Common use of Terms of Sales Clause in Contracts

Terms of Sales. (a) The Distributor shall pay Bollore in French Francs the full invoiced price for purchases of the Product, without any set-offs, withholdings or deductions of any kind (other than amounts payable with respect to a specific invoice, the payment of which the Distributor disputes in good faith because of Defective Products covered by such invoice or an error in such invoice), not later than 45 days after the date of issuance of the xxxx of lading. Such payments shall be made by wire transfer of immediately available funds to Bollore's [**], or such other account as Bollore may designate from time to time. The Distributor shall be responsible for paying [**]. Bollore shall be responsible for [**]. (b) The prices to be charged by Bollore to the Distributor for the Products shall initially be the prices set forth in Schedule A, which shall remain in effect until December 31, 1993. From January 1, 1994 through December 31, 1994, the prices shall increase by [**]. (c) Until December 31, 1998, the following adjustment shall be made to Product prices to account for material currency fluctuations: if the average rate of exchange (averaging the bid and the asked rates), as quoted by the reference banks of Credit Lyonnais (Paris), Chemical Bank (New York City) and Banque Nationale de Paris (Paris) (the "Average Exchange Number") during the calendar month immediately preceding the date of any invoice is less than [**], the price for such Products shall be adjusted to be equal to the current Product price pursuant to this Agreement, multiplied by a fraction, the numerator of which is the Average Exchange Number and the denominator of which is [**]. (d) In order to assure each of the parties commercially reasonable profits in light of inflationary trends and currency translation factors, 120 days prior to December 31, 1998 and each fifth-year anniversary of that date, the parties shall enter into good faith negotiations to agree on an index and a currency adjustment formula to replace those set forth in subparagraphs (b) and (c) above (the "Price Negotiation Period"). If after the Price Negotiation Period the parties, acting in good faith, have been unable to agree, the parties agree to submit the dispute to binding arbitration in accordance with Section 12(d); provided, however, that during such Price Negotiation Period and/or arbitration, the previously established and applicable indices and adjustment formulae shall apply to all transactions and corresponding payment schedules of Bollore and the Distributor. Notwithstanding the proviso contained in the previous sentence, if after such Price Negotiation Period and/or arbitration a new price is established, such new price shall apply retroactively to the parties and the appropriate party shall pay, within 10 business days of the final determination of the new price, to the party in whose favor a price adjustment is made, the amount equal to the difference between the amount that would have been paid over such period if the new price had been in effect and the amount that was actually paid. (e) All terms of sale shall be [**]. Ninety days prior to the beginning of each calendar year, the Distributor shall deliver to Bollore a Product purchase forecast on a quarter-by-quarter basis, anticipating its purchase requirements for each Product during the next year (other than the forecast for the first full calendar year, which shall be delivered 15 days prior to the beginning of that year). Purchases of Products shall be made by purchase orders on a quarterly basis, with a firm purchase order to be delivered to Bollore at least 90 days prior to the beginning of each calendar quarter. The Distributor's order for the first quarter is as listed on Schedule B. Bollore shall not be required to deliver to the Distributor more than [**], of the Distributor's forecasted annual purchase requirements and Bollore shall in no event be required to ship Products to the Distributor if such shipment is not fully covered by the Letter of Credit referred to in Section 3(g) or if the Distributor fails to make payment as provided in the second sentence of Section 6(c). (f) Notwithstanding anything to the contrary in this Agreement, if at any time the price received by Bollore under this Agreement for Products fails to cover Bollore's costs (e.g., manufacturing, transportation, taxes, warehousing and the like) for such Products, Bollore may give notice to the Distributor to such effect, and thereby implement this Section (the "Adjustment Notice"), in which event the parties shall promptly negotiate in good faith to determine if they can agree on an adjustment to the price being charged under this Agreement mutually acceptable to the parties. If the parties fail to reach an agreement within 90 days of the delivery of the Adjustment Notice, the Distributor shall have the right, subject to the conditions below, to contract with an alternate supplier reasonably acceptable to Bollore ("Alternate Supplier") to manufacture and supply the Products to the Distributor, in which event Bollore shall, pursuant to Section 8(a), be deemed to have granted a royalty-free license to the Distributor to permit such manufacture of the Products by the Alternate Supplier for the sole account of the Distributor for such period as the Distributor shall be entitled to purchase from such Alternate Supplier in accordance with this Agreement. During the 90-day period following the delivery of the Adjustment Notice, and for up to an additional 6 months thereafter, if no agreement on a price adjustment has been reached, Bollore shall continue to supply the Distributor under this Agreement to enable the Distributor to retain an Alternate Supplier. After such additional 6-month period, or at such earlier date as an Alternate Supplier shall have commenced supplying Products to the Distributor, Bollore may cease supplying the Distributor hereunder, with no further liability to the Distributor to supply the Distributor with Products under this Agreement or to pay a Price Differential Payment as referred to in Section 9(a) (unless Bollore shall elect to continue supplying the Distributor pursuant to the provisions of this Section as set forth below). The parties' rights under this Section shall be subject to the following: (i) The Distributor shall give Bollore not less than 30 days prior notice of the identity of, and the terms offered by, the Alternate Supplier, and Bollore shall have the right, exercisable by notice given within such 30-day period, to agree to supply the Distributor under this Agreement for the same price terms offered by the Alternate Supplier, in which event the Distributor shall not retain the Alternate Supplier, and Bollore shall continue to exclusively supply the Distributor under this Agreement, but on such price terms (the "Match Right") until the next Price Negotiation Period; (ii) Pursuant only to the terms of this Section 3(f), the Distributor shall notify Bollore of any change in price terms (not the result of changes due to the automatic operation of a specific price formula which was part of the original price terms) by the Alternate Supplier within 5 business days of the Distributor being notified thereof, and Bollore shall have a Match Right for 5 business days following receipt of such notice in connection therewith; (iii) If the Distributor is being supplied by an Alternate Supplier pursuant to this Section, Bollore shall have the right, prior to or during any subsequent Price Negotiation Period, to notify the Distributor that it intends to commence shipping Product hereunder again (as of either (x) the date such Price Negotiation Period commences or (y) the date final agreement is reached or an arbitration award is issued with respect to prices under Section 3(d)) and to exercise its right to negotiation and, if necessary arbitrate a new price structure pursuant to Section 3(d) above, in which event, thereafter Bollore shall supply, and the Distributor shall purchase, Products in accordance with the prices in effect pursuant to the terms of this Agreement, adjusted as may be required by such arbitration award or agreement as provided in Section 3(d), subject to the right of Bollore to give an Adjustment Notice under this Section again at a later time; and (iv) Any agreement between the Distributor and an Alternate Supplier shall not contain provisions which prevent the Distributor from complying with this Section. (g) Pursuant to the Amended and Restated Distribution and License Agreement of even date herewith between the parties hereto covering the United States territory (the "U.S. Agreement"), the Distributor will establish and deliver to Bollore the Letter of Credit (as defined in the U.S. Agreement). It is the intent of the parties that the Letter of Credit will secure payments to be made by the Distributor for shipments of Products pursuant to this Agreement as provided in Section 6(c). Therefore, in the event that the Distributor does not pay Bollore in accordance with Section 3(a) above within 15 days of the due date thereof, Bollore may draw on the Letter of Credit to the extent of such unpaid invoiced amount as provided in Section 6(c) below. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any limitation in this Agreement on the amount of the Letter of Credit Bollore may require Distributor to provide, in no event shall Bollore be required to ship any Products ordered by the Distributor if the amount then outstanding under the Letter of Credit is less than the aggregate of all unpaid invoices then currently outstanding (including invoiced amounts that may be in dispute) plus the invoice amount of the purchase order to be shipped, unless Bollore waives in writing the requirement of a Letter of Credit, which Bollore may do from time to time for specific shipments or specific time periods.

Terms of Sales. (a) The Distributor shall pay Bollore in French Francs the full invoiced price for purchases of the Product, without any set-offs, withholdings or deductions of any kind (other than amounts payable with respect to a specific invoice, the payment of which the Distributor disputes in good faith because of Defective Products covered by such invoice or an error in such invoice), not later than 45 days after the date of issuance of the xxxx of ladinglading or, in the case of shipments of Products from the bonded warehouse pursuant to section 3(f) below, no later than 30 days after the date such Products are released from the warehouse. Such payments shall be made by wire transfer of immediately available funds to Bollore's [**], or such other account as Bollore may designate from time to time. The Distributor shall be responsible for paying [**]. Bollore shall be responsible for [**]. (b) The prices to be charged by Bollore to the Distributor for the Products shall initially be the prices set forth in Schedule A, which shall remain in effect until December 31, 1993. From January 1, 1994 through December 31, 1994, the prices shall increase by [**]. (c) Until December 31, 1998, the following adjustment shall be made to Product prices to account for material currency fluctuations: if the average rate of exchange (averaging the bid and the asked rates), as quoted by the reference banks of Credit Lyonnais (Paris), Chemical Bank (New York City) and Banque Nationale de Paris (Paris) (the "Average Exchange Number") during the calendar month immediately preceding the date of any invoice is less than [**], the price for such Products shall be adjusted to be equal to the current Product price pursuant to this Agreement, multiplied by a fraction, the numerator of which is the Average Exchange Number and the denominator of which is [**]. (d) In order to assure each of the parties commercially reasonable profits in light of inflationary trends and currency translation factors, 120 days prior to December 31, 1998 and each fifth-year anniversary of that date, the parties shall enter into good faith negotiations to agree on an index and a currency adjustment formula to replace those set forth in subparagraphs (b) and (c) above (the "Price Negotiation Period"). If after the Price Negotiation Period the parties, acting in good faith, have been unable to agree, the parties agree to submit the dispute to binding arbitration in accordance with Section 12(d14(d); provided, however, that during such Price Negotiation Period and/or arbitration, the previously established and applicable indices and adjustment formulae shall apply to all transactions and corresponding payment schedules of Bollore and the Distributor. Notwithstanding the proviso contained in the previous sentence, if after such Price Negotiation Period and/or arbitration a new price is established, such new price shall apply retroactively to the parties and the appropriate party shall pay, within 10 business days of the final determination of the new price, to the party in whose favor a price adjustment is made, the amount equal to the difference between the amount that would have been paid over such period if the new price had been in effect and the amount that was actually paid. (e) All terms of sale shall be [**]. Ninety days prior to the beginning of each calendar year, the Distributor shall deliver to Bollore a Product purchase forecast on a quarter-by-quarter basis, anticipating its purchase requirements for each Product during the next year (other than the forecast for the first full calendar year, which shall be delivered 15 days prior to the beginning of that year). Purchases of Products shall be made by purchase orders on a quarterly basis, with a firm purchase order to be delivered to Bollore at least 90 days prior to the beginning of each calendar quarter. The Distributor's order for the first quarter is as listed on Schedule B. Bollore shall not be required to deliver to the Distributor more than [**], of the Distributor's forecasted annual purchase requirements and Bollore shall in no event be required to ship Products to the Distributor if such shipment is not fully covered by the Letter of Credit referred to in Section 3(g3(h) or if the Distributor fails to make payment as provided in the second sentence of Section 6(c). (f) Within six months from the date of this Agreement, Bollore shall establish, and from that date on maintain, [**] (the "Supply Amount") of Products at a bonded warehouse in the United States. In the event that it is necessary to supply the Distributor from such warehouse, the Distributor shall be invoiced for the Products pursuant to this Agreement and shall be responsible for paying all duties and taxes. Both parties shall cooperate to facilitate the release of Products from such warehouse. For the calendar years 1993 and 1994, the Supply Amount shall be deemed to be [**] of the varieties selected by the Distributor no later than 30 days after the Effective Date of this Agreement (as defined in Section 14(e)); thereafter, Bollore will (at the beginning of each calendar year) compute a new Supply Amount based on the average monthly purchases made during the immediately preceding calendar year. (g) Notwithstanding anything to the contrary in this Agreement, if at any time the price received by Bollore under this Agreement for Products fails to cover Bollore's costs (e.g., manufacturing, transportation, taxes, warehousing and the like) for such Products, Bollore may give notice to the Distributor to such effect, and thereby implement this Section (the "Adjustment Notice"), in which event the parties shall promptly negotiate in good faith to determine if they can agree on an adjustment to the price being charged under this Agreement mutually acceptable to the parties. If the parties fail to reach an agreement within 90 days of the delivery of the Adjustment Notice, the Distributor shall have the right, subject to the conditions below, to contract with an alternate supplier reasonably acceptable to Bollore ("Alternate Supplier") to manufacture and supply the Products to the Distributor, in which event Bollore shall, pursuant to Section 8(a9(a), be deemed to have granted a royalty-free license to the Distributor to permit such manufacture of the Products by the Alternate Supplier for the sole account of the Distributor for such period as the Distributor shall be entitled to purchase from such Alternate Supplier in accordance with this Agreement. During the 90-day period following the delivery of the Adjustment Notice, and for up to an additional 6 months thereafter, if no agreement on a price adjustment has been reached, Bollore shall continue to supply the Distributor under this Agreement to enable the Distributor to retain an Alternate Supplier. After such additional 6-month period, or at such earlier date as an Alternate Supplier shall have commenced supplying Products to the Distributor, Bollore may cease supplying the Distributor hereunder, with no further liability to the Distributor to supply the Distributor with Products under this Agreement or to pay a Price Differential Payment as referred to in Section 9(a10(a) (unless Bollore shall elect to continue supplying the Distributor pursuant to the provisions of this Section as set forth below). The parties' rights under this Section shall be subject to the following: (i) The Distributor shall give Bollore not less than 30 days prior notice of the identity of, and the terms offered by, the Alternate Supplier, and Bollore shall have the right, exercisable by notice given within such 30-day period, to agree to supply the Distributor under this Agreement for the same price terms offered by the Alternate Supplier, in which event the Distributor shall not retain the Alternate Supplier, and Bollore shall continue to exclusively supply the Distributor under this Agreement, but on such price terms (the "Match Right") until the next Price Negotiation Period; (ii) Pursuant only to the terms of this Section 3(f3(g), the Distributor shall notify Bollore of any change in price terms (not the result of changes due to the automatic operation of a specific price formula which was part of the original price terms) by the Alternate Supplier within 5 business days of the Distributor being notified thereof, and Bollore shall have a Match Right for 5 business days following receipt of such notice in connection therewith; (iii) If the Distributor is being supplied by an Alternate Supplier pursuant to this Section, Bollore shall have the right, prior to or during any subsequent Price Negotiation Period, to notify the Distributor that it intends to commence shipping Product hereunder again (as of either (x) the date such Price Negotiation Period commences or (y) the date final agreement is reached or an arbitration award is issued with respect to prices under Section 3(d)) and to exercise its right to negotiation and, if necessary necessary, arbitrate a new price structure pursuant to Section 3(d) above, in which event, thereafter Bollore shall supply, and the Distributor shall purchase, Products in accordance with the prices in effect pursuant to the terms of this Agreement, adjusted as may be required by such arbitration award or agreement as provided in Section 3(d), subject to the right of Bollore to give an Adjustment Notice under this Section again at a later time; and (iv) Any agreement between the Distributor and an Alternate Supplier shall not contain provisions which prevent the Distributor from complying with this Section. (gh) Pursuant to No later than the Amended and Restated Distribution and License Agreement Effective Date of even date herewith between the parties hereto covering the United States territory (the "U.S. this Agreement"), the Distributor will shall establish and deliver to Bollore an irrevocable, unconditional, demand letter of credit, which shall expire no earlier than sixty days after the second anniversary of the Effective Date of this Agreement, in form and substance reasonably satisfactory to Bollore, drawn on a bank reasonably satisfactory to Bollore, and in the amount of FF 16,000,000 (which, together with any other supplemental or replacement letters of credit of any amount, herein called the "Letter of Credit (as defined in the U.S. AgreementCredit"). It is the intent of the parties that the Letter of Credit will secure payments to be made by the Distributor for shipments of Products pursuant to this Agreement as provided in Section 6(c). Therefore, in the event that the Distributor does not pay Bollore in accordance with Section 3(a) above within 15 days of the due date thereof, Bollore may draw on the Letter of Credit to the extent of such unpaid invoiced amount as provided in Section 6(c) below. After the second anniversary of the Effective Date, if Bollore requires a Letter of Credit from the Distributor, Bollore shall bear 50% of the bank fees (exclusive of legal costs) imposed on the Distributor by the bank for issuance of such letter of credit, it being understood that Bollore may not require a Letter of Credit in excess of 16,000,000 FF. The Distributor may, at any time, arrange for a letter of credit in an amount greater than the amount required by Bollore, provided the Distributor shall bear all costs and fees associated with such greater amount. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any limitation in this Agreement on the amount of the Letter of Credit Bollore may require Distributor to provide, in no event shall Bollore be required to ship any Products ordered by the Distributor if the amount then outstanding under the Letter of Credit is less than the aggregate of all unpaid invoices then currently outstanding (including invoiced amounts that may be in dispute) plus the invoice amount of the purchase order to be shipped, unless Bollore waives in writing the requirement of a Letter of Credit, which Bollore may do from time to time for specific shipments or specific time periods.

Terms of Sales. (a) The Distributor shall pay Bollore in French Francs the full invoiced price for purchases of the Product, without any set-offs, withholdings or deductions of any kind (other than amounts payable with respect to a specific invoice, the payment of which the Distributor disputes in good faith because of Defective Products covered by such invoice or an error in such invoice), not later than 45 days after the date of issuance of the xxxx of lading. Such payments shall be made by wire transfer of immediately available funds to Bollore's [**], or such other account as Bollore may designate from time to time. The Distributor shall be responsible for paying [**]. Bollore shall be responsible for [**]. (b) The prices to be charged by Bollore to the Distributor for the Products shall initially be the prices set forth in Schedule A, which shall remain in effect until December 31, 1993. From January 1, 1994 through December 31, 1994, the prices shall increase by [**]. (c) Until December 31, 1998, the following adjustment shall be made to Product prices to account for material currency fluctuations: if the average rate of exchange (averaging the bid and the asked rates), as quoted by the reference banks of Credit Lyonnais (Paris), Chemical Bank (New York City) and Banque Nationale de Paris (Paris) (the "Average Exchange Number") during the calendar month immediately preceding the date of any invoice is less than [**], the price for such Products shall be adjusted to be equal to the current Product price pursuant to this Agreement, multiplied by a fraction, the numerator of which is the Average Exchange Number and the denominator of which is [**]. (d) In order to assure each of the parties commercially reasonable profits in light of inflationary trends and currency translation factors, 120 days prior to December 31, 1998 and each fifth-year anniversary of that date, the parties shall enter into good faith negotiations to agree on an index and a currency adjustment formula to replace those set forth in subparagraphs (b) and (c) above (the "Price Negotiation Period"). If after the Price Negotiation Period the parties, acting in good faith, have been unable to agree, the parties agree to submit the dispute to binding arbitration in accordance with Section 12(d); provided, however, that during such Price Negotiation Period and/or arbitration, the previously established and applicable indices and adjustment formulae shall apply to all transactions and corresponding payment schedules of Bollore and the Distributor. Notwithstanding the proviso contained in the previous sentence, if after such Price Negotiation Period and/or arbitration a new price is established, such new price shall apply retroactively to the parties and the appropriate party shall pay, within 10 business days of the final determination of the new price, to the party in whose favor a price adjustment is made, the amount equal to the difference between the amount that would have been paid over such period if the new price had been in effect and the amount that was actually paid. (e) All terms of sale shall be [**]. Ninety days prior to the beginning of each calendar year, the Distributor shall deliver to Bollore a Product purchase forecast on a quarter-by-quarter basis, anticipating its purchase requirements for each Product during the next year (other than the forecast for the first full calendar year, which shall be delivered 15 days prior to the beginning of that year). Purchases of Products shall be made by purchase orders on a quarterly basis, with a firm purchase order to be delivered to Bollore at least 90 days prior to the beginning of each calendar quarter. The Distributor's order for the first quarter is as listed on Schedule B. Bollore shall not be required to deliver to the Distributor more than [**], of the Distributor's forecasted annual purchase requirements and Bollore shall in no event be required to ship Products to the Distributor if such shipment is not fully covered by the Letter of Credit referred to in Section 3(g) or if the Distributor fails to make payment as provided in the second sentence of Section 6(c). (f) Notwithstanding anything to the contrary in this Agreement, if at any time the price received by Bollore under this Agreement for Products fails to cover Bollore's costs (e.g., manufacturing, transportation, taxes, warehousing and the like) for such Products, Bollore may give notice to the Distributor to such effect, and thereby implement this Section (the "Adjustment Notice"), in which event the parties shall promptly negotiate in good faith to determine if they can agree on an adjustment to the price being charged under this Agreement mutually acceptable to the parties. If the parties fail to reach an agreement within 90 days of the delivery of the Adjustment Notice, the Distributor shall have the right, subject to the conditions below, to contract with an alternate supplier reasonably acceptable to Bollore ("Alternate Supplier") to manufacture and supply the Products to the Distributor, in which event Bollore shall, pursuant to Section 8(a), be deemed to have granted a royalty-free license to the Distributor to permit such manufacture of the Products by the Alternate Supplier for the sole account of the Distributor for such period as the Distributor shall be entitled to purchase from such Alternate Supplier in accordance with this Agreement. During the 90-day period following the delivery of the Adjustment Notice, and for up to an additional 6 months thereafter, if no agreement on a price adjustment has been reached, Bollore shall continue to supply the Distributor under this Agreement to enable the Distributor to retain an Alternate Supplier. After such additional 6-month period, or at such earlier date as an Alternate Supplier shall have commenced supplying Products to the Distributor, Bollore may cease supplying the Distributor hereunder, with no further liability to the Distributor to supply the Distributor with Products under this Agreement or to pay a Price Differential Payment payment as referred to in Section 9(a) (unless Bollore shall elect to continue supplying the Distributor pursuant to the provisions of this Section as set forth below). The parties' rights under this Section shall be subject to the following: (i) The Distributor shall give Bollore not less than 30 days prior notice of the identity of, and the terms offered by, the Alternate Supplier, and Bollore shall have the right, exercisable by notice given within such 30-day period, to agree to supply the Distributor under this Agreement for the same price terms offered by the Alternate Supplier, in which event the Distributor shall not retain the Alternate Supplier, and Bollore shall continue to exclusively supply the Distributor under this Agreement, but on such price terms (the "Match Right") until the next Price Negotiation Period); (ii) Pursuant only to the terms of this Section 3(f), the Distributor shall notify Bollore of any change in price terms (not the result of changes due to the automatic operation of a specific price formula which was part of the original price terms) by the Alternate Supplier within 5 business days of the Distributor being notified thereof, and Bollore shall have a Match Right for 5 business days following receipt of such notice in connection therewith; (iii) If the Distributor is being supplied by an Alternate Supplier pursuant to this Section, Bollore shall have the right, prior to or during any subsequent Price Negotiation Period, to notify the Distributor that it intends to commence shipping Product hereunder again (as of either (x) the date such Price Negotiation Period commences or (y) the date final agreement is reached or an arbitration award is issued with respect to prices under Section 3(d)) and to exercise its right to negotiation and, if necessary necessary, arbitrate a new price structure pursuant to Section 3(d) above, in which event, thereafter Bollore shall supply, and the Distributor shall purchase, Products in accordance with the prices in effect pursuant to the terms of this Agreement, adjusted as may be required by such arbitration award or agreement as provided in Section 3(d), subject to the right of Bollore to give an Adjustment Notice under this Section again at a later time; and (iv) Any agreement between the Distributor and an Alternate Supplier shall not contain provisions which prevent the Distributor from complying with this Section. (g) Pursuant to the Amended and Restated Distribution and License Agreement of even date herewith between the parties hereto covering the United States territory (the "U.S. Agreement"), the Distributor will establish and deliver to Bollore the Letter of Credit (as defined in the U.S. Agreement). It is the intent of the parties that the Letter of Credit will secure payments to be made by the Distributor for of shipments of Products pursuant to this Agreement as provided in Section 6(c). Therefore, in the event that the Distributor does not pay Bollore in accordance with Section 3(a) above within 15 days of the due date thereof, Bollore may draw on the Letter of Credit to the extent of such unpaid invoiced amount as provided in Section 6(c) below. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any limitation in this Agreement on the amount of the Letter of Credit Bollore may require Distributor to provide, in no event shall Bollore be required to ship any Products ordered by the Distributor if the amount then outstanding under the Letter of Credit is less than the aggregate of all unpaid invoices then currently outstanding (including invoiced amounts that may be in dispute) plus the invoice amount of the purchase order to be shipped, unless Bollore waives in writing the requirement of a Letter of Credit, which Bollore may do from time to time for specific shipments or specific time periods.

Terms of Sales. (a) The Distributor shall pay Bollore in French Francs the full invoiced price for purchases of the Product, without any set-offs, withholdings or deductions of any kind (other than amounts payable with respect to a specific invoice, the payment of which the Distributor disputes in good faith because of Defective Products covered by such invoice or an error in such invoice), not later than 45 days after the date of issuance of the xxxx of lading. Such payments shall be made by wire transfer of immediately available funds to Bollore's [**], or such other account as Bollore may designate from time to time. The Distributor shall be responsible for paying [**]. Bollore shall be responsible for [**]. (b) The prices to be charged by Bollore to the Distributor for the Products shall initially be the prices set forth in Schedule A, which shall remain in effect until December 31, 1993. From January 1, 1994 through December 31, 1994, the prices shall increase by [**]. From January 1, 1995 through December 31, 1998, the prices set forth on Schedule A shall be adjusted as of the first day of each year by a percentage equal to the percentage increase in the Canadian Consumer Price Index for the Northeast urban region over the previous year. (c) Until December 31, 1998, the following adjustment shall be made to Product prices to account for material currency fluctuations: if the average rate of exchange (averaging the bid and the asked rates), as quoted by the reference banks of Credit Lyonnais (Paris), Chemical Bank (New York City) and Banque Nationale de Paris (Paris) (the "Average Exchange Number") during the calendar month immediately preceding the date of any invoice is less than [**], the price for such Products shall be adjusted to be equal to the current Product price pursuant to this Agreement, multiplied by a fraction, the numerator of which is the Average Exchange Number and the denominator of which is [**]. (d) In order to assure each of the parties commercially reasonable profits in light of inflationary trends and currency translation factors, 120 days prior to December 31, 1998 and each fifth-year anniversary of that date, the parties shall enter into good faith negotiations to agree on an index and a currency adjustment formula to replace those set forth in subparagraphs (b) and (c) above (the "Price Negotiation Period"). If after the Price Negotiation Period the parties, acting in good faith, have been unable to agree, the parties agree to submit the dispute to binding arbitration in accordance with Section 12(d); provided, however, that during such Price Negotiation Period and/or arbitration, the previously established and applicable indices and adjustment formulae shall apply to all transactions and corresponding payment schedules of Bollore and the Distributor. Notwithstanding the proviso contained in the previous sentence, if after such Price Negotiation Period and/or arbitration a new price is established, such new price shall apply retroactively to the parties and the appropriate party shall pay, within 10 business days of the final determination of the new price, to the party in whose favor a price adjustment is made, the amount equal to the difference between the amount that would have been paid over such period if the new price had been in effect and the amount that was actually paid. (e) All terms of sale shall be [**]. Ninety days prior to the beginning of each calendar year, the Distributor shall deliver to Bollore a Product purchase forecast on a quarter-by-quarter basis, anticipating its purchase requirements for each Product during the next year (other than the forecast for the first full calendar year, which shall be delivered 15 days prior to the beginning of that year). Purchases of Products shall be made by purchase orders on a quarterly basis, with a firm purchase order to be delivered to Bollore at least 90 days prior to the beginning of each calendar quarter. The Distributor's order for the first quarter is as listed on Schedule B. Bollore shall not be required to deliver to the Distributor more than [**], of the Distributor's forecasted annual purchase requirements and Bollore shall in no event be required to ship Products to the Distributor if such shipment is not fully covered by the Letter of Credit referred to in Section 3(g) or if the Distributor fails to make payment as provided in the second sentence of Section 6(c). (f) Notwithstanding anything to the contrary in this Agreement, if at any time the price received by Bollore under this Agreement for Products fails to cover Bollore's costs (e.g., manufacturing, transportation, taxes, warehousing and the like) for such Products, Bollore may give notice to the Distributor to such effect, and thereby implement this Section (the "Adjustment Notice"), in which event the parties shall promptly negotiate in good faith to determine if they can agree on an adjustment to the price being charged under this Agreement mutually acceptable to the parties. If the parties fail to reach an agreement within 90 days of the delivery of the Adjustment Notice, the Distributor shall have the right, subject to the conditions below, to contract with an alternate supplier reasonably acceptable to Bollore ("Alternate Supplier") to manufacture and supply the Products to the Distributor, in which event Bollore shall, pursuant to Section 8(a), be deemed to have granted a royalty-free license to the Distributor to permit such manufacture of the Products by the Alternate Supplier for the sole account of the Distributor for such period as the Distributor shall be entitled to purchase from such Alternate Supplier in accordance with this Agreement. During the 90-day period following the delivery of the Adjustment Notice, and for up to an additional 6 months thereafter, if no agreement on a price adjustment has been reached, Bollore shall continue to supply the Distributor under this Agreement to enable the Distributor to retain an Alternate Supplier. After such additional 6-month period, or at such earlier date as an Alternate Supplier shall have commenced supplying Products to the Distributor, Bollore may cease supplying the Distributor hereunder, with no further liability to the Distributor to supply the Distributor with Products under this Agreement or to pay a Price Differential Payment as referred to in Section 9(a) (unless Bollore shall elect to continue supplying the Distributor pursuant to the provisions of this Section as set forth below). The parties' rights under this Section shall be subject to the following: (i) The Distributor shall give Bollore not less than 30 days prior notice of the identity of, and the terms offered by, the Alternate Supplier, and Bollore shall have the right, exercisable by notice given within such 30-day period, to agree to supply the Distributor under this Agreement for the same price terms offered by the Alternate Supplier, in which event the Distributor shall not retain the Alternate Supplier, and Bollore shall continue to exclusively supply the Distributor under this Agreement, but on such price terms (the "Match Right") until the next Price Negotiation Period; (ii) Pursuant only to the terms of this Section 3(f), the Distributor shall notify Bollore of any change in price terms (not the result of changes due to the automatic operation of a specific price formula which was part of the original price terms) by the Alternate Supplier within 5 business days of the Distributor being notified thereof, and Bollore shall have a Match Right for 5 business days following receipt of such notice in connection therewith; (iii) If the Distributor is being supplied by an Alternate Supplier pursuant to this Section, Bollore shall have the right, prior to or during any subsequent Price Negotiation Period, to notify the Distributor that it intends to commence shipping Product hereunder again (as of either (x) the date such Price Negotiation Period commences or (y) the date final agreement is reached or an arbitration award is issued with respect to prices under Section 3(d)) and to exercise its right to negotiation and, if necessary arbitrate a new price structure pursuant to Section 3(d) above, in which event, thereafter Bollore shall supply, and the Distributor shall purchase, Products in accordance with the prices in effect pursuant to the terms of this Agreement, adjusted as may be required by such arbitration award or agreement as provided in Section 3(d), subject to the right of Bollore to give an Adjustment Notice under this Section again at a later time; and (iv) Any agreement between the Distributor and an Alternate Supplier shall not contain provisions which prevent the Distributor from complying with this Section. (g) Pursuant to the Amended and Restated Distribution and License Agreement of even date herewith between the parties hereto covering the United States territory (the "U.S. Agreement"), the Distributor will establish and deliver to Bollore the Letter of Credit (as defined in the U.S. Agreement). It is the intent of the parties that the Letter of Credit will secure payments to be made by the Distributor for shipments of Products pursuant to this Agreement as provided in Section 6(c). Therefore, in the event that the Distributor does not pay Bollore in accordance with Section 3(a) above within 15 days of the due date thereof, Bollore may draw on the Letter of Credit to the extent of such unpaid invoiced amount as provided in Section 6(c) below. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any limitation in this Agreement on the amount of the Letter of Credit Bollore may require Distributor to provide, in no event shall Bollore be required to ship any Products ordered by the Distributor if the amount then outstanding under the Letter of Credit is less than the aggregate of all unpaid invoices then currently outstanding (including invoiced amounts that may be in dispute) plus the invoice amount of the purchase order to be shipped, unless Bollore waives in writing the requirement of a Letter of Credit, which Bollore may do from time to time for specific shipments or specific time periods.

Terms of Sales. (a) The Distributor shall pay Bollore in French Francs the full invoiced price for purchases of the Product, without any set-offs, withholdings or deductions of any kind (other than amounts payable with respect to a specific invoice, the payment of which the Distributor disputes in good faith because of Defective Products covered by such invoice or an error in such invoice), not later than 45 days after the date of issuance of the xxxx of ladinglading or, in the case of shipments of Products from the bonded warehouse pursuant to section 3(f) below, no later than 30 days after the date such Products are released from the warehouse. Such payments shall be made by wire transfer of immediately available funds to Bollore's [**], or such other account as Bollore may designate from time to time. The Distributor shall be responsible for paying [**]. Bollore shall be responsible for [**]. (b) The prices to be charged by Bollore to the Distributor for the Products shall initially be the prices set forth in Schedule A, which shall remain in effect until December 31, 1993. From January 1, 1994 through December 31, 1994, the prices shall increase by [**]. From January 1, 1995 through December 31, 1998, the prices set forth on Schedule A shall be adjusted as of the first day of each year by a percentage equal to the percentage increase in the United States Consumer Price Index for the Northeast urban region over the previous year. (c) Until December 31, 1998, the following adjustment shall be made to Product prices to account for material currency fluctuations: if the average rate of exchange (averaging the bid and the asked rates), as quoted by the reference banks of Credit Lyonnais (Paris), Chemical Bank (New York City) and Banque Nationale de Paris (Paris) (the "Average Exchange Number") during the calendar month immediately preceding the date of any invoice is less than [**], the price for such Products shall be adjusted to be equal to the current Product price pursuant to this Agreement, multiplied by a fraction, the numerator of which is the Average Exchange Number and the denominator of which is [**]. (d) In order to assure each of the parties commercially reasonable profits in light of inflationary trends and currency translation factors, 120 days prior to December 31, 1998 and each fifth-year anniversary of that date, the parties shall enter into good faith negotiations to agree on an index and a currency adjustment formula to replace those set forth in subparagraphs (b) and (c) above (the "Price Negotiation Period"). If after the Price Negotiation Period the parties, acting in good faith, have been unable to agree, the parties agree to submit the dispute to binding arbitration in accordance with Section 12(d14(d); provided, however, that during such Price Negotiation Period and/or arbitration, the previously established and applicable indices and adjustment formulae shall apply to all transactions and corresponding payment schedules of Bollore and the Distributor. Notwithstanding the proviso contained in the previous sentence, if after such Price Negotiation Period and/or arbitration a new price is established, such new price shall apply retroactively to the parties and the appropriate party shall pay, within 10 business days of the final determination of the new price, to the party in whose favor a price adjustment is made, the amount equal to the difference between the amount that would have been paid over such period if the new price had been in effect and the amount that was actually paid. (e) All terms of sale shall be [**]. Ninety days prior to the beginning of each calendar year, the Distributor shall deliver to Bollore a Product purchase forecast on a quarter-by-quarter basis, anticipating its purchase requirements for each Product during the next year (other than the forecast for the first full calendar year, which shall be delivered 15 days prior to the beginning of that year). Purchases of Products shall be made by purchase orders on a quarterly basis, with a firm purchase order to be delivered to Bollore at least 90 days prior to the beginning of each calendar quarter. The Distributor's order for the first quarter is as listed on Schedule B. Bollore shall not be required to deliver to the Distributor more than [**], of the Distributor's forecasted annual purchase requirements and Bollore shall in no event be required to ship Products to the Distributor if such shipment is not fully covered by the Letter of Credit referred to in Section 3(g3(h) or if the Distributor fails to make payment as provided in the second sentence of Section 6(c). (f) Within six months from the date of this Agreement, Bollore shall establish, and from that date on maintain, [**] (the "Supply Amount") of Products at a bonded warehouse in the United States. In the event that it is necessary to supply the Distributor from such warehouse, the Distributor shall be invoiced for the Products pursuant to this Agreement and shall be responsible for paying all duties and taxes. Both parties shall cooperate to facilitate the release of Products from such warehouse. For the calendar years 1993 and 1994, the Supply Amount shall be deemed to be [**] of the varieties selected by the Distributor no later than 30 days after the Effective Date of this Agreement (as defined in Section 14(e)); thereafter, Bollore will (at the beginning of each calendar year) compute a new Supply Amount based on the average monthly purchases made during the immediately preceding calendar year. (g) Notwithstanding anything to the contrary in this Agreement, if at any time the price received by Bollore under this Agreement for Products fails to cover Bollore's costs (e.g., manufacturing, transportation, taxes, warehousing and the like) for such Products, Bollore may give notice to the Distributor to such effect, and thereby implement this Section (the "Adjustment Notice"), in which event the parties shall promptly negotiate in good faith to determine if they can agree on an adjustment to the price being charged under this Agreement mutually acceptable to the parties. If the parties fail to reach an agreement within 90 days of the delivery of the Adjustment Notice, the Distributor shall have the right, subject to the conditions below, to contract with an alternate supplier reasonably acceptable to Bollore ("Alternate Supplier") to manufacture and supply the Products to the Distributor, in which event Bollore shall, pursuant to Section 8(a9(a), be deemed to have granted a royalty-free license to the Distributor to permit such manufacture of the Products by the Alternate Supplier for the sole account of the Distributor for such period as the Distributor shall be entitled to purchase from such Alternate Supplier in accordance with this Agreement. During the 90-day period following the delivery of the Adjustment Notice, and for up to an additional 6 months thereafter, if no agreement on a price adjustment has been reached, Bollore shall continue to supply the Distributor under this Agreement to enable the Distributor to retain an Alternate Supplier. After such additional 6-month period, or at such earlier date as an Alternate Supplier shall have commenced supplying Products to the Distributor, Bollore may cease supplying the Distributor hereunder, with no further liability to the Distributor to supply the Distributor with Products under this Agreement or to pay a Price Differential Payment as referred to in Section 9(a10(a) (unless Bollore shall elect to continue supplying the Distributor pursuant to the provisions of this Section as set forth below). The parties' rights under this Section shall be subject to the following: (i) The Distributor shall give Bollore not less than 30 days prior notice of the identity of, and the terms offered by, the Alternate Supplier, and Bollore shall have the right, exercisable by notice given within such 30-day period, to agree to supply the Distributor under this Agreement for the same price terms offered by the Alternate Supplier, in which event the Distributor shall not retain the Alternate Supplier, and Bollore shall continue to exclusively supply the Distributor under this Agreement, but on such price terms (the "Match Right") until the next Price Negotiation Period; (ii) Pursuant only to the terms of this Section 3(f3(g), the Distributor shall notify Bollore of any change in price terms (not the result of changes due to the automatic operation of a specific price formula which was part of the original price terms) by the Alternate Supplier within 5 business days of the Distributor being notified thereof, and Bollore shall have a Match Right for 5 business days following receipt of such notice in connection therewith; (iii) If the Distributor is being supplied by an Alternate Supplier pursuant to this Section, Bollore shall have the right, prior to or during any subsequent Price Negotiation Period, to notify the Distributor that it intends to commence shipping Product hereunder again (as of either (x) the date such Price Negotiation Period commences or (y) the date final agreement is reached or an arbitration award is issued with respect to prices under Section 3(d)) and to exercise its right to negotiation and, if necessary necessary, arbitrate a new price structure pursuant to Section 3(d) above, in which event, thereafter Bollore shall supply, and the Distributor shall purchase, Products in accordance with the prices in effect pursuant to the terms of this Agreement, adjusted as may be required by such arbitration award or agreement as provided in Section 3(d), subject to the right of Bollore to give an Adjustment Notice under this Section again at a later time; and (iv) Any agreement between the Distributor and an Alternate Supplier shall not contain provisions which prevent the Distributor from complying with this Section. (gh) Pursuant to No later than the Amended and Restated Distribution and License Agreement Effective Date of even date herewith between the parties hereto covering the United States territory (the "U.S. this Agreement"), the Distributor will shall establish and deliver to Bollore an irrevocable, unconditional, demand letter of credit, which shall expire no earlier than sixty days after the second anniversary of the Effective Date of this Agreement, in form and substance reasonably satisfactory to Bollore, drawn on a bank reasonably satisfactory to Bollore, and in the amount of FF 16,000,000 (which, together with any other supplemental or replacement letters of credit of any amount, herein called the "Letter of Credit (as defined in the U.S. AgreementCredit"). It is the intent of the parties that the Letter of Credit will secure payments to be made by the Distributor for shipments of Products pursuant to this Agreement as provided in Section 6(c). Therefore, in the event that the Distributor does not pay Bollore in accordance with Section 3(a) above within 15 days of the due date thereof, Bollore may draw on the Letter of Credit to the extent of such unpaid invoiced amount as provided in Section 6(c) below. After the second anniversary of the Effective Date, if Bollore requires a Letter of Credit from the Distributor, Bollore shall bear 50% of the bank fees (exclusive of legal costs) imposed on the Distributor by the bank for issuance of such letter of credit, it being understood that Bollore may not require a Letter of Credit in excess of 16,000,000 FF. The Distributor may, at any time, arrange for a letter of credit in an amount greater than the amount required by Bollore, provided the Distributor shall bear all costs and fees associated with such greater amount. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any limitation in this Agreement on the amount of the Letter of Credit Bollore may require Distributor to provide, in no event shall Bollore be required to ship any Products ordered by the Distributor if the amount then outstanding under the Letter of Credit is less than the aggregate of all unpaid invoices then currently outstanding (including invoiced amounts that may be in dispute) plus the invoice amount of the purchase order to be shipped, unless Bollore waives in writing the requirement of a Letter of Credit, which Bollore may do from time to time for specific shipments or specific time periods.

Terms of Sales. (a) The Distributor shall pay Bollore in French Francs the full invoiced price for purchases of the Product, without any set-offs, withholdings or deductions of any kind (other than amounts payable with respect to a specific invoice, the payment of which the Distributor disputes in good faith because of Defective Products covered by such invoice or an error in such invoice), not later than 45 days after the date of issuance of the xxxx of lading. Such payments shall be made by wire transfer of immediately available funds to Bollore's [**], or such other account as Bollore may designate from time to time. The Distributor shall be responsible for paying [**]. Bollore shall be responsible for [**]. (b) The prices to be charged by Bollore to the Distributor for the Products shall initially be the prices set forth in Schedule A, which shall remain in effect until December 31, 1993. From January 1, 1994 through December 31, 1994, the prices shall increase by [**]. From January 1, 1995 through December 31, 1998, the prices set forth on Schedule A shall be adjusted as of the first day of each year by a percentage equal to the percentage increase in the United States Consumer Price Index for the Northeast urban region over the previous year. (c) Until December 31, 1998, the following adjustment shall be made to Product prices to account for material currency fluctuations: if the average rate of exchange (averaging the bid and the asked rates), as quoted by the reference banks of Credit Lyonnais (Paris), Chemical Bank (New York City) and Banque Nationale de Paris (Paris) (the "Average Exchange Number") during the calendar month immediately preceding the date of any invoice is less than [**], the price for such Products shall be adjusted to be equal to the current Product price pursuant to this Agreement, multiplied by a fraction, the numerator of which is the Average Exchange Number and the denominator of which is [**]. (d) In order to assure each of the parties commercially reasonable profits in light of inflationary trends and currency translation factors, 120 days prior to December 31, 1998 and each fifth-year anniversary of that date, the parties shall enter into good faith negotiations to agree on an index and a currency adjustment formula to replace those set forth in subparagraphs (b) and (c) above (the "Price Negotiation Period"). If after the Price Negotiation Period the parties, acting in good faith, have been unable to agree, the parties agree to submit the dispute to binding arbitration in accordance with Section 12(d); provided, however, that during such Price Negotiation Period and/or arbitration, the previously established and applicable indices and adjustment formulae shall apply to all transactions and corresponding payment schedules of Bollore and the Distributor. Notwithstanding the proviso contained in the previous sentence, if after such Price Negotiation Period and/or arbitration a new price is established, such new price shall apply retroactively to the parties and the appropriate party shall pay, within 10 business days of the final determination of the new price, to the party in whose favor a price adjustment is made, the amount equal to the difference between the amount that would have been paid over such period if the new price had been in effect and the amount that was actually paid. (e) All terms of sale shall be [**]. Ninety days prior to the beginning of each calendar year, the Distributor shall deliver to Bollore a Product purchase forecast on a quarter-by-quarter basis, anticipating its purchase requirements for each Product during the next year (other than the forecast for the first full calendar year, which shall be delivered 15 days prior to the beginning of that year). Purchases of Products shall be made by purchase orders on a quarterly basis, with a firm purchase order to be delivered to Bollore at least 90 days prior to the beginning of each calendar quarter. The Distributor's order for the first quarter is as listed on Schedule B. Bollore shall not be required to deliver to the Distributor more than [**], of the Distributor's forecasted annual purchase requirements and Bollore shall in no event be required to ship Products to the Distributor if such shipment is not fully covered by the Letter of Credit referred to in Section 3(g) or if the Distributor fails to make payment as provided in the second sentence of Section 6(c). (f) Notwithstanding anything to the contrary in this Agreement, if at any time the price received by Bollore under this Agreement for Products fails to cover Bollore's costs (e.g., manufacturing, transportation, taxes, warehousing and the like) for such Products, Bollore may give notice to the Distributor to such effect, and thereby implement this Section (the "Adjustment Notice"), in which event the parties shall promptly negotiate in good faith to determine if they can agree on an adjustment to the price being charged under this Agreement mutually acceptable to the parties. If the parties fail to reach an agreement within 90 days of the delivery of the Adjustment Notice, the Distributor shall have the right, subject to the conditions below, to contract with an alternate supplier reasonably acceptable to Bollore ("Alternate Supplier") to manufacture and supply the Products to the Distributor, in which event Bollore shall, pursuant to Section 8(a), be deemed to have granted a royalty-free license to the Distributor to permit such manufacture of the Products by the Alternate Supplier for the sole account of the Distributor for such period as the Distributor shall be entitled to purchase from such Alternate Supplier in accordance with this Agreement. During the 90-day period following the delivery of the Adjustment Notice, and for up to an additional 6 months thereafter, if no agreement on a price adjustment has been reached, Bollore shall continue to supply the Distributor under this Agreement to enable the Distributor to retain an Alternate Supplier. After such additional 6-month period, or at such earlier date as an Alternate Supplier shall have commenced supplying Products to the Distributor, Bollore may cease supplying the Distributor hereunder, with no further liability to the Distributor to supply the Distributor with Products under this Agreement or to pay a Price Differential Payment payment as referred to in Section 9(a) (unless Bollore shall elect to continue supplying the Distributor pursuant to the provisions of this Section as set forth below). The parties' rights under this Section shall be subject to the following: (i) The Distributor shall give Bollore not less than 30 days prior notice of the identity of, and the terms offered by, the Alternate Supplier, and Bollore shall have the right, exercisable by notice given within such 30-day period, to agree to supply the Distributor under this Agreement for the same price terms offered by the Alternate Supplier, in which event the Distributor shall not retain the Alternate Supplier, and Bollore shall continue to exclusively supply the Distributor under this Agreement, but on such price terms (the "Match Right") until the next Price Negotiation Period); (ii) Pursuant only to the terms of this Section 3(f), the Distributor shall notify Bollore of any change in price terms (not the result of changes due to the automatic operation of a specific price formula which was part of the original price terms) by the Alternate Supplier within 5 business days of the Distributor being notified thereof, and Bollore shall have a Match Right for 5 business days following receipt of such notice in connection therewith; (iii) If the Distributor is being supplied by an Alternate Supplier pursuant to this Section, Bollore shall have the right, prior to or during any subsequent Price Negotiation Period, to notify the Distributor that it intends to commence shipping Product hereunder again (as of either (x) the date such Price Negotiation Period commences or (y) the date final agreement is reached or an arbitration award is issued with respect to prices under Section 3(d)) and to exercise its right to negotiation and, if necessary necessary, arbitrate a new price structure pursuant to Section 3(d) above, in which event, thereafter Bollore shall supply, and the Distributor shall purchase, Products in accordance with the prices in effect pursuant to the terms of this Agreement, adjusted as may be required by such arbitration award or agreement as provided in Section 3(d), subject to the right of Bollore to give an Adjustment Notice under this Section again at a later time; and (iv) Any agreement between the Distributor and an Alternate Supplier shall not contain provisions which prevent the Distributor from complying with this Section. (g) Pursuant to the Amended and Restated Distribution and License Agreement of even date herewith between the parties hereto covering the United States territory (the "U.S. Agreement"), the Distributor will establish and deliver to Bollore the Letter of Credit (as defined in the U.S. Agreement). It is the intent of the parties that the Letter of Credit will secure payments to be made by the Distributor for of shipments of Products pursuant to this Agreement as provided in Section 6(c). Therefore, in the event that the Distributor does not pay Bollore in accordance with Section 3(a) above within 15 days of the due date thereof, Bollore may draw on the Letter of Credit to the extent of such unpaid invoiced amount as provided in Section 6(c) below. Notwithstanding anything to the contrary contained in this Agreement, and notwithstanding any limitation in this Agreement on the amount of the Letter of Credit Bollore may require Distributor to provide, in no event shall Bollore be required to ship any Products ordered by the Distributor if the amount then outstanding under the Letter of Credit is less than the aggregate of all unpaid invoices then currently outstanding (including invoiced amounts that may be in dispute) plus the invoice amount of the purchase order to be shipped, unless Bollore waives in writing the requirement of a Letter of Credit, which Bollore may do from time to time for specific shipments or specific time periods.