then the Customer shall upon request, pay to the Company the full amount of such account or accounts, or allow the Company to deduct from any balance which the Company may thereafter have on hand, to the credit of the Customer, any and all advances made on said accounts, as herein specified, and the same agreement is hereby made with respect to all accounts which shall not have been paid within......days from the day of their maturity.

7. Should any debtor return or refuse to accept merchandise invoiced to him, the Customer shall at once and as often as the same may occur notify the Company of such facts and it shall be optional with the Company to retain title to the merchandise so returned or not accepted, or to surrender the same to the Customer upon payment therefor; or at the further option of the Company to deduct the amount of the goods returned or not accepted from any balance which the Company may have on hand, or out of any sum which the Company may thereafter have on hand to the credit of the Customer. Should the Company elect to retain title to merchandise so returned or not accepted, the Company may then at its further option, sell the said merchandise at private or public sale upon. . . . . . days' notice to the Customer's account with the proceeds of such sale.

8. The Company or its representatives shall have the privilege of investigating the validity of all accounts upon which advances have been made, and may at all reasonable times examine the books of accounts of the Customer for that purpose.

9. The Company shall have the right to make compromise or settlement with debtors where the amount of the invoice is in dispute, or where claims for allowances on discounts or returned goods is made, or where any debtor has failed to make payments when due; but before consummating same the Company shall notify the Customer who shall thereupon be entitled to make a reassignment of such account upon payment of the amount thereof to the Company.

10. The Company shall be entitled to charge interest at the rate of 6% per annum on money advanced by it to the Customer, computed from the time of such advancement to

the time of the actual collection of said accounts, including any and all additional time which shall be required by Banks in collecting remittance and making returns to the Company.

11. The term of credit upon which sales shall be made by the Customer to customers shall not exceed. . . . . .days.

12. The Company agrees to keep true and correct records of the accounts assigned and delivered to the Company, by the Customer, and true and correct records of the amount owing on said accounts by each debtor, the respective dates of maturity, and the amount paid thereon by said debtor. The Customer shall be entitled to receive information from these records upon request.

13. The Company agrees to lend its best efforts to the collection of all accounts assigned to it by the Customer, and render to all such debtors proper bills and statements from time to time, when necessary and advisable.

14. The Company agrees to investigate when necessary the standing and general credit of debtors and upon request to furnish to Customer confidentially all information concerning said debtors as the Company may have and the Customer may request.

15. The Company agrees to advise the Customer whenever requested, regarding the conduct and policy of the Customer's business.

.....

16. In consideration of the said services to be rendered by the Company to the Customer, and of the obligations by it herein assumed, the Customer agrees to pay to the Company a commission of. per annum on the aggregate in the amount of the face value of the accounts assigned to and accepted by the Company. This rate of commission is made upon the express representation of the Customer that the face value of the accounts to be assigned hereunder will aggregate....

dollars per annum, and it is agreed that the Company shall have the option to receive from the Customer, and the Customer agrees to pay to the Company commission at the rate above specified, upon the said amount of. ...dollars during

each year that this agreement shall be in force, and proportionate amount thereof during each fraction of a year that this

agreement shall be in force. The Company may at its option, retain said commission from any and all moneys of the Customer in its hands.

17. Should any remittances on any accounts on which advances have been made by the Company to the Customer reach the Customer, the Customer shall hold the same in trust for the Company, and shall immediately turn over to the Company the identical remittance or remittances.

18. The terms of this agreement shall be from the......day of....., 19.., to the.....day of...., 19... Thereafter this agreement shall continue from year to year unless......days prior to the expiration of any given year, notice in writing of election to discontinue shall be given by the Customer to the Company. The Company shall have the right to terminate this agreement any time upon.......days' notice in writing.

19. In the event of any misrepresentation by the Customer concerning any accounts assigned by the Customer to the Company or concerning any matter pertaining to this agreement or in the event of any violation by the Customer of any of the provisions of this agreement, the said agreement may be at once terminated by the Company without notice.

20. This agreement shall be construed according to the laws of the State of.....

Agreement between Banker and Merchant for Advances against Assigned Accounts-Assignment of Accounts

AGREEMENT made..

...between...

hereinafter called the "Banker" and. after called the "Assignor.".

.herein

The parties hereto mutually covenant and agree as follows:1. The Assignor agrees to assign and transfer to the Banker during the continuance of this agreement all outstanding accounts as may be created in the Assignor's business. The Banker agrees to procure funds and to advance to the Assignor ..per cent. of the face value of such accounts as may be accepted and approved by the Banker, less all discounts, provided the Assignor shall in each instance deliver to the Banker

.....

accurate, original and duplicate invoices of the sales creating such outstanding accounts with the original Bills of Lading, shipping or express receipts or other evidence of shipment or delivery, and also an assignment of the account upon the form attached hereto. The Banker shall have... ..days after the receipt of said assigned accounts and original Bills of Lading, shipping or express receipts, within which to accept and approve such accounts and advance the funds thereon.

2. The Banker shall have the right to notify the debtors that said accounts have been transferred and are payable to the Banker and should any moneys on any account upon which advances have been made by the Banker be collected by the Assignor in whole or in part, the Assignor shall hold the same in trust for the Banker and shall immediately turn over to the Banker the identical original remittance or remittances.

3. The Assignor agrees to pay interest at the rate of six per cent. per annum on moneys advanced by the Banker to be computed from the time of such advance to the time of the actual repayment to the Banker.

4. In the event that any account be not paid to the Banker within... .days after maturity, or, in the event that any debtor shall become insolvent, or make a general assignment or transfer of property, or should judgment be taken, or proceedings in bankruptcy be instituted against such debtor, then, the Assignor, upon demand of the Banker, shall pay to the Banker in cash or allow the Banker, if it so elects, to deduct from any balance which it may then or thereafter have on hand to the credit of the Assignor, all advances made on such accounts, together with the charges, expenses, interest and commission of the Banker as herein provided; or the Banker may at its option, transfer such account to an "Overdue Collateral Account," and all moneys thereafter collected thereon shall be retained by the Banker and credited to the Assignor, and the Assignor agrees to replace such accounts by new assigned accounts satisfactory to the Banker and such new accounts shall be held by the Banker in the place of and as security for the advances heretofore made on the original accounts.

5. The title to all merchandise which any debtor may return

or refuse to accept is in the Banker. Should the Assignor have any merchandise returned to him, or not accepted, on any account assigned to the Banker, or should information be received by the Assignor of such return or non-acceptance, the Assignor shall immediately give notice to the Banker and the Banker shall thereupon have the option either to retain its title to the merchandise so returned or not accepted or to surrender the same to the Assignor upon receiving payment therefor in cash, or at the further option of the Banker to deduct the value of the goods returned or not accepted from any balance which the Banker may then or thereafter have on hand to the credit of the Assignor.

6. The Banker shall have the right to collect and receive all moneys; to give receipt therefor; to sue for or collect said accounts in its own name or in the name of the Assignor or otherwise, but without any liability for negligence for itself or any agent in the manner of collecting or handling any accounts. All and any expense incurred in the collection of accounts, together with the attorneys' fees and exchange on checks are to be charged to and paid by the Assignor.

7. The Banker shall have the right to compromise or settle with debtors where the amount of the invoices is in dispute or where claims for allowances may be made or where any debtor has failed to make payment when due; but before consummating the same, the Banker shall notify the Assignor, who shall thereupon be entitled to take a re-assignment of such account upon payment of the amount thereof to the Banker.

8. The Banker agrees to keep true and accurate records of the accounts assigned and true and correct records of the amounts owing on said accounts, the respective dates of maturity and the amounts paid thereon by the debtor and the Assignor shall be entitled to receive information from these records on request. The Banker further agrees to use its best endeavors to collect said accounts and to render to debtors proper bills and statements from time to time as may be necessary or advisable; to investigate into the financial standing and credit of the debtors and to furnish the Assignor, when requested, such confidential information as it may have, and the Banker further agrees to advise the Assignor whenever