Common use of Credit Approval Clause in Contracts

Credit Approval. We may, in our sole and absolute discretion, approve in writing all or a portion of your customers’ orders either by approving all or a portion of a proposed purchase order submitted by you or by establishing a credit line limited to a specific amount for a specific Account Debtor (collectively, “Credit Approve” or “Credit Approval”, as appropriate in the context in which it is used). You will request such Credit Approval from our Credit Department via computer or otherwise in accordance with our procedures. We have the right to withdraw our Credit Approval or withdraw or adjust a credit line at any time before delivery of goods or rendition of services. You shall execute and deliver to us within 30 days after delivery of goods or rendition of services, a written or electronic assignment of all Accounts sold or assigned to us hereunder, with a schedule of all such Accounts, in form satisfactory to us, together, with copies of each Account Debtor’s invoices or the equivalent and, upon our request, conclusive evidence of delivery for all goods sold and all other information or documents we may reasonably require. If you fail to provide the aforesaid documents within 30 days after delivery of goods or rendition of services, we may withdraw our Credit Approval with respect to such Accounts. If you make any sale of goods or render any services, whether for cash or on credit, (a) to any Account Debtor with respect to which we have established a credit line, when such Account Debtor is in excess of sixty (60) days past due on any Factored Account, (b) to any Account Debtor (whether or not we have established a credit line for it) after the date on which we have notified you that we are no longer willing to accept the credit risk on Accounts due from such Account Debtor, or (c) to any Account Debtor that causes the Factored Accounts due from such Account Debtor to exceed the Maximum Account Debtor Concentration specified in the Term Sheet, our Credit Approval on all outstanding Factored Accounts from such Account Debtor may be withdrawn, and all existing Approved Factored Accounts from such Account Debtor shall become Client Risk Accounts (as defined below) and shall be charged back to you. If the Account Debtor on any Account with respect to which we have given our written Credit Approval (whether by establishment of a credit line or otherwise) as provided herein (any such Account referred to as an “Approved Factored Account” herein) fails to pay such Approved Factored Account in full when due at its longest due date after receiving and accepting delivery of the Goods or performance of the services, solely because of its financial inability to pay (“Credit Risk” herein), we shall credit to your account with us immediately upon receipt all payments we receive in respect of such Account from the Credit Support Provider thereon. Approved Factored Accounts that are not paid prior to the applicable Charge-Back Date specified in the Term Sheet shall be charged back to you on such Charge-Back Date, unless they remain unpaid solely because of the Account Debtor’s financial inability to pay. We shall not bear or assume the risk of loss and shall have full recourse against you with respect to (a) the excess, if any, of (i) the gross amount of any Approved Factored Account over (ii) the amount we actually receive in respect of such Account from the Credit Support Provider thereon and (b) any Account purchased by us that (i) is not an Approved Factored Account at the time of our purchase or ceases to be an Approved Factored Account at any time after our purchase, (ii) arose from an order which did not receive our Credit Approval or with respect to which such Credit Approval is withdrawn, (iii) is not paid when due for any reason other than the Account Debtor's financial inability to pay, (iv) arose from an order in which the Account was not assigned by you to us within thirty (30) calendar days after the shipment date; (v) is owing by an Account Debtor to whom you make any sale of goods or render any services, whether for cash or on credit, after the date on which we notify you that we are no longer willing to Credit Approve sales or services to such Account Debtor (any such Account herein called a “Client Risk Account”). Further, Credit Approvals shall be effective only if the shipment is made or services rendered within thirty (30) days from the completion date specified in the approved order, or within thirty (30) days from the date of approval if no completion date is specified. Once we issue a Credit Approval with respect to an Account or an Account Debtor, you may not, without our prior written consent, change the amount, terms, shipping or delivery dates with respect to any shipment of goods or rendition of services, or any invoice relating thereto, or grant any other indulgence with respect thereto (other than accepting returns and granting allowances as provided herein). We may withdraw Credit Approval of any shipment of goods or rendition of services at any time before, but not after, delivery is made. You shall promptly report to us, in writing, all disputes and claims made by any Account Debtor of which you become aware, the refusal of any services, and the rejection or return of or offer to return any goods to you that you become aware of, and you shall promptly and diligently prosecute, defend or settle all such claims and disputes at your expense. All invoices you provide to us for purchase hereunder shall be marked payable to us or our assignee in a manner satisfactory to us, and such marking of such invoices, regardless of by whom done, and/or the delivery thereof to us shall constitute an assignment thereof to us whether or not you execute any specific instrument of assignment. All remittances, checks, bills and proceeds of sales shall be our property and you agree to confirm our title thereto by the execution from time to time of whatever evidence of title we may reasonably require, and you further authorize us to endorse your name on any and all checks or other forms of remittances received by us in payment of Accounts whenever we deem such endorsement necessary to effect collection thereof. We shall have the right to deposit any checks or other remittances received regardless of notations or conditions placed thereon by any Account Debtor or deductions reflected thereby, but we shall promptly provide you with a copy of the payment with notations or deductions taken. If any remittances are made directly to you, you shall hold the same in trust for our benefit and as our property and will immediately deliver to us the identical checks, documents, instruments or monies received in the same form as received by you. If you fail to deliver any remittance to us within two (2) business days after you receive it, we shall be entitled to charge you the Misdirected Payment Fee specified in Schedule A hereto (the “Term Sheet”) to compensate us for the additional administrative expenses that we both acknowledge are likely to be incurred as a result of your failure to do so. We may employ, and you consent to our use of, a lockbox account for the deposit of remittances received in payment of Accounts. We shall have no liability whatsoever to you or to any person or firm for not Credit Approving, or for withholding or withdrawing Credit Approval of, any order. In the event that we decline to Credit Approve an order and, in connection therewith, furnish any information to you regarding the credit standing of the customer in explanation of our decision, such information shall be privileged and confidential and shall not be given by you to your customer or any third party; however, you may advise such party that any questions relating thereto may be directed to us.

Credit Approval. We may, in our sole and absolute discretion, approve in writing 2.1 Credit approval of all or a portion of your customers’ orders either by approving all or a portion of a proposed purchase order submitted by you or by establishing a credit line limited to a specific amount for a specific Account Debtor (collectively, “Credit Approve” or “Credit Approval”, as appropriate in the context in which it is used). You will request such Credit Approval shall be requested from our Credit Department via computer or otherwise computer, in accordance with our procedures. We have procedures more particularly described in the right to withdraw our Credit Approval or withdraw or adjust a credit line at any time before delivery of goods or rendition of services. You shall execute and deliver to us within 30 days after delivery of goods or rendition of services, a written or electronic assignment of all Accounts sold or assigned to us hereunder, with a schedule of all such Accounts, in form satisfactory to us, together, with copies of each Account Debtor’s invoices or the equivalent and, upon our request, conclusive evidence of delivery for all goods sold and all other information or documents we may reasonably require. If you fail to provide the aforesaid documents within 30 days after delivery of goods or rendition of services, we may withdraw our Credit Approval with respect to such Accounts. If you make any sale of goods or render any services, whether for cash or on credit, (a) to any Account Debtor with respect to Client Service Guide which we have established a credit lineprovided to you, when such Account Debtor is in excess of sixty (60) days past due on and any Factored Account, (b) to any Account Debtor (whether modifications or not we have established a credit line for it) after the date on revisions thereof or supplements thereto which we have notified may hereafter provide to you that we are no longer willing to accept (herein the credit risk on Accounts due from such Account Debtor"Guide"). Orders may be submitted by either: (i) On-Line Terminal Access, in accordance with the procedures more particularly described in the appropriately marked section of the Guide, or (cii) to any Account Debtor that causes Electronic Batch Transmission, in accordance with the Factored Accounts due from such Account Debtor to exceed the Maximum Account Debtor Concentration specified procedures more particularly described in the Term Sheet, our Credit Approval on all outstanding Factored Accounts from such Account Debtor may be withdrawn, and all existing Approved Factored Accounts from such Account Debtor shall become Client Risk Accounts (as defined below) and shall be charged back supplement to you. If the Account Debtor on any Account with respect to which we have given our written Credit Approval (whether by establishment of a credit line or otherwise) as provided herein (any such Account Guide referred to as an “Approved Factored Account” herein) fails the Guide to Batch Data Communications. We shall assume the Credit Risk (the customer's failure to pay such Approved Factored an invoice representing an Account in full when due at its longest due date after receiving and accepting delivery of the Goods or performance of the services, solely maturity because of its financial inability to pay (“Credit Risk” herein), we shall credit to your account with us immediately upon receipt all payments we receive in respect of such do so) on each Account from the Credit Support Provider thereon. Approved Factored Accounts that are not paid prior to the applicable Charge-Back Date specified in the Term Sheet shall be charged back to you on such Charge-Back Date, unless they remain unpaid solely because of the Account Debtor’s financial inability to pay. We shall not bear or assume the risk of loss and shall have full recourse against you with respect to (a) the excess, if any, of (i) the gross amount of any Approved Factored Account over (ii) the amount we actually receive in respect of such Account from the Credit Support Provider thereon and (b) any Account purchased by us that (i) is not an Approved Factored Account at the time of our purchase or ceases to be an Approved Factored Account at any time after our purchase, (ii) arose from an order which did not receive our Credit Approval or with respect to which such Credit Approval is withdrawn, (iii) is not paid when due for any reason other than the Account Debtor's financial inability to pay, (iv) arose from an order in which the Account was not assigned by you to us within thirty (30) calendar days after the shipment date; (v) is owing by an Account Debtor to whom you make any sale of goods or render any servicesrendition of services represented thereby has been credit approved by our Credit Department in writing, whether for cash or on credit, after the date on which we notify you that we are no longer willing to Credit Approve sales or services to such Account Debtor (any such Account herein called a “Client Risk Account”). Further, Credit Approvals shall be effective only if the shipment is made or services rendered within thirty (30) days from the completion date specified in the approved order, or within thirty (30) days from the date of approval if no completion date is specified. Once we issue a Credit Approval and with respect to an Account which the customer actually receives and finally accepts delivery of the goods or an Account Debtor, you may not, without services. Without our prior written consent, you shall not change the amount, terms, shipping or delivery dates with respect to any shipment of goods or rendition of services, or any invoice relating thereto, whether or not approved by us as to credit, or grant any other indulgence with respect thereto (other than accepting returns and granting allowances as provided hereinin paragraph 8 hereof). We may withdraw Credit Approval approval of any shipment of goods or rendition of services at may be withdrawn by us any time before, but not after, delivery is made. You shall promptly report to us, in writing, all disputes and claims made by any Account Debtor of which you become aware, the refusal of any services, and the rejection or return of or offer to return any goods to you that you become aware of, and you shall promptly and diligently prosecute, defend or settle all such claims and disputes at your expense. All invoices you provide to us for purchase hereunder Credit approvals shall be marked payable to us effective only if shipment is made or our assignee in a manner satisfactory to us, and such marking of such invoices, regardless of by whom done, and/or services are rendered within thirty (30) days from the delivery thereof to us shall constitute an assignment thereof to us whether or not you execute any specific instrument of assignment. All remittances, checks, bills and proceeds of sales shall be our property and you agree to confirm our title thereto by the execution from time to time of whatever evidence of title we may reasonably require, and you further authorize us to endorse your name on any and all checks or other forms of remittances received by us in payment of Accounts whenever we deem such endorsement necessary to effect collection thereof. We shall have the right to deposit any checks or other remittances received regardless of notations or conditions placed thereon by any Account Debtor or deductions reflected thereby, but we shall promptly provide you with a copy of the payment with notations or deductions taken. If any remittances are made directly to you, you shall hold the same in trust for our benefit and as our property and will immediately deliver to us the identical checks, documents, instruments or monies received completion date specified in the same form as received by you. If you fail to deliver any remittance to us within two (2) business days after you receive it, we shall be entitled to charge you the Misdirected Payment Fee specified in Schedule A hereto (the “Term Sheet”) to compensate us for the additional administrative expenses that we both acknowledge are likely to be incurred as a result of your failure to do so. We may employ, and you consent to our use of, a lockbox account for the deposit of remittances received in payment of Accountsapproval. We shall have no liability whatsoever to you or to any person person, firm or firm entity for not Credit Approvingcredit approving, or for withholding or withdrawing Credit Approval credit approval of, any order. In the event that we decline to Credit Approve credit approve an order from a customer and, in connection therewith, furnish any information to you regarding the credit standing of the customer in explanation of our decision, such information shall be privileged and confidential and shall not be given by you to the customer, your customer salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us.

Credit Approval. We may, in our sole and absolute discretion, approve in writing 2.1 Credit approval of all or a portion of your customers’ orders either by approving all or a portion of a proposed purchase order submitted by you or by establishing a credit line limited to a specific amount for a specific Account Debtor (collectively, “Credit Approve” or “Credit Approval”, as appropriate in the context in which it is used). You will request such Credit Approval shall be requested from our Credit Department via computer or otherwise computer, in accordance with our procedures. We have procedures more particularly described in the right to withdraw our Credit Approval or withdraw or adjust a credit line at any time before delivery of goods or rendition of services. You shall execute and deliver to us within 30 days after delivery of goods or rendition of services, a written or electronic assignment of all Accounts sold or assigned to us hereunder, with a schedule of all such Accounts, in form satisfactory to us, together, with copies of each Account Debtor’s invoices or the equivalent and, upon our request, conclusive evidence of delivery for all goods sold and all other information or documents we may reasonably require. If you fail to provide the aforesaid documents within 30 days after delivery of goods or rendition of services, we may withdraw our Credit Approval with respect to such Accounts. If you make any sale of goods or render any services, whether for cash or on credit, (a) to any Account Debtor with respect to Client Service Guide which we have established a credit lineprovided to you, when such Account Debtor is in excess of sixty (60) days past due on and any Factored Account, (b) to any Account Debtor (whether modifications or not we have established a credit line for it) after the date on revisions thereof or supplements thereto which we have notified may hereafter provide to you that we are no longer willing to accept (herein the credit risk on Accounts due from such Account Debtor"Guide"). Orders may be submitted by either: (i) On- Line Terminal Access, in accordance with the procedures more particularly described in the appropriately marked section of the Guide, or (cii) to any Account Debtor that causes Electronic Batch Transmission, in accordance with the Factored Accounts due from such Account Debtor to exceed the Maximum Account Debtor Concentration specified procedures more particularly described in the Term Sheet, our Credit Approval on all outstanding Factored Accounts from such Account Debtor may be withdrawn, and all existing Approved Factored Accounts from such Account Debtor shall become Client Risk Accounts (as defined below) and shall be charged back supplement to you. If the Account Debtor on any Account with respect to which we have given our written Credit Approval (whether by establishment of a credit line or otherwise) as provided herein (any such Account Guide referred to as an “Approved Factored Account” herein) fails the Guide to Batch Data Communications. We shall assume the Credit Risk (the customer's failure to pay such Approved Factored an invoice representing an Account in full when due at its longest due date after receiving and accepting delivery of the Goods or performance of the services, solely maturity because of its financial inability to pay (“Credit Risk” herein), we shall credit to your account with us immediately upon receipt all payments we receive in respect of such do so) on each Account from the Credit Support Provider thereon. Approved Factored Accounts that are not paid prior to the applicable Charge-Back Date specified in the Term Sheet shall be charged back to you on such Charge-Back Date, unless they remain unpaid solely because of the Account Debtor’s financial inability to pay. We shall not bear or assume the risk of loss and shall have full recourse against you with respect to (a) the excess, if any, of (i) the gross amount of any Approved Factored Account over (ii) the amount we actually receive in respect of such Account from the Credit Support Provider thereon and (b) any Account purchased by us that (i) is not an Approved Factored Account at the time of our purchase or ceases to be an Approved Factored Account at any time after our purchase, (ii) arose from an order which did not receive our Credit Approval or with respect to which such Credit Approval is withdrawn, (iii) is not paid when due for any reason other than the Account Debtor's financial inability to pay, (iv) arose from an order in which the Account was not assigned by you to us within thirty (30) calendar days after the shipment date; (v) is owing by an Account Debtor to whom you make any sale of goods or render any servicesrendition of services represented thereby has been credit approved by our Credit Department in writing, whether for cash or on credit, after the date on which we notify you that we are no longer willing to Credit Approve sales or services to such Account Debtor (any such Account herein called a “Client Risk Account”). Further, Credit Approvals shall be effective only if the shipment is made or services rendered within thirty (30) days from the completion date specified in the approved order, or within thirty (30) days from the date of approval if no completion date is specified. Once we issue a Credit Approval and with respect to an Account which the customer actually receives and finally accepts delivery of the goods or an Account Debtor, you may not, without services. Without our prior written consent, you shall not change the amount, terms, shipping or delivery dates with respect to any shipment of goods or rendition of services, or any invoice relating thereto, whether or not approved by us as to credit, or grant any other indulgence with respect thereto (other than accepting returns and granting allowances as provided hereinin paragraph 8 hereof). We may withdraw Credit Approval approval of any shipment of goods or rendition of services at may be withdrawn by us any time before, but not after, delivery is made. You shall promptly report to us, in writing, all disputes made and claims made by any Account Debtor of which you become aware, the refusal of any services, and the rejection or return of or offer to return any goods to you that you become aware of, and you shall promptly and diligently prosecute, defend or settle all such claims and disputes at your expense. All invoices you provide to us for purchase hereunder shall be marked payable to us or our assignee in a manner satisfactory to us, and such marking of such invoices, regardless of by whom done, and/or the delivery thereof to us shall constitute an assignment thereof to us whether or not you execute any specific instrument of assignment. All remittances, checks, bills and proceeds of sales shall be our property and you agree to confirm our title thereto by the execution from time to time of whatever evidence of title we may reasonably require, and you further authorize us to endorse your name on any and all checks or other forms of remittances received by us in payment of Accounts whenever we deem such endorsement necessary to effect collection thereof. We shall have the right to deposit any checks or other remittances received regardless of notations or conditions placed thereon by any Account Debtor or deductions reflected thereby, but we shall promptly provide you with a copy written confirmation of any such withdrawal. Credit approvals shall be effective only if shipment is made or services are rendered within thirty (30) days from the payment with notations or deductions taken. If any remittances are made directly to you, you shall hold the same in trust for our benefit and as our property and will immediately deliver to us the identical checks, documents, instruments or monies received completion date specified in the same form as received by you. If you fail to deliver any remittance to us within two (2) business days after you receive it, we shall be entitled to charge you the Misdirected Payment Fee specified in Schedule A hereto (the “Term Sheet”) to compensate us for the additional administrative expenses that we both acknowledge are likely to be incurred as a result of your failure to do so. We may employ, and you consent to our use of, a lockbox account for the deposit of remittances received in payment of Accountsapproval. We shall have no liability whatsoever to you or to any person person, firm or firm entity for not Credit Approvingcredit approving, or for withholding or withdrawing Credit Approval credit approval of, any orderorder pursuant to the terms of this Agreement. In the event that we decline to Credit Approve credit approve an order from a customer and, in connection therewith, furnish any information to you regarding the credit standing of the customer in explanation of our decision, such information shall be privileged and confidential and shall not be given by you to the customer, your customer salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us.

Credit Approval. We mayUpon execution of this Agreement, in our sole and absolute discretion, approve in writing all or a portion of your customers’ orders either by approving all or a portion of a proposed purchase order submitted by you or by establishing a we may extend credit line limited to a specific amount for a specific Account Debtor approval (collectively, “Credit Approve” or “"Credit Approval”") as set forth herein, as appropriate in for the context in which it is used)purchase of goods and merchandise from you by the Customer. You will request such shall submit any order from the Customer for which you seek our Credit Approval from (individually "Order" and collectively "Orders") to our Credit Department either via computer on-line terminal access or, if you are unable to submit your Orders via computer, then by telephone or otherwise via telecopier (but, in accordance with our proceduresany event, in writing). We have the right to withdraw In addition, our Credit Approval shall automatically terminate the earlier of: (a) the date an Insolvency Event (as defined hereafter) of the Customer occurs, (b) any breach or withdraw or adjust a credit line at any time before delivery event of goods or rendition of services. You shall execute and deliver to us within 30 days after delivery of goods or rendition of services, a written or electronic assignment of all Accounts sold or assigned to us default hereunder, with a schedule (c) the date of all such Accounts, in form satisfactory to any notice of withdrawal of credit approval from us, togetheror (d) the order completion/cancellation date designated in the Order (the "Completion Date"), with copies of each Account Debtor’s invoices if the good or the equivalent and, upon our request, conclusive evidence of delivery for all goods sold and all other information or documents we may reasonably require. If you fail to provide the aforesaid documents within 30 days after delivery of goods or rendition of services, we may withdraw our Credit Approval services with respect to such AccountsOrder have not been shipped or provided by the Completion Date (the "Required Shipment Date") . If you make any sale For purposes of goods or render any servicesthis Agreement, whether for cash or on credit, an "Insolvency Event" shall occur when: (ai) to any Account Debtor an order with respect to which we have established the Customer's Chapter 11 case shall be entered by the bankruptcy court (A) appointing a credit line, when such Account Debtor is in excess of sixty (60) days past due on any Factored Accounttrustee or examiner, (bB) converting, including pursuant to any Account Debtor Section 1112 of the Bankruptcy Code, such Chapter 11 case to a proceeding under Chapter 7 of the Bankruptcy Code, (whether or not we have established C) confirmation of a credit line for itplan of reorganization, (D) after dismissing the date on which we have notified you that we are no longer willing to accept the credit risk on Accounts due from such Account DebtorChapter 11 case, or (c) to any Account Debtor that causes the Factored Accounts due from such Account Debtor to exceed the Maximum Account Debtor Concentration specified in the Term Sheet, our Credit Approval on all outstanding Factored Accounts from such Account Debtor may be withdrawn, and all existing Approved Factored Accounts from such Account Debtor shall become Client Risk Accounts (as defined below) and shall be charged back to you. If the Account Debtor on any Account with respect to which we have given our written Credit Approval (whether by establishment of a credit line or otherwise) as provided herein (any such Account referred to as an “Approved Factored Account” herein) fails to pay such Approved Factored Account in full when due at its longest due date after receiving and accepting delivery of the Goods or performance of the services, solely because of its financial inability to pay (“Credit Risk” herein), we shall credit to your account with us immediately upon receipt all payments we receive in respect of such Account from the Credit Support Provider thereon. Approved Factored Accounts that are not paid prior to the applicable Charge-Back Date specified in the Term Sheet shall be charged back to you on such Charge-Back Date, unless they remain unpaid solely because of the Account Debtor’s financial inability to pay. We shall not bear or assume the risk of loss and shall have full recourse against you with respect to (aE) the excessCustomer's financing under the Chapter 11 Case terminates or is changed or modified in any material respect, if any, of (i) the gross amount of any Approved Factored Account over or (ii) the amount we actually receive in respect of such Account from the Credit Support Provider thereon and (b) any Account purchased by us that (i) is not an Approved Factored Account at the time of our purchase or ceases to be an Approved Factored Account at any time after our purchase, (ii) arose from an order which did not receive our Credit Approval or with respect to which such Credit Approval is withdrawn, (iii) is not paid when due for any reason other than the Account Debtor's financial inability to pay, (iv) arose from an order in which the Account was not assigned by you to us within thirty (30) calendar days after the shipment date; (v) is owing by an Account Debtor to whom you make any sale of goods or render any services, whether for cash or on credit, after the date on which we notify you that we are no longer willing to Credit Approve sales or services to such Account Debtor (any such Account herein called a “Client Risk Account”). Further, Credit Approvals shall be effective only if the shipment is made or services rendered within thirty (30) days from the completion date specified in the approved order, or within thirty (30) days from the date of approval if no completion date is specified. Once we issue a Credit Approval with respect to an Account or an Account Debtor, you may not, without our prior written consent, change the amount, terms, shipping or delivery dates with respect to any shipment Approved Receivable, when any such Approved Receivable is the subject of goods a motion, objection or rendition proceeding, setting forth grounds for nonpayment of servicesany Approved Receivable, whether due to shortages, defects or otherwise, that would give the Customer a right of setoff against the Approved Receivable and seeking the disallowance of such Approved Receivable, which motion or proceeding is not resolved by the allowance of such Approved Receivable as an administrative expense under Section 503(b) of the Bankruptcy Code (herein a "Disallowed Claim"), or any invoice relating thereto(iii) the confirmation of a Chapter 11 liquidation plan, including without limitation (A) requiring the Customer or its successor, successor-in-interest or representative to sell or transfer all or substantially all of the Customer's assets, (B) entry of an order in the Bankruptcy Case authorizing the sale or other transfer of all or substantially all of the Customer's assets, or grant (C) entry of any other indulgence order in the Bankruptcy Case that would result in a liquidating Chapter 11, with respect thereto (other than accepting returns and granting allowances the Customer ceasing to transact business as provided herein)a going concern because of the liquidation, winding down or dissolution of the Customer. We may withdraw Our Credit Approval (i) shall apply solely to tendered Approved Receivables that are or become allowed administrative expenses within the meaning of any shipment Section 503(b) of goods or rendition of services at the Bankruptcy Code, and (ii) may be withdrawn any time before, but not after, delivery shipment is made. You Our credit approval shall promptly report be effective only if shipment is made on or before the Required Shipment Date. If the respective goods or services are not delivered or performed prior to usthe Required Shipment Date, in writing, all disputes and claims made by any Account Debtor of which you become aware, the refusal of any services, and the rejection or return of or offer to return any goods to you that you become aware ofsuch Order shall no longer have Credit Approval, and you must resubmit the Order relating to such good or services for Credit Approval ("Resubmitted Order"). Unless the Resubmitted Order receives Credit Approval, it shall promptly and diligently prosecutenot become an Approved Receivable. Except with respect to shipments made prior to such date, defend or settle all such claims and disputes at your expense. All invoices you provide to us for purchase hereunder shall be marked payable to us or our assignee in a manner satisfactory to us, and such marking of such invoices, regardless of by whom done, and/or the delivery thereof to us shall constitute an assignment thereof to us whether or not you execute any specific instrument of assignment. All remittances, checks, bills and proceeds of sales shall be our property and you agree to confirm our title thereto by the execution from time to time of whatever evidence of title we may reasonably require, and you further authorize us to endorse your name on any and all checks or other forms of remittances received by us in payment of Accounts whenever we deem such endorsement necessary to effect collection thereof. We shall have the right to deposit any checks or other remittances received regardless of notations or conditions placed thereon by any Account Debtor or deductions reflected thereby, but we shall promptly provide you with a copy of adjust the payment with notations or deductions taken. If any remittances are made directly Customer's credit lines from time to you, you shall hold the same in trust for our benefit time and as our property and will immediately deliver to us the identical checks, documents, instruments or monies received in the same form as received by you. If you fail to deliver any remittance to us within two (2) business days after you receive it, we shall be entitled to charge you the Misdirected Payment Fee specified in Schedule A hereto (the “Term Sheet”) to compensate us for the additional administrative expenses that we both acknowledge are likely to be incurred as a result of your failure to do so. We may employ, and you consent to our use of, a lockbox account for the deposit of remittances received in payment of Accounts. We shall have no liability whatsoever to you or any other person, firm or entity for our not approving, or our withdrawal of approval of, credit to the Customer in the manner provided in this Agreement (with respect to withdrawal of credit approval prior to shipment). You have advised us that your selling terms are not in excess of sixty (60) days. As to any person or firm for not Credit ApprovingApproved Receivable, you agree that you will not, without our prior written consent: (i) change these terms from our existing credit approval, or extend the maturity date of any invoice; (ii) change the amount (except for withholding credits, chargebacks, allowances, returns or withdrawing Credit Approval ofthe like, which you may issue in the normal course of your business and otherwise in accordance with this Agreement) or shipping dates; or (iii) grant any orderother indulgence (which would modify any applicable invoice or Approved Receivable, including for the amount due, allowances, due date or payment thereof). In the event that we decline you were to Credit Approve an order anddo any of these acts without such concurrence by us, any credit approval and assumption of credit risk by us of the respective Approved Receivable(s) shall be and become automatically and immediately, and without any further notice or action by us whatsoever, withdrawn, null, void and of no effect. You also agree to issue credit memoranda promptly (with duplicates to us) upon accepting returns or granting allowances in connection therewith, furnish with any information to you regarding the credit standing of the customer in explanation of our decision, such information shall be privileged and confidential and shall not be given by you to your customer or any third party; however, you may advise such party that any questions relating thereto may be directed to usApproved Receivable.

Credit Approval. We may, in our sole and absolute discretion, approve in writing 2.1 Credit approval of all or a portion of your customers’ orders either by approving all or a portion of a proposed purchase order submitted by you or by establishing a credit line limited to a specific amount for a specific Account Debtor (collectively, “Credit Approve” or “Credit Approval”, as appropriate in the context in which it is used). You will request such Credit Approval shall be requested from our Credit Department via computer or otherwise computer, in accordance with our procedures. We have procedures more particularly described in the right to withdraw our Credit Approval or withdraw or adjust a credit line at any time before delivery of goods or rendition of services. You shall execute and deliver to us within 30 days after delivery of goods or rendition of services, a written or electronic assignment of all Accounts sold or assigned to us hereunder, with a schedule of all such Accounts, in form satisfactory to us, together, with copies of each Account Debtor’s invoices or the equivalent and, upon our request, conclusive evidence of delivery for all goods sold and all other information or documents we may reasonably require. If you fail to provide the aforesaid documents within 30 days after delivery of goods or rendition of services, we may withdraw our Credit Approval with respect to such Accounts. If you make any sale of goods or render any services, whether for cash or on credit, (a) to any Account Debtor with respect to Client Service Guide which we have established a credit lineprovided to you, when such Account Debtor is in excess of sixty (60) days past due on and any Factored Account, (b) to any Account Debtor (whether modifications or not we have established a credit line for it) after the date on revisions thereof or supplements thereto which we have notified may hereafter provide to you that we are no longer willing to accept (herein the credit risk on Accounts due from such Account Debtor"Guide"). Orders may be submitted by either: (i) On-Line Terminal Access, in accordance with the procedures more particularly described in the appropriately marked section of the guide, or (cii) to any Account Debtor that causes Electronic Batch Transmission, in accordance with the Factored Accounts due from such Account Debtor to exceed the Maximum Account Debtor Concentration specified procedures more particularly described in the Term Sheet, our Credit Approval on all outstanding Factored Accounts from such Account Debtor may be withdrawn, and all existing Approved Factored Accounts from such Account Debtor shall become Client Risk Accounts (as defined below) and shall be charged back supplement to you. If the Account Debtor on any Account with respect to which we have given our written Credit Approval (whether by establishment of a credit line or otherwise) as provided herein (any such Account Guide referred to as an “Approved Factored Account” herein) fails the guide to Batch Data Communications. We shall assume the Credit Risk (the customers failure to pay such Approved Factored an invoice representing an Account in full when due at its longest due date after receiving and accepting delivery of the Goods or performance of the services, solely maturity because of its financial inability to pay (“Credit Risk” herein), we shall credit to your account with us immediately upon receipt all payments we receive in respect of such do so) on each Account from the Credit Support Provider thereon. Approved Factored Accounts that are not paid prior to the applicable Charge-Back Date specified in the Term Sheet shall be charged back to you on such Charge-Back Date, unless they remain unpaid solely because of the Account Debtor’s financial inability to pay. We shall not bear or assume the risk of loss and shall have full recourse against you with respect to (a) the excess, if any, of (i) the gross amount of any Approved Factored Account over (ii) the amount we actually receive in respect of such Account from the Credit Support Provider thereon and (b) any Account purchased by us that (i) is not an Approved Factored Account at the time of our purchase or ceases to be an Approved Factored Account at any time after our purchase, (ii) arose from an order which did not receive our Credit Approval or with respect to which such Credit Approval is withdrawn, (iii) is not paid when due for any reason other than the Account Debtor's financial inability to pay, (iv) arose from an order in which the Account was not assigned by you to us within thirty (30) calendar days after Not. CF Adv. 2/7/95 A company of Dai- Ichi Tango Bank and Chemical Banking Corporation the shipment date; (v) is owing by an Account Debtor to whom you make any sale of goods or render any servicesrendition of services represented thereby has been credit approved by our Credit Department in writing, whether for cash or on credit, after the date on which we notify you that we are no longer willing to Credit Approve sales or services to such Account Debtor (any such Account herein called a “Client Risk Account”). Further, Credit Approvals shall be effective only if the shipment is made or services rendered within thirty (30) days from the completion date specified in the approved order, or within thirty (30) days from the date of approval if no completion date is specified. Once we issue a Credit Approval and with respect to an Account which the customer actually receives and finally accepts delivery of the goods or an Account Debtor, you may not, without services. Without our prior written consent, you shall not change the amount, terms, shipping or delivery dates with respect to any shipment of goods or rendition of services, or any invoice relating thereto, whether or not approved by us as to credit, or grant any other indulgence with respect thereto (other than accepting returns and granting allowances as provided hereinin paragraph 8.1 hereof). We may withdraw Credit Approval approval of any shipment of goods or rendition of services at may be withdrawn by us any time before, but not after, delivery is made. You shall promptly report to us, in writing, all disputes and claims made by any Account Debtor of which you become aware, the refusal of any services, and the rejection or return of or offer to return any goods to you that you become aware of, and you shall promptly and diligently prosecute, defend or settle all such claims and disputes at your expense. All invoices you provide to us for purchase hereunder Credit approvals shall be marked payable to us effective only if shipment is made or our assignee in a manner satisfactory to us, and such marking of such invoices, regardless of by whom done, and/or services are rendered within thirty (30) days from the delivery thereof to us shall constitute an assignment thereof to us whether or not you execute any specific instrument of assignment. All remittances, checks, bills and proceeds of sales shall be our property and you agree to confirm our title thereto by the execution from time to time of whatever evidence of title we may reasonably require, and you further authorize us to endorse your name on any and all checks or other forms of remittances received by us in payment of Accounts whenever we deem such endorsement necessary to effect collection thereof. We shall have the right to deposit any checks or other remittances received regardless of notations or conditions placed thereon by any Account Debtor or deductions reflected thereby, but we shall promptly provide you with a copy of the payment with notations or deductions taken. If any remittances are made directly to you, you shall hold the same in trust for our benefit and as our property and will immediately deliver to us the identical checks, documents, instruments or monies received completion date specified in the same form as received by youapproval. If you fail Notwithstanding anything to deliver any remittance to us within two (2) business days after you receive itthe contrary contained herein, we shall not assume the Credit Risk on any Account or portion thereof arising from freight charges, sales of sample merchandise, sales of merchandise not regularly sold by you, sales of merchandise which is not in the form or quantity of merchandise normally sold by you, or on any Account represented by an invoice, although all such Accounts shall be entitled purchased by and assigned to charge you the Misdirected Payment Fee specified in Schedule A hereto (the “Term Sheet”) to compensate us for the additional administrative expenses that we both acknowledge are likely to be incurred as a result of your failure to do so. We may employ, and you consent to our use of, a lockbox account for the deposit of remittances received in payment of Accountsprovided herein. We shall have no liability whatsoever to you or to any person person, firm or firm entity for not Credit Approvingcredit approving, or for withholding or withdrawing Credit Approval credit approval of, any order. In the event that we decline to Credit Approve credit approve an order from a customer and, in connection therewith, furnish any information to you regarding the credit standing of the customer in explanation of our decision, such information shall be privileged and confidential and shall not be given by you to the customer, your customer salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us.

Credit Approval. We may, in our sole and absolute discretion, approve in writing 2.1 Credit approval of all or a portion of your customers’ orders either by approving all or a portion of a proposed purchase order submitted by you or by establishing a credit line limited to a specific amount for a specific Account Debtor (collectively, “Credit Approve” or “Credit Approval”, as appropriate in the context in which it is used). You will request such Credit Approval shall be requested from our Credit Department via computer or otherwise computer, in accordance with our procedures. We have procedures more particularly described in the right to withdraw our Credit Approval or withdraw or adjust a credit line at any time before delivery of goods or rendition of services. You shall execute and deliver to us within 30 days after delivery of goods or rendition of services, a written or electronic assignment of all Accounts sold or assigned to us hereunder, with a schedule of all such Accounts, in form satisfactory to us, together, with copies of each Account Debtor’s invoices or the equivalent and, upon our request, conclusive evidence of delivery for all goods sold and all other information or documents we may reasonably require. If you fail to provide the aforesaid documents within 30 days after delivery of goods or rendition of services, we may withdraw our Credit Approval with respect to such Accounts. If you make any sale of goods or render any services, whether for cash or on credit, (a) to any Account Debtor with respect to Client Service Guide which we have established a credit lineprovided to you, when such Account Debtor is and any modifications or revisions thereof or supplements thereto which we may hereafter provide to you (herein the "Guide"). Orders may be submitted by either: (i) On-Line Terminal Access, in excess accordance with the procedures more particularly described in the appropriately marked section of the Guide, or (ii) Electronic Batch Transmission, in accordance with the procedures more particularly described in the supplement to the Guide referred to as the Guide to Batch Data Communications, provided, however, that during the sixty (60) days past due day period commencing on any Factored Account, (b) to any Account Debtor (whether or not we have established a credit line for it) after the date on which we have notified you that we are no longer willing to accept the credit risk on Accounts due from such Account Debtorof this Factoring Agreement, or (c) to any Account Debtor that causes the Factored Accounts due from such Account Debtor to exceed the Maximum Account Debtor Concentration specified in the Term Sheet, our Credit Approval on all outstanding Factored Accounts from such Account Debtor orders may be withdrawn, submitted on a manual basis by you and all existing Approved Factored Accounts from such Account Debtor will be processed by us. We shall become Client assume the Credit Risk Accounts (as defined below) and shall be charged back to you. If the Account Debtor on any Account with respect to which we have given our written Credit Approval (whether by establishment of a credit line or otherwise) as provided herein (any such Account referred to as an “Approved Factored Account” herein) fails customer's failure to pay such Approved Factored an invoice representing an Account in full when due at its longest due date after receiving and accepting delivery of the Goods or performance of the services, solely maturity because of its financial inability to pay (“Credit Risk” herein), we shall credit to your account with us immediately upon receipt all payments we receive in respect of such do so) on each Account from the Credit Support Provider thereon. Approved Factored Accounts that are not paid prior to the applicable Charge-Back Date specified in the Term Sheet shall be charged back to you on such Charge-Back Date, unless they remain unpaid solely because of the Account Debtor’s financial inability to pay. We shall not bear or assume the risk of loss and shall have full recourse against you with respect to (a) the excess, if any, of (i) the gross amount of any Approved Factored Account over (ii) the amount we actually receive in respect of such Account from the Credit Support Provider thereon and (b) any Account purchased by us that (i) is not an Approved Factored Account at the time of our purchase or ceases to be an Approved Factored Account at any time after our purchase, (ii) arose from an order which did not receive our Credit Approval or with respect to which such Credit Approval is withdrawn, (iii) is not paid when due for any reason other than the Account Debtor's financial inability to pay, (iv) arose from an order in which the Account was not assigned by you to us within thirty (30) calendar days after the shipment date; (v) is owing by an Account Debtor to whom you make any sale of goods or render any servicesrendition of services represented thereby has been credit approved by our Credit Department in writing, whether for cash or on credit, after the date on which we notify you that we are no longer willing to Credit Approve sales or services to such Account Debtor (any such Account herein called a “Client Risk Account”). Further, Credit Approvals shall be effective only if the shipment is made or services rendered within thirty (30) days from the completion date specified in the approved order, or within thirty (30) days from the date of approval if no completion date is specified. Once we issue a Credit Approval and with respect to an Account which the customer actually receives and finally accepts delivery of the goods or an Account Debtor, you may not, without services. Without our prior written consent, you shall not change the amount, terms, shipping or delivery dates with respect to any shipment of goods or rendition of services, or any invoice relating thereto, whether or not approved by us as to credit, or grant any other indulgence with respect thereto (other than accepting returns and granting allowances as provided hereinin paragraph 8 hereof). We may withdraw Credit Approval approval of any shipment of goods or rendition of services at may be withdrawn by us any time before, but not after, delivery is made. You shall promptly report to us, in writing, all disputes and claims made by any Account Debtor of which you become aware, the refusal of any services, and the rejection or return of or offer to return any goods to you that you become aware of, and you shall promptly and diligently prosecute, defend or settle all such claims and disputes at your expense. All invoices you provide to us for purchase hereunder Credit approvals shall be marked payable to us effective only if shipment is made or our assignee in a manner satisfactory to us, and such marking of such invoices, regardless of by whom done, and/or services are rendered within forty-five (45) days from the delivery thereof to us shall constitute an assignment thereof to us whether or not you execute any specific instrument of assignment. All remittances, checks, bills and proceeds of sales shall be our property and you agree to confirm our title thereto by the execution from time to time of whatever evidence of title we may reasonably require, and you further authorize us to endorse your name on any and all checks or other forms of remittances received by us in payment of Accounts whenever we deem such endorsement necessary to effect collection thereof. We shall have the right to deposit any checks or other remittances received regardless of notations or conditions placed thereon by any Account Debtor or deductions reflected thereby, but we shall promptly provide you with a copy of the payment with notations or deductions taken. If any remittances are made directly to you, you shall hold the same in trust for our benefit and as our property and will immediately deliver to us the identical checks, documents, instruments or monies received completion date specified in the same form as received by youapproval. If you fail Notwithstanding anything to deliver any remittance to us within two (2) business days after you receive itthe contrary contained herein, we shall not assume the Credit Risk on any Account or portion thereof arising from freight charges, sales of sample merchandise, sales of merchandise not regularly sold by you, sales of merchandise which is not in the form or quantity of merchandise normally sold by you, although all such Accounts shall be entitled purchased by and assigned to charge you the Misdirected Payment Fee specified in Schedule A hereto (the “Term Sheet”) to compensate us for the additional administrative expenses that we both acknowledge are likely to be incurred as a result of your failure to do so. We may employ, and you consent to our use of, a lockbox account for the deposit of remittances received in payment of Accountsprovided herein. We shall have no liability whatsoever to you or to any person person, firm or firm entity for not Credit Approvingcredit approving, or for withholding or withdrawing Credit Approval credit approval of, any order. In the event that we decline to Credit Approve credit approve an order from a customer and, in connection therewith, furnish any information to you regarding the credit standing of the customer in explanation of our decision, such information shall be privileged and confidential and shall not be given by you to the customer, your customer salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us.