Common use of Credit Approval Clause in Contracts

Credit Approval. 2.1 Credit approval of all orders shall be requested from our Credit Department via computer, in accordance with procedures more particularly described in the Client Service Guide which we have provided to you, 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 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. We shall assume the Credit Risk (the customer's failure to pay an invoice representing an Account in full when due at its longest maturity because of its financial inability to do so) on each Account with respect to which the shipment of goods or rendition of services represented thereby has been credit approved by our Credit Department in writing, and with respect to which the customer actually receives and finally accepts delivery of the goods or 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 in paragraph 8 hereof). Credit approval of any shipment of goods or rendition of services may be withdrawn by us any time before, but not after, delivery is made. Credit approvals shall be effective only if shipment is made or services are rendered within thirty (30) days from the completion date specified in the approval. We shall have no liability whatsoever to you or to any person, firm or entity 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 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 salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us. 2.2 To indicate credit decisions by our Credit Department each day, we shall send to you a computer generated Credit Decisions Report. The Credit Decisions Report shall constitute the official record of our written credit approvals. All information and exhibits contained in the Guide or on any screen accessed by you, or any print-outs, reports, statements or notices received by you are, and shall remain, our exclusive property and shall not be disclosed to or used by anyone other than you, in whole or part, except after obtaining the express written permission of an authorized officer of the undersigned. 2.3 Accounts and portions of Accounts on which we bear the Credit Risk shall be referred to herein collectively as "Factor Risk Accounts", and individually as a "Factor Risk Account". Accounts and portions of Accounts on which you bear the risk as to credit shall be referred to herein collectively as "Client Risk Accounts", and individually as a "Client Risk Account".

Credit Approval. 2.1 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 approval of all orders shall be requested 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, computer or otherwise in accordance with procedures more particularly described 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 Client Service Guide 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 provided established a credit line, when such Account Debtor is in excess of sixty (60) days past due on any Factored Account, (b) to you, and any modifications Account Debtor (whether or revisions thereof or supplements thereto not we have established a credit line for it) after the date on which we may hereafter provide have notified you that we are no longer willing to you (herein accept the "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 Guidecredit risk on Accounts due from such Account Debtor, or (iic) Electronic Batch Transmission, in accordance with to any Account Debtor that causes the procedures more particularly described Factored Accounts due from such Account Debtor to exceed the Maximum Account Debtor Concentration specified in the supplement 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 Guide 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 the Guide to Batch Data Communications. We shall assume the Credit Risk (the customer's failure an “Approved Factored Account” herein) fails to pay an invoice representing an such Approved Factored Account in full when due at its longest maturity due date after receiving and accepting delivery of the Goods or performance of the services, solely because of its financial inability to do sopay (“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) on each 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 rendition 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 services represented thereby has been credit approved by our approval if no completion date is specified. Once we issue a Credit Department in writing, and Approval with respect to which the customer actually receives and finally accepts delivery of the goods an Account or services. Without an Account Debtor, you may not, 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 in paragraph 8 hereofherein). We may withdraw Credit approval Approval of any shipment of goods or rendition of services may be withdrawn by us at any time before, but not after, delivery is made. Credit approvals 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 effective only if shipment is 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 services are rendered monies received in the same form as received by you. If you fail to deliver any remittance to us within thirty two (302) business days from after you receive it, we shall be entitled to charge you the completion date Misdirected Payment Fee specified in Schedule A hereto (the approval“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, person or firm or 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 salesperson customer or any third party; however, you may advise such party that any questions relating thereto may be directed to us. 2.2 To indicate credit decisions by our Credit Department each day, we shall send to you a computer generated Credit Decisions Report. The Credit Decisions Report shall constitute the official record of our written credit approvals. All information and exhibits contained in the Guide or on any screen accessed by you, or any print-outs, reports, statements or notices received by you are, and shall remain, our exclusive property and shall not be disclosed to or used by anyone other than you, in whole or part, except after obtaining the express written permission of an authorized officer of the undersigned. 2.3 Accounts and portions of Accounts on which we bear the Credit Risk shall be referred to herein collectively as "Factor Risk Accounts", and individually as a "Factor Risk Account". Accounts and portions of Accounts on which you bear the risk as to credit shall be referred to herein collectively as "Client Risk Accounts", and individually as a "Client Risk Account".

Credit Approval. 2.1 Upon execution of this Agreement, we may extend credit approval ("Credit approval Approval") as set forth herein, for the purchase of all orders goods and merchandise from you by the Customer. You shall be requested submit any order from the Customer for which you seek our Credit Approval (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 via telecopier (but, in accordance with procedures more particularly described any event, in writing). 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 event of default hereunder, (c) the date of any notice of withdrawal of credit approval from us, or (d) the order completion/cancellation date designated in the Client Service Guide which we have provided to you, and any modifications or revisions thereof or supplements thereto which we may hereafter provide to you Order (herein the "GuideCompletion Date"), if the good or services with respect to such Order have not been shipped or provided by the Completion Date (the "Required Shipment Date") . Orders may be submitted by eitherFor purposes of this Agreement, an "Insolvency Event" shall occur when: (i) On-Line Terminal Accessan order with respect to the Customer's Chapter 11 case shall be entered by the bankruptcy court (A) appointing a trustee or examiner, in accordance with the procedures more particularly described in the appropriately marked section (B) converting, including pursuant to Section 1112 of the GuideBankruptcy Code, such Chapter 11 case to a proceeding under Chapter 7 of the Bankruptcy Code, (C) confirmation of a plan of reorganization, (D) dismissing the Chapter 11 case, or (E) the Customer's financing under the Chapter 11 Case terminates or is changed or modified in any material respect, 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. We shall assume the Credit Risk (the customer's failure to pay an invoice representing an Account in full when due at its longest maturity because of its financial inability to do so) on each Account with respect to which the shipment of goods or rendition of services represented thereby has been credit approved by our Credit Department in writing, and with respect to which the customer actually receives and finally accepts delivery of the goods or services. Without our prior written consent, you shall not 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, whether including without limitation (A) requiring the Customer or not approved by us as its successor, successor-in-interest or representative to creditsell 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 the Customer ceasing to transact business as a going concern because of the liquidation, winding down or dissolution of the Customer. Our Credit Approval (other than accepting returns i) shall apply solely to tendered Approved Receivables that are or become allowed administrative expenses within the meaning of Section 503(b) of the Bankruptcy Code, and granting allowances as provided in paragraph 8 hereof). Credit approval of any shipment of goods or rendition of services (ii) may be withdrawn by us any time before, but not after, delivery shipment is made. Credit approvals Our credit approval shall be effective only if shipment is made on or before the Required Shipment Date. If the respective goods or services are rendered within thirty not delivered or performed prior to the Required Shipment Date, such Order shall no longer have Credit Approval, and you must resubmit the Order relating to such good or services for Credit Approval (30) days "Resubmitted Order"). Unless the Resubmitted Order receives Credit Approval, it shall not become an Approved Receivable. Except with respect to shipments made prior to such date, we shall have the right to adjust the Customer's credit lines from the completion date specified in the approval. We time to time and shall have no liability whatsoever to you or to any other person, firm or entity for our not credit approving, or for withholding or withdrawing credit 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 orderApproved 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 credits, chargebacks, allowances, returns or the 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 other 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 do any of these acts without such concurrence by us, any credit approve an order from a customer andapproval 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 the customer, your salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to usApproved Receivable. 2.2 To indicate credit decisions by our Credit Department each day, we shall send to you a computer generated Credit Decisions Report. The Credit Decisions Report shall constitute the official record of our written credit approvals. All information and exhibits contained in the Guide or on any screen accessed by you, or any print-outs, reports, statements or notices received by you are, and shall remain, our exclusive property and shall not be disclosed to or used by anyone other than you, in whole or part, except after obtaining the express written permission of an authorized officer of the undersigned. 2.3 Accounts and portions of Accounts on which we bear the Credit Risk shall be referred to herein collectively as "Factor Risk Accounts", and individually as a "Factor Risk Account". Accounts and portions of Accounts on which you bear the risk as to credit shall be referred to herein collectively as "Client Risk Accounts", and individually as a "Client Risk Account".

Credit Approval. 2.1 Credit approval of all orders shall be requested from our Credit Department via computer, in accordance with procedures more particularly described in the Client Service Guide which we have provided to you, 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 accordance with the procedures more particularly described in the appropriately marked section of the Guideguide, or (ii) Electronic Batch Transmission, in accordance with the procedures more particularly described in the supplement to the Guide referred to as the Guide guide to Batch Data Communications. We shall assume the Credit Risk (the customer's customers failure to pay an invoice representing an Account in full when due at its longest maturity because of its financial inability to do so) on each Account with respect to which Not. CF Adv. 2/7/95 A company of Dai- Ichi Tango Bank and Chemical Banking Corporation the shipment of goods or rendition of services represented thereby has been credit approved by our Credit Department in writing, and with respect to which the customer actually receives and finally accepts delivery of the goods or 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 in paragraph 8 8.1 hereof). Credit approval of any shipment of goods or rendition of services may be withdrawn by us any time before, but not after, delivery is made. Credit approvals shall be effective only if shipment is made or services are rendered within thirty (30) days from the completion date specified in the approval. Notwithstanding anything to the 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 purchased by and assigned to us as provided herein. We shall have no liability whatsoever to you or to any person, firm or entity 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 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 salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us. 2.2 To indicate credit decisions by our Credit Department each day, we shall send to you a computer generated Credit Decisions Report. The Credit Decisions Report shall constitute the official record of our written credit approvals. All information and exhibits contained in the Guide or on any screen accessed by you, or any print-outs, reports, statements or notices received by you are, and shall remain, our exclusive property and shall not be disclosed to or used by anyone other than you, in whole or part, except after obtaining the express written permission of an authorized officer of the undersigned. 2.3 Accounts and portions of Accounts on which we bear the Credit Risk shall be referred to herein collectively as "Factor Risk Accounts", and individually as a "Factor Risk Account". Accounts and portions of Accounts on which you bear the risk as to credit shall be referred to herein collectively as "Client Risk Accounts", and individually as a "Client Risk Account".. Not. OF Adv. 2/7/95

Credit Approval. 2.1 Credit approval of all orders shall be requested from our Credit Department via computer, in accordance with procedures more particularly described in the Client Service Guide which we have provided to you, 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 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) day period commencing on the date of this Factoring Agreement, orders may be submitted on a manual basis by you and will be processed by us. We shall assume the Credit Risk (the customer's failure to pay an invoice representing an Account in full when due at its longest maturity because of its financial inability to do so) on each Account with respect to which the shipment of goods or rendition of services represented thereby has been credit approved by our Credit Department in writing, and with respect to which the customer actually receives and finally accepts delivery of the goods or 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 in paragraph 8 hereof). Credit approval of any shipment of goods or rendition of services may be withdrawn by us any time before, but not after, delivery is made. Credit approvals shall be effective only if shipment is made or services are rendered within thirty forty-five (3045) days from the completion date specified in the approval. Notwithstanding anything to the 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 purchased by and assigned to us as provided herein. We shall have no liability whatsoever to you or to any person, firm or entity 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 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 salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us. 2.2 To indicate credit decisions by our Credit Department each day, we shall send to you a computer generated Credit Decisions Report. The Credit Decisions Report shall constitute the official record of our written credit approvals. All information and exhibits contained in the Guide or on any screen accessed by you, or any print-outs, reports, statements or notices received by you are, and shall remain, our exclusive property and shall not be disclosed to or used by anyone other than you, in whole or part, except after obtaining the express written permission of an authorized officer of the undersigned. 2.3 Accounts and portions of Accounts on which we bear the Credit Risk shall be referred to herein collectively as "Factor Risk Accounts", and individually as a "Factor Risk Account". Accounts and portions of Accounts on which you bear the risk as to credit shall be referred to herein collectively as "Client Risk Accounts", and individually as a "Client Risk Account".

Credit Approval. 2.1 Credit approval of all orders shall be requested from our Credit Department via computer, in accordance with procedures more particularly described in the Client Service Guide which we have provided to you, 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-On- Line Terminal Access, in 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. We shall assume the Credit Risk (the customer's failure to pay an invoice representing an Account in full when due at its longest maturity because of its financial inability to do so) on each Account with respect to which the shipment of goods or rendition of services represented thereby has been credit approved by our Credit Department in writing, and with respect to which the customer actually receives and finally accepts delivery of the goods or 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 in paragraph 8 hereof). Credit approval of any shipment of goods or rendition of services may be withdrawn by us any time before, but not after, delivery is mademade and we shall provide you with a 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 completion date specified in the approval. We shall have no liability whatsoever to you or to any person, firm or entity for not credit approving, or for withholding or withdrawing credit approval of, any orderorder pursuant to the terms of this Agreement. In the event that we decline to 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 salesperson or any third party; however, you may advise such party that any questions relating thereto may be directed to us. 2.2 To indicate credit decisions by our Credit Department each day, we shall send to you a computer generated Credit Decisions Report. The Credit Decisions Report shall constitute the official record of our written credit approvals. All information and exhibits contained in the Guide or on any screen accessed by you, or any print-outs, reports, statements or notices received by you are, and shall remain, our exclusive property and shall not be disclosed to or used by anyone other than you, in whole or part, except after obtaining the express written permission of an authorized officer of the undersigned. 2.3 Accounts and portions of Accounts on which we bear the Credit Risk shall be referred to herein collectively as "Factor Risk Accounts", and individually as a "Factor Risk Account". Accounts and portions of Accounts on which you bear the risk as to credit shall be referred to herein collectively as "Client Risk Accounts", and individually as a "Client Risk Account".

Credit Approval. 2.1 Credit Requests for credit approval for all of all your orders shall must be requested from submitted to our Credit Department via computer, in accordance with procedures more particularly described in the Client Service Guide which we have provided to you, and any modifications or revisions thereof or supplements thereto which we may hereafter provide to you (herein the "Guide"). Orders may be submitted computer by either: (ia) On-On Line Terminal Access, in accordance with the procedures more particularly described in the appropriately marked section of the Guide, or (iib) Electronic Batch Transmission. If you are unable to submit orders via computer, then orders can be submitted over the phone, by fax or in accordance with the procedures more particularly described in the supplement to the Guide referred to as the Guide to Batch Data Communicationswriting. We shall assume the Credit Risk (the customer's failure to pay an invoice representing an Account in full when due at its longest maturity because of its financial inability to do so) on each Account with respect to which the shipment of goods or rendition of services represented thereby has been All credit approved decisions by our Credit Department in writing(including approvals, declines and with respect holds) will be sent to you daily by a Credit Decisions Report, which constitutes the customer actually receives and finally accepts delivery official record of the goods or 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 in paragraph 8 hereof). Credit approval of any shipment of goods or rendition of services may be withdrawn by us any time before, but not after, delivery is madecredit decisions. Credit approvals shall will be effective only if shipment is made or services are rendered within thirty (30) days from the completion date specified in the our credit approval. We shall have no liability whatsoever to you or to any personExcept as otherwise provided herein, firm or entity for not credit approving, or for withholding or withdrawing credit approval ofof any Account may be withdrawn by us any time before delivery (as provided in the applicable Uniform Commercial Code as in effect from time to time) is made or services are rendered, as further set forth in the Guide (as defined herein). 2.2 We assume the Credit Risk on each Account approved in the Credit Decision Report. “Credit Risk” means the customer’s failure to pay the Account in full when due on its longest maturity solely because of its financial inability to pay. If any order. In change in the event that we decline amount, terms, due date, shipping date or delivery date for any shipment of goods or rendition of services (other than accepting returns and granting allowances as provided in section 8 below) is requested, proposed, identified or required, you must submit a request for change of terms to credit approve an order from a customer and, us (as further provided in connection therewith, furnish any information the Guide) or respond to our notice to you regarding any such change, and, if any such change pertains to a Factor Risk Account, then we shall advise you of our decision either to retain the Credit Risk or to withdraw the credit standing of the customer in explanation of approval. Upon our decision, such information shall be privileged and confidential and shall not be given by you reasonable request to the customer, your salesperson or any third party; howeveryou, you may advise such party that will provide us with any questions relating thereto may be directed information, materials or documents requested by us in order for us to us. 2.2 To indicate credit decisions by our Credit Department each day, we shall send to you process or handle a computer generated Credit Decisions Reportchange of terms request. The Credit Decisions Report shall constitute the official record of our written credit approvals. All information and exhibits contained in the Guide or on any screen accessed by you, or any print-outs, reports, statements or notices received by you are, and shall remain, our exclusive property and shall not be disclosed to or used by anyone other than you, in whole or part, except after obtaining the express written permission of an authorized officer of the undersigned. 2.3 Accounts and portions of Accounts on which we bear the Credit Risk shall be are referred to herein collectively as "“Factor Risk Accounts"”, and individually as a "“Factor Risk Account"”. Accounts and portions of Accounts on which you bear some or all of the risk as to credit shall be are referred to herein collectively as "“Client Risk Accounts"”, and individually as a "“Client Risk Account"”.