in the first sentence of this paragraph, and that portion of this paragraph commencing with the words "the Factor shall also receive as additional compensation" and ending with the words "on account of the annual profits which did not materialize" shall no longer be in operation and effect between the parties. It is understood, however, that the Factor shall be entitled to all rights under this paragraph as it now exists, which shall have accrued prior to date on which change becomes effective.
14. The Factor shall, from time to time, whenever requested by the Principal so to do, lend to the Principal sums of money, which sums, however, shall not exceed........per cent., of the value of the merchandise at cost or market value, whichever is lower, and consigned under the terms of this agreement to the Factor and actually in the possession of the Factor,
The Principal will, whenever required by the Factor, inventory all such merchandise, at cost or market value, whichever is lower at the time of such inventory, and if, at any time, the value of such merchandise as so found shall be such that the total advances on the account current, together with the charges, compensation and interest due from the Principal to the Factor shall exceed the said........per cent. of said value of the merchandise as so ascertained, the Principal will, upon
........days' notice, either pay to the Factor a sum sufficient to reduce the said indebtedness to within the said........per cent., or consign and deliver additional merchandise to the Factor sufficient to bring the indebtedness upon the account current within said limit, and upon the default of the Principal in so doing, the Factor may, at its option, terminate this agreement forthwith.
15. The Factor agrees that it will, from time to time, when requested by the Principal, take consignment of goods and merchandise from........and that it will make advances on the same in sums not to exceed........per cent. of the value of all such merchandise which may be consigned to it, the value of such merchandise to be determined by the cost or market value thereof, whichever is lower, and said merchandise to be inventoried whenever requested by the Factor. The Principal agrees that it will perform all such agreements entered into between the Factor and said........, including among others any agreement to sell, and that no liability of any kind will attach to the Factor arising out of the consignment of said goods by........, which will not promptly be met by the Principal. The Principal agrees to keep, save, hold, defend and indemnify the Factor against all actions, proceedings, claims, demands, losses, outlays, costs, damages or expenses including legal fees which the Factor may, in any wise, incur, in defending or prosecuting, settling or discontinuing any proceedings or actions or claims or otherwise in consequence of the consignment of said goods by any......and the sale of such merchandise.
The Principal further agrees to repay all advances made on said goods by any mills and the sale of such merchandise. The Principal further agrees to repay all advances made on said consigned goods, and further agrees that said consigned goods shall be treated as goods purchased by the Principal under the terms of this agreement, in so far as the rights of the Factor are concerned, and that the Factor shall be entitled to the same compensation for the handling of such goods as provided for in paragraph "13," and that the Principal shall be liable for all merchandise losses in relation to said goods, as provided for in the event of purchased goods under the terms of this agreement; and that the liability of the Principal, in so far as said goods are concerned, shall be the same as its liability hereunder in the event said goods have been purchased by it. That the sales of such goods shall also be subject to all the provisions of this agreement, and that accountings shall be made for the same at the same times and upon the same terms and conditions as hereinbefore provided for goods purchased by the Principal or sold by it. It is agreed that as between the parties hereto, the Factor assumes no greater liability as to goods consigned to it by........, pursuant to this agreement, than the liability assumed under the terms of this agreement, if the said goods had been purchased by the Principal, directly. Upon the sale of such goods, providing sales are made in accordance with the terms of this contract, the Factor assumes the liability for credit risks assumed by it upon the sale of goods purchased by the Principal and sold under the terms of this agreement.
16. The Factor shall have possession of the premises, or of any other premises used in connection with the business of the Principal, the lease for such premises being in the name of the Factor, and the rent, however, to be paid by or chargeable to the Principal, which shall have use of the premises necessary for the conduct of its business, except such part as is used by the representative of the Factor, the Principal agreeing to indemnify and hold harmless the Factor from any and all liability arising out of said lease; the Principal further agreeing to promptly comply with all the terms of the same, and agreeing to be liable for all expenses incurred in or about said premises of any and every nature whatsoever arising out of the occupancy of the same by the parties. The Factor shall at all times be entitled to and shall have exclusive possession of the premises aforementioned, and shall, at all times, have title to and exclusive right to possession of all property therein of every name, nature and description. The Principal agrees not to do or permit to be done any act which shall in any way impair or affect the title or right to possession of the Factor in and to said property, and agrees that the Factor shall be entitled to all indicia of title to all such property. All accounts, remittances, checks, bills receivable and other choses in action of every nature representing the proceeds of sales of goods or the purchase price thereof, or otherwise, shall be the property of the Factor. The Principal agrees to indemnify and hold harmless the Factor against any liability for sales or for any claims against either the Principal or the Factor in connection with the conduct of said business, and the Factor shall, at all times, have a general lien therefor upon any and all proceeds of sale in any and all accounts, notes, drafts, bills receivable or evidence of indebtedness arising from any sales, and upon any amounts for which the Principal may be entitled to credit. The Factor shall have a general lien upon all the property of the Principal wheresoever situated of every name, nature and description for the full and faithful performance of all the terms of this agreement, including the repayment of loans, compensation, advances, charges of every kind, interest and indemnity of every nature provided for herein. The rights of the Factor hereunder and its lien shall not be affected by any devolution or transfer of the rights or interests of the Principal, whether the same be voluntary or by act of law. The Principal agrees to do all acts consistent with the protection of the Factor in its lien under the laws of the Municipal, State and Federal authorities, and agrees that it will do no act inconsistent with such lien, and that it will not suffer nor permit the doing of any act inconsistent with said lien, nor will it omit to take all steps necessary to protect said lien. [It further agrees that it will specifically comply with all the provisions of Section 45 of the Personal Property Law of the State of New York, in protecting the lien of the Factor.] The Principal agrees that in the event that it may purchase any goods which shall be held by the seller thereof after the payment of the same has been made, it will, prior to or simultaneous with said payments, notify such seller in writing that the goods have been consigned to and are the property of the Factor. The Principal agrees that in the event of the purchase of any goods by it and the delivery to any bailee of such goods, that it will, prior to or simultaneous with the delivery of such goods to such bailee, notify said bailee in writing that said goods are the property of and subject to the order of the Factor, with the exception, however, that such notice may be dispensed with where such bailee is a common carrier merely having custody of the goods for transportation purposes only,