at the rate of six per centum per annum on all moneys advanced by it to the said Customer.

9. All invoices of accounts transferred to the Company as aforesaid, shall contain thereon the statement that the Company may notify the debtors that the said accounts have been transferred and are payable to the Company; should any moneys on any account on which advances have been made by the Company, be collected by the Customer, the identical checks or moneys constituting such remittances shall be immediately handed over to the Company.

10. The Customer hereby guarantees the correctness and bona fides of all accounts assigned, and payment of same, and that all merchandise sold, shipped and delivered and constituting such accounts will be packed under personal supervision and legibly marked with the address of the consignee and delivered to common carriers against their receipt or bills of lading to be forwarded to their respective destinations.

11. Should any debtor from whom any account is owing die, or make a general assignment, or any transfer of his, her, its or their property, or should a judgment be taken against such debtor, or any such debtor become insolvent as construed by the Bankruptcy Laws, or should any account become due and owing, according to the terms of invoice and not be paid, then the Customer upon demand of the Company shall pay the said Company in cash, or allow the said Company, if it so elects, to deduct from any balance, which it may have on hand, or out of any sum which it may hereafter have on hand, or out of any sum which it may hereafter have on hand to the credit of the Customer, any advances made on such account, together with the charges of the Company, specified in the Fifth, Sixth, and Seventh clauses of this agreement.

12. Should any Customer indebted to the Company make a general assignment or any transfer of his, her, its or their property or should a judgment be taken against such Customer or should such Customer become insolvent, or should proceedings in Bankruptcy be instituted against such Customer, or should any such Customer become insolvent as construed by the Bankruptcy Laws of the Company shall have the right to place all accounts transferred to it as aforesaid, due

or to become due, in the hands of its attorneys, or collection agency, and in addition to the charges and expenses hereinabove specified, the account of the said Customer shall be changed with and the said Customer shall pay all and every expense incurred in the collection of said accounts, together with a charge of ten per cent fees on each and every account turned over for collection as aforesaid.

13. Should the Customer allow any claim or deduction on any account assigned to the Company, notice thereof must be immediately given by the Customer to the Company, and thereupon the Customer shall pay in cash or allow the said Company, if it so elects, to deduct from any balance which it may have on hand, or out of any sum which it may thereafter have on hand to the credit of the Customer for the claim allowed.

14. Should any goods be returned to the Customer on any account assigned to the Company notice thereof must be immediately given by the Customer to the Company, and it shall be optional with the Company either to retain its title to the merchandise returned and to take possession of the same, or to surrender the same upon receiving payment therefor in cash, or at any further option of the Company to deduct the value of the goods returned from any balance which it may have on hand to the credit of the Customer.

15. Should any goods, on accounts assigned by the Customer as aforesaid, be returned to the Company, the said Company shall have the right to take, hold, assign, warehouse, store, sell, transfer or set over the said returned merchandise in whole or in part, and receive the proceeds of the said returned merchandise, and shall credit the customer with all sums of money realized thereon, less the expense of so doing of the Company.

16. The Customer agrees that any account transferred to the Company will have the transfer properly entered in his ledger stating that this account is the property of. . . . .

17. The Company or its representatives shall have the privilege of investigating the bona fides of all accounts upon which advances have been made to the Customer.

18. The Customer agrees not to procure advances on any accounts from any sources other than the Company during the

continuance of this agreement, and will assign all the accounts of the Business to the Company as soon as the merchandise is shipped, and furthermore gives to the Company the privilege to examine all the books used in connection with the Customer's business at any time that the said Company may desire.

19. This agreement shall be a continuing one, subject to a discontinuance upon notice by either party to the other, the Customer, however, reserving the right to discontinue this agreement by settling his account with the Company in full.

20. The foregoing statement, representations and covenants are made by the Customer for the express purpose of inducing the Company to enter into this agreement, and to make advances to said customers on accounts as hereinbefore set forth. The waiver in any instance by the Company of any of its rights, privileges or options hereunder shall not operate as a waiver in any other instance.

21. The within agreement shall be binding on and enure to the benefit of the said parties, their legal representatives and assigns.

ASSIGNMENT (IN CONNECTION WITH THE FOREGOING)

KNOW ALL MEN BY THESE PRESENTS, That for value received, we have bargained, sold, transferred, assigned, and set over and by these presents do bargain, sell, transfer, assign and set over unto.... its successors and assigns, the claim and account set forth on the reverse side hereof, and all right, title and interest therein, and in and to any and all of the merchandise, the sale of which created said account, to have and to hold the said claim or account and any and all merchandise returned or unaccepted thereon, unto said its successors and assigns, for their own use and

benefit forever.

We hereby constitute and appoint said........our true and lawful attorney irrevocable in our name or otherwise but to their own use and benefit to sell, transfer, assign, set over, compromise, pledge, discharge and collect the whole or any part of said claim, or account, and to receive all moneys due or

to grow due thereon and to take, hold, transfer, assign, set over, or sell and receive the proceeds of, the whole or any part of said returned merchandise and for said purposes to do all acts and things necessary or proper in the premises, and one or more persons to substitute with like power, hereby ratifying and confirming all that our said attorney or attorneys, or his or their substitute or substitutes shall lawfully do by virtue hereof.

We hereby certify and covenant that the said claim or account is a true and correct statement of a bona fide indebtedness incurred by the debtor therein named, upon the terms therein stated, now outstanding and owing to the full amount thereof for said merchandise actually sold and delivered and accepted by said debtor; that no payment has been made thereon, and that there are no defenses, offsets or counterclaims thereto; that said merchandise was, at the time of said sale, owned by us in our own right and free from any lien or encumbrance, and that said claim or account is free from all encumbrance except such as is held by said........ under this instrument.

This assignment is made in furtherance of the existing agreement made between the undersigned and....

Dated, New York,.....19..

Agreement for Sale of Accounts to Finance Company

Another Form

day of........19.., be

AGREEMENT, made this........day of....

tween..

a corporation organized under the State of New York (hereinafter designated as the Company) and (hereinafter designated as the Customer).

WHEREAS the Customer declares himself solvent and desires to obtain from the Company advances upon the security of outstanding accounts of the Customer, and to make use of the facilities and the services offered by the Company for the development of the Customer's business:

NOW THEREFORE THIS AGREEMENT WITNESSETH:

1. The Customer agrees to sell, assign and transfer to the Company all outstanding accounts as the same are created in

the Customer's business from and by sales of merchandise therein.

2. The Company agrees to advance to the Customer...

per centum of the net face value of said outstanding accounts approved by it. Said advances so to be made are subject to the following terms and conditions:

(a) The Customer shall in every instance deliver to the Company accurate invoices of sales resulting in outstanding accounts, with shipping receipts, and assignments of the accounts upon the form attached to..

(b) If the same are approved by the Company, the Customer shall be entitled to receive advances thereon.

3. All accounts which the Company is to make advances upon are to be owned by the Customer solely and absolutely at the time such advancement is requested, and are to be the result of sales of the Customer's own property and not of assigned merchandise. The Customer warrants and guarantees the correctness, accuracy and bona fides of all orders and the prices thereof, and the validity and genuineness of all accounts assigned, and hereby guarantees the collections at maturity of said accounts during the continuance of this agreement.

4. The Customer hereby authorizes and empowers the Company to collect all accounts assigned by the Customer to the Company and to endorse the name of the Customer upon any and all commercial papers received in payments of said accounts and all commercial papers received in payments of said ac

counts.

5. The Company is also authorized and empowered to sue for and collect in its own name, or in the name of the Customer, any and all accounts against any and all debtors if not paid at maturity. All legal and other expenses incurred by the Company in defending its title to the account assigned or the merchandise representing the accounts, shall also be borne by the Customer.

6. Should any debtor by whom an account matured or unmatured is owing, fail, become insolvent, become a judgment debtor or become a party to proceedings in bankruptcy in which adjudication of the Customer as a bankrupt is sought,