(h) To give the Factors immediate notice of the return of any merchandise.
(i) To permit the Factors to examine all of the Customer's books at all reasonable business hours, as frequently as the Factors may desire, and to give the Factors all information they may desire relating to said books and to the manufacture, purchase and sale of merchandise by the Customer.
(j) To execute any and all other documents which the Factors may at any time deem advisable for their protection or for the proper carrying out of the purposes of this contract, and to pay to the Factors any and all sums the Factors may expend including attorneys' fees, in protecting their rights under this contract.
(k) Not to permit any person whom the Factors deem objectionable to come or remain on the permises occupied by the Customer.
12. Advances heretofore made by the Factors to the Customer for which the Customer gave its note to the Factors and also advances heretofore made to the Customer by...........
........., the claim for which advances have been assigned to the Factors herein, shall be deemed to have been made by the Factors to the Customer pursuant to the provisions of this agreement and shall in all respects be governed by the provisions of this agreement, and the merchandise, possession of which and a factor's lien on which has been transferred by said Executors to the Factors herein, shall continue to be held by the Factors herein, pursuant to the provisions of this agreement, as if the same had been consigned directly to the Factors herein, and said merchandise and the proceeds thereof shall be subject to the lien of the Factors herein provided for. In all other respects, the contract between the Customer herein and said
................dated..................., which contract was assigned to the Factors herein, is hereby terminated as of
................, except that the lien granted in and by said contract and all other rights granted to the Factors in and by said contract for the protection, security or enforcement of the Factors' right to recover advances, commissions, interest and other charges and expenses are hereby expressly preserved, and all rights of.....................against the Customer arising out of the return of merchandise heretofore sold or the nonpayment of accounts receivable now outstanding, are hereby expressly reserved.
13. This agreement shall commence as of............and all business done between the parties hereto on and since such date shall be deemed to have been done under and pursuant to the terms hereof. The term of this agreement shall be for a period of one year from............., and thereafter from year to year subject to termination at the expiration of the original term of one year or of any succeeding term of one year by not less than ninety days' written notice to that effect given by either party to the other. However, if at any time the Customer becomes insolvent or makes an assignment for the benefit of creditors or if a petition in bankruptcy is filed by or against the Customer or if a receiver of its property is appointed, or if a judgment is docketed against the Customer and is not paid or vacated or discharged of record or bonded within five days of the docketing of the same, or if the Customer shall apply to its creditors generally for an extension of time of payment, or if the Customer shall breach any of the terms of this agreement, or in the event of the dissolution of the Customer, then, and in any of such events, the Factors may at their option terminate this agreement by giving written notice of the exercise of such option.
In the event of the passage of any law of the Federal Government or of any State or local Government in any way affecting this agreement or the provisions hereof, or the rights of the parties hereunder, the Factors may at their option at any time thereafter, terminate this contract upon giving ten days' written notice to the Customer of their intention to do so.
14. Immediately upon the termination of this agreement in any manner hereinbefore specified the Factors shall have the immediate right to the possession of all merchandise of the Customer and the Customer agrees forthwith to deliver same to the Factors and the Factors may enter upon any premises where any of such merchandise is kept and remove same by force or otherwise, with or without legal proceedings, without being liable to any prosecution therefor. Upon the termination of this agreement in any manner hereinbefore specified, all sums theretofore advanced by the Factors and all commissions, interest, charges and expenses shall immediately become due and payable and the Customer agrees forwith to pay to the Factors the amount of the debit balance against the Customer, if any, ascertained as provided in paragraph "8" hereof, and in addition shall pay to the Factors a transfer commission of ......per cent. of the purchase price of the merchandise contracted for in all unfilled contracts or orders of the Customer and also......per cent. of the original cost of all merchandise then in the possession of the Factors not included in said contracts and orders. Upon receiving payment of said debit balance and transfer commission, and upon being adequately secured against any and all debits which might thereafter be chargeable to the Customer, the Factors shall re-deliver all of said merchandise to the Customer, free of their lien thereon. If the Customer shall fail to pay such debit balance and transfer commission within ten days of the termination of this agreement, the Factors may, in addition to other rights they may have by law or by this agreement, proceed to sell any or all of the merchandise of the Customer at either private or public sale or sales, with or without notice to the Customer, and if sold at public sale, the Factors may themselves become the purchasers thereof, and the proceeds of such sale or sales shall be applied by the Factors to the expenses of such sale or sales and such other expenses, including attorneys' fees, as they may be put to in connection with the same, and to the amount of the aforesaid debit balance and transfer commission, and the surplus, if any, shall be paid to the Customer, and if there shall be any deficiency, the Customer shall pay the same forthwith to the Factors. The Factors, however, shall be under no obligation to sell said merchandise, but may proceed directly against the Customer to recover the full amount of said debit balance and transfer commission.
15. Any notice provided for herein shall be sufficiently given if sent by registered mail to the principal place of business of the respective parties hereto within the State of New York.
16. This agreement may be assigned by either of the Factors to the other, or by the Factors to any partnership in which either of the Factors is a member, or to a corporation in which either of the Factors alone or both together own a majority of the voting stock; but except as thus provided neither party hereto shall assign this contract without the written consent of the other.