Financial Wholesale Terms

FINANCIAL WHOLESALE TERMS

Parties and Effective Date

This Financial Wholesale Terms Agreement (the Agreement) is entered into by and between:

Effective Date: . This Agreement establishes the terms under which Provider will extend credit, advances, or purchase receivables in connection with the Client's wholesale distribution activities.

Definitions

Capitalized terms used in this Agreement have the meanings set forth herein. "Advance" means any extension of funds by Provider to Client. "Receivables" means accounts, invoices, and other amounts owed to Client arising from sale of goods in the ordinary course of Client's wholesale business. "Credit Limit" means the maximum aggregate outstanding Advances permitted under this Agreement.

Credit Facility and Advances

Provider agrees, subject to the terms and conditions set forth herein, to make Advances to Client up to the Credit Limit determined by Provider in its sole discretion.

Pricing, Fees and Charges

Client shall pay Provider fees and interest as compensation for Advances and commitment of capital. Fees are non-refundable unless expressly stated otherwise.

Repayment, Setoff and Application of Proceeds

Advances are due and payable in accordance with the settlement schedule agreed by the Parties. Provider may, without notice, set off any amounts owed by Client against any amounts payable to Client, including proceeds of Receivables acquired by Provider.

Security and Collateral

As security for all Obligations, Client grants Provider a continuing first-priority security interest in and lien on the Receivables and related collateral described below. Client shall execute and deliver such financing statements, control agreements, and other documents as Provider reasonably requests to perfect and maintain Provider's security interest.

Representations, Warranties and Covenants

Client represents and warrants that: (a) it has full corporate power to enter this Agreement; (b) Receivables are valid, bona fide, and arising from arm's-length sales; (c) there are no prior security interests in Receivables other than as disclosed in writing; and (d) information provided to Provider is true, complete, and not misleading in any material respect. Client shall promptly notify Provider of any material adverse change in its business or financial condition.

Events of Default and Remedies

The occurrence of any of the following constitutes an Event of Default: failure to pay any amount when due; material breach of representation, warranty, or covenant; insolvency, appointment of a receiver, or commencement of a bankruptcy proceeding by or against Client; or material misrepresentation related to Receivables. Upon Event of Default, Provider may declare all Obligations immediately due and take any remedies available at law or equity, including foreclosure on collateral and collection of expenses and legal fees.

Indemnity and Limitation of Liability

Client shall indemnify and hold harmless Provider from all losses, liabilities, claims, costs, and expenses (including reasonable attorneys' fees) arising from Client's breach, negligence, wilful misconduct, or failure to perform. Except for willful misconduct or gross negligence, Provider's liability for any claim arising under this Agreement is limited to direct damages and shall not include consequential, special, or punitive damages.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either Party may designate in writing. Notices are effective upon receipt when delivered in person, by nationally recognized overnight courier, or by confirmed electronic transmission where agreed by the Parties.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of law principles. The Parties agree that exclusive venue for any dispute shall be in the courts located in that jurisdiction, unless the Parties agree otherwise in writing.

Assignment, Amendments and Waivers

Client may not assign or transfer its rights or obligations under this Agreement without Provider's prior written consent. Provider may assign its rights to any affiliate or third party without Client's consent provided such assignment does not materially adversely affect Client. No amendment or waiver is effective unless in a writing signed by both Parties.

Audit and Reporting

Client shall maintain complete and accurate books and records with respect to Receivables and related transactions and shall permit Provider or its agents to audit such records during normal business hours upon reasonable advance notice. Client shall deliver periodic reports as reasonably required by Provider.

Confidentiality

Each Party shall maintain the confidentiality of non-public information received from the other Party and shall not disclose such information except as required by law or as necessary to enforce its rights under this Agreement. Confidentiality obligations survive termination of this Agreement.

Term and Termination

This Agreement is effective on the Effective Date and shall continue until terminated by either Party upon written notice, subject to payment of all outstanding Obligations and fulfillment of any post-termination collection and wind-down responsibilities.

General Provisions

The headings in this Agreement are for convenience only and do not affect interpretation. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The Parties acknowledge that Provider may rely on Client's financial statements, invoices and other documentation in extending credit and may share information with prospective assignees or auditors under customary confidentiality restrictions.

Certifications

By signing below, each Party certifies that the signatory is duly authorized to enter into this Agreement on behalf of the Party, that all information provided to the other Party is true and correct in all material respects, and that the Party agrees to be bound by the terms and conditions set forth herein.

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