annum. Any principal amount due under this Term Note (the “Note”)
that is not paid on the due date therefor whether on the due date, or resulting from the acceleration of maturity upon the occurrence
of an Event of Default (as defined in the Agreement), shall bear interest from the date due until payment in full at the Default
Rate, as such term is defined in the Agreement.


 


This Note evidences a
loan incurred pursuant to the terms and conditions of the Agreement to which reference is hereby made for a full and complete description
of such terms and conditions, including, without limitation, provisions for the acceleration of the maturity hereof upon the existence
or occurrence of certain conditions or events, and the terms of any permitted prepayments hereof. All capitalized terms used in
this Note shall have the same meanings as set forth in the Agreement.


 


Upon the existence or
occurrence of any Event of Default, the principal and all accrued interest hereof shall automatically become, or may be declared,
due and payable in the manner and with the effect provided in the Agreement. In addition, this Note is subject to mandatory prepayment
upon the terms and conditions of the Agreement.


 



    	31



    	 



    

 


Bank shall at all times
have a right of set-off against any deposit balances of Borrower in the possession of the Bank and the Bank may apply the same
against payment of this Note or any other indebtedness of Borrower to the Bank, irrespective of whether or not Bank has made any
demand under the Agreement. The payment of any indebtedness evidenced by this Note prior to the Maturity Date shall not affect
the enforceability of this Note as to any future, different or other indebtedness incurred hereunder by the Borrower. In the event
the indebtedness evidenced by this Note is collected by legal action or through an attorney-at-law, the Bank shall be entitled
to recover from Borrower all costs of collection, including, without limitation, reasonable attorneys’ fees if collected
by or through an attorney-at-law.


 


Borrower acknowledges
that the actual crediting of the amount of any disbursement under the Agreement to an account of Borrower or recording such amount
in the records of the Bank shall, in the absence of manifest error, constitute presumptive evidence of such disbursement. Such
account records shall constitute, in the absence of manifest error, presumptive evidence of principal amounts outstanding and the
payments made under the Agreement at any time and from time to time, provided that the failure of Bank to record in such account
the type or amount of any advance shall not affect the obligation of the undersigned to repay such amount together with interest
thereon in accordance with this Note and the Agreement.


 


Failure or forbearance
of Bank to exercise any right hereunder, or otherwise granted by the Loan Agreement or by law, shall not affect or release the
liability of Borrower hereunder, and shall not constitute a waiver of such right unless so stated by Bank in writing. THIS NOTE
AND THE RIGHTS AND OBLIGATION HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT
TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA. TIME IS OF THE ESSENCE OF THIS NOTE.


 


PRESENTMENT FOR PAYMENT,
NOTICE OF DISHONOR AND PROTEST ARE HEREBY WAIVED.


 


Executed under hand and
seal of the Borrower as of the day and year first above written.


 


_________________


_________________


_________________


 



    	32



    	 



    

 


EXHIBIT B


 


COMPLIANCE CERTIFICATE OF BORROWER


 


(Pursuant to Section 7.2 of Loan and Security
Agreement dated __________________)


 


__________________
(the “Borrower”) HEREBY CERTIFIES that:


 


This Compliance Certificate
is furnished pursuant to the Loan and Security Agreement (the “Agreement”) dated __________________
by and between the Borrower and SUNTRUST BANK (the “Bank”). Unless otherwise defined herein, the terms used in
this Report have the meanings given to them in this Agreement.


 


1.          The
figures and information for determining compliance by the Borrower with the financial covenants set forth in the Quarterly Covenant
Compliance Report attached hereto have been prepared based upon the financial reports accompanied hereby and both the Quarterly
Covenant Compliance Report and such financial reports are true and complete as of the date hereof.


 


2.          The
activities of the Borrower during the preceding quarter have been reviewed by the president or other authorized officer or the
employees or agents under his immediate supervision. Based on such review, to the best knowledge and belief of the president or
other authorized officer, and as of the date of this Certificate, the Borrower has performed and observed each and every covenant
contained in the Agreement to be performed by it, and no Event of Default or Default Condition exists, except for the following:


 


Please describe or indicate “None”
if none exist:


  


	 
	 
	 


  


3.          The
Borrower has properly and accurately reported all Asset Dispositions pursuant to Section 2.12 of the Agreement.


 


WITNESS my hand this
_______ day of ______________________, _______.


 



    	33



    	 



    

 


EXHIBIT C


 


QUARTERLY COVENANT COMPLIANCE REPORT


 


(Section 6 - Financial Covenants)


 





	Test Borrower	 
	 	 
	For Quarter Ending:	 	 













 


With respect to the
financial covenants set forth below which are calculated based upon the Opening Date of a store location, the financial information
from store locations that have not reached the Opening Date anniversary incorporated into such covenants shall be excluded from
such calculations. [Debt Service and] Debt attributable to such locations and deducted from the final calculations shall be deducted
on a pro rata basis calculated by dividing such stores’ aggregate Net Book Value of Merchandise by the Net Book Value of
Merchandise for all store locations. The financial covenants shall otherwise be calculated on a consolidated basis as to all store
locations.


 


	I.	Rental Revenue
    to Debt Service9	 


 


	 	A.	Enter amount of quarterly Rental Revenue.	$___________________
	 	 	 	 
	 	B.	Enter amount of quarterly Rental Revenue	 
	 	 	attributable to store locations	 
	 	 	open less than 25 months.	$___________________
	 	 	 	 
	 	C.	Subtract B from A.	$___________________
	 	 	 	 
	 	D.	Enter amount of quarter’s Debt Service.	$______
	 	 	 	 
	 	E.	Enter amount of quarter’s Debt Service	 
	 	 	attributable to store locations open less	 
	 	 	than 25 months.	$___________________
	 	 	 	 
	 	F.	Subtract E from D.	$___________________
	 	 	 	 
	 	 	Ratio of C:F.	___________________
	 	 	 	 
	 	 	STANDARD — Ratio not less than — 	2.2:
    1.0	 
	 	 	 	 
	 	 	Compliance?  ̈Yes  ̈No	 


 


	II.	Debt to Rental Revenue	 


 


	 	A.	Enter amount of Debt.	$_________________
	 	 	 	 


 


 






4
Note: This covenant will not apply in the case of any Borrowers who have Revolving Loans or
Term Loans as, in such case, the Borrowing Base in the applicable Loan Agreement will apply in lieu of this covenant.


 



    	34



    	 



    

 


	 	B.	[Enter amount of Debt attributable	 
	 	 	to store locations open less	 
	 	 	than 19 months.	$__________________]
	 	 	 	 
	 	C.	[Subtract B from A.	$__________________]
	 	 	 	 
	 	D.	Enter Amount of last quarter’s	 
	 	 	Rental Revenue.	$__________________
	 	 	 	 
	 	E.	[Enter amount of last quarter’s Rental	 
	 	 	Income attributable to store locations	 
	 	 	open less than 19 months.	$__________________]
	 	 	 	 
	 	F.	[Subtract E from D.	$__________________]10
	 	 	 	 
	 	 	Ratio of C : F.	__________________
	 	 	 	 
	 	 	STANDARD	[__]
    : 1.0	 
	 	 	 	 
	 	 	Compliance?  ̈Yes  ̈No	 


 


Note: All terms are those used in generally accepted accounting
practices unless specifically defined in the Agreement.


 


 






5Note:
Note:This covenant will apply and be tested on last day of each calendar quarter and not
be tied to any Opening Date of store locations in the case of any Loan Agreement providing for Loans made available to a Borrower
consisting solely of Revolving Loans.


 



    	35