13. At the end or sooner termination of this agreement the Principal covenants to pay to the Factors, within.. days thereafter, all advances, charges and commissions with interest thereon due to the Factors hereunder, and in the event that such indebtedness is not so paid, then at the expiration of said.... ..days from the said end or sooner termination of this agreement, the Factors shall have the right to sell the merchandise consigned to it at public or private sale without further notice and for cash or credit and to apply the proceeds thereof after deducting the actual selling expense to the payment of the Principal's indebtedness to them. Where any such sale is made on credit, however, the Factors guarantee the payment thereof in the manner and subject to the exceptions and limitations set forth in this agreement as affecting sales made under the agreement, and on such sales the Factors shall be entitled to charge and receive the same commissions to which they would be entitled for sales made under the agreement. When the proceeds of such sales have reached an amount sufficient to pay the Factors their advances, interest, charges and commissions hereunder, no further sales shall be made by the Factors. The remedy herein conferred is not intended to be exclusive, and the Factors may resort, in addition thereto or in lieu thereof, to any legal remedy for the enforcement of their rights. The Factors shall also have the right upon the termination of this agreement to retain a reasonable sum of money or a reasonable amount of merchandise in their hands for a period of.. days after

the last sales are made to indemnify them against any claims of purchasers of an offset or counterclaim or right to reject merchandise upon sales theretofore credited by the Factors to the account of the Principal unless otherwise indemnified by the Principal against such claims in a manner satisfactory to the Factors.

14. If this contract shall terminate by reason of any breach thereof on the part of the Principal, or by reason of the bankruptcy, assignment or receivership proceedings of the Principal as set forth in Paragraph 11 hereof, or, if at the termination thereof the Factors shall be willing to extend the term of this agreement but the Principal shall be unwilling so to do, but

not otherwise, the Factors shall be entitled to charge and receive from the Principal a transfer commission of..... .per cent. on the amount of merchandise on hand at the time of said termination and consigned to the Factors.

15. The term of this agreement shall begin on the... day of.. at which time all the existing transactions between the Factors and the Principal shall be deemed to be subject to the terms of this agreement and all merchandise at that time consigned to the Factors and all sums due either to or from either of the parties to the other shall be and become subject to the terms of this agreement. The term of this agreement shall expire on the.... day of.... If at any time, however, during the term of this agreement the contract entered into simultaneously herewith between the Principal and.... .should terminate pursuant to any of the terms of said agreement, then and in that event the Factors shall have the option to terminate this agreement.

16. At the end or sooner termination of this agreement and notwithstanding that it shall determine in all other respects it shall continue in force in the following respect: The Factors covenant that they will permit the Principal to continue to have such occupancy of and access to that portion of the premises..

which is demised to the Factors by .between themselves as tenants

lease dated... and.... as landlord for the term demised in said lease, the said occupancy on the part of the Principal to be of the same character and subject to the same limitations hereinbefore set forth as affecting the Principal's rights to access or occupancy during the term of this agreement, and the Principal covenants that it will pay to the Factors monthly on the first day of each and every month during the balance of said term, namely: the sum of $.... .on the 1st day of each month up to... etc. In the event that the Principal should be in default for a period of .days in making any one of said payments, then the Factors shall be relieved of their obligations under this paragraph and the Principal shall be liable to the Factors for any loss that the Factors may sustain upon re-letting, subletting or assigning the balance of the term of the said lease.

If requested so to do by the Factors, the Principal will sign a sub-lease from the Factors of the said premises upon a form of lease identical with the form of lease from the said.

to the Factors and at the same rental for the balance of the said term and beginning on such day as the Factors shall specify.

The Factors shall during the term of this agreement be entitled to deduct the sum of $.. ..in each and every

year in semi-annual payments on or about the...

..day of....

.from sums otherwise The said moneys shall

in each year beginning... payable hereunder to the Principal. draw interest at. . . . . . . . per annum, and be held by the Factors as collateral security for the faithful performance by the Principal of its obligations hereinbefore set forth in Paragraph 12 hereof to pay the sum of $.... ....each month and also as collateral security for the faithful performance of all of the covenants on the part of the Principal specified in this Paragraph 16 and also of all of the covenants and conditions contained in said sub-lease if made, and also as collateral to indemnify the Factors against all loss for which the Principal is liable under the provisions of this Paragraph 16.

17. If, at any time while this contract is in force, or at any time thereafter, any dispute, difference or question shall arise between the parties hereto touching any matters whatsoever herein contained, then every such dispute or question shall be referred to the arbitration of two disinterested merchants, one to be chosen by each of the parties to the dispute, and if the parties so chosen cannot determine such dispute or question, they will select a third person to decide, and his decision shall be binding upon the parties hereto. A bona fide attempt at such arbitration shall be a condition precedent to any action at law to be taken by either of the parties hereto.

Deed of Trust-Agreement Between Debtor and Creditors for Management of Business by Trustees

and the undersigned

ferred to as the "Trustees, creditors of said debtors, hereinafter referred to as "the

Creditors" WITNESSETH:

WHEREAS, the said Debtors are indebted to numerous creditors whose obligations are now matured, and presently to mature, and are unable to pay because of the present condition of the.. ..market.

Now, THEREFORE, the Debtors, in consideration of the premises, and of the sum of One dollar, to them paid by the Trustees, upon the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and of the mutual promises and agreements hereinafter contained, have granted, bargained, sold, assigned, transferred and set over, and by these presents do grant, bargain, sell, assign, transfer and set over unto the Trustees, their successors and assigns, all and singular the goods, chattels, stock, notes, claims, demands, property, real, personal or mixed, and effects, of every description, and wheresoever located, including money, merchandise manufactured, unmanufactured and in process.

TO HAVE AND TO HOLD the same, and every part thereof, unto the said trustees, their successors and assigns.

IN TRUST, NEVERTHELESS, to receive and take possession thereof, and in their discretion to carry on the business of the Debtors for such period of time as, in their discretion, they may deem for the best interests of the Creditors, and to sell and liquidate the aforementioned assets of said Debtors, and to convert the same into money, on such terms and at such prices, as in their judgment they see fit, and proper, and to collect all debts and demands hereby assigned, as may be collectible, and out of the proceeds of such sales and collections.

1. To pay and discharge all the just and reasonable expenses, costs and charges of executing this agreement and carrying into

effect the trust hereby created, including counsel fees to the attorneys for the Trustees, and for the Creditors' committee, in connection with the preparation and execution of this trust, and then to pay and discharge in full, all debts and liabilities of the Debtors, each of which are less than $100 in amount, and then to pay (if the residue of said proceeds is sufficient for that purpose), to the Creditors, all the debts and liabilities now due, or to grow due, from the Debtors, with interest thereon to the date of payment, and if the residue of said proceeds shall not be sufficient to pay said debts and liabilities, with interest, in full, then to apply the said residue of said proceeds to the payment of said debts and liabilities ratably and in proportion, which lesser sums shall be accepted in full discharge and satisfaction of the demands and claims of the Creditors.

2. After the payment of all the debts and liabilities of the Debtors in full, with interest, if there shall be any remainder or residue of said property or the Debtors, their legal representatives, heirs and assigns.

3. And in furtherance of the premises, the Debtors do hereby make, constitute and appoint the Trustees their true and lawful attorneys, irrevocably, with full power and authority to do all acts and things which may be necessary in the premises to the full execution of the trust hereby created, and to ask and demand, recover and receive of and from all and every person or persons, all property, debts, and demands due, owing and belonging to the said debtors, and to give acquittances and discharges for the same; to sue, prosecute, defend and implead for the same; and execute, acknowledge and deliver all necessary instruments in connection therewith; and the Trustees are hereby vested with full power, authority and right by the Debtors, and are authorized to sign the name of the debtors to any check, draft, promissory note or other instrument, in writing, which is payable to the order of the Debtors or to sign the name of the Debtors to any instrument in writing, whenever it shall be necessary so to do to carry into effect the object, design and purpose of this trust.

4. The Trustees shall have the right to hear and determine any and all claims and demands made by any parties with reference to transactions had by them with the Debtors, and