COLLECTION AGENCY AGREEMENT ROSENTHAL & ROSENTHAL, INC. 1370 Broadway New York NY 10018Collection Agency Agreement • November 9th, 2010 • Steven Madden, Ltd. • Footwear, (no rubber) • New York
The following is the Agreement under which we are to act as your collection agent. The effectiveness of this Agreement is conditioned upon the occurrence of all of the following on or prior to October 31, 2009: (i) the termination of your existing factoring agreement with GMAC Commercial Finance, LLC (“GMAC”); and (ii) a partial termination by a UCC-3 Financing Statement releasing the interest of GMAC in all of your assets other than any Receivables arising prior to the date of such termination. The date on which the foregoing conditions shall have been satisifed shall hereafter be referred to as the “Effective Date”. Capitalized terms shall have the meanings set forth in Section 14 hereof:
PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADESPurchase and Sale Agreement for Distressed Trades • November 9th, 2010 • Steven Madden, Ltd. • Footwear, (no rubber) • New York
THIS PURCHASE AND SALE AGREEMENT FOR DISTRESSED TRADES is dated as of the Agreement Date and entered into by and between Seller and Buyer to govern the purchase and sale of the Loans, the Commitments (if any) and the other Transferred Rights, in accordance with the terms, conditions and agreements set forth in the LSTA Standard Terms and Conditions for Purchase and Sale Agreement for Distressed Trades published by the LSTA as of August 6, 2010 (the “Standard Terms”). The Standard Terms are incorporated herein by reference without any modification whatsoever except as otherwise agreed herein by the Parties and as specifically supplemented and modified by the terms and elections set forth in the Transaction Summary and Sections A through J below. The Standard Terms and the Transaction Specific Terms together constitute a single integrated Purchase and Sale Agreement for Distressed Trades governing the Transaction. With respect to the Transaction, the Parties agree to be bound by the Stan
