FACTORING AGREEMENT
Westgate Financial Corp.
00 Xxxxxxxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxx, XX 00000
Re: Spongetech International Ltd.
------------------------------
(Client Name)
Dear Sirs:
We are pleased to set forth herein our agreement by which you are to act as
our factor.
1. We agree to do all of our business through you as our sole factor. We
hereby assign to you as absolute owner all of our present and future accounts,
contract rights, and other forms of obligation for payment of money arising out
of the sale of goods or rendition of services (hereinafter collectively referred
to as "Receivables") which are acceptable to you. Receivables shall be deemed
acceptable for assignment unless you indicate otherwise in writing. We further
sell and assign to you all of our interest in the goods represented by
Receivables and in all goods that may be returned by customers, all our rights
as an unpaid vendor or lienor, all our rights of stoppage in transit, replevin
and reclamation relating thereto, all our rights in and to all security therefor
and guarantees thereof, and all our rights against third parties with respect
thereto. Any goods so recovered or returned shall be set aside, marked with your
name and held for your account as owner. We shall notify you promptly of all
such returned or recovered goods.
You hereby purchase from us without recourse, except as hereinafter set
forth, all Receivables which have been fully approved by you and as to which
approval has not been withdrawn by you as provided below ("Approved
Receivables"). Unless we are notified by you in writing that a Receivable is an
Approved Receivable, it shall be deemed unapproved. Receivables which, in whole
or in part, are not approved by you, as provided below, but are otherwise
acceptable to you are hereby purchased by you with full recourse to us to the
extent not approved.
2. On all Approved Receivables, you agree to assume any loss which is due
solely to the financial inability of the customer to pay at maturity (the
"Credit Risk"), provided the customer has received and accepted the goods and/or
services which gave rise to such Receivables, without any dispute. The term
dispute shall mean any dispute, deduction, claim, offset, defense or
counterclaim of any kind, whether bona fide or not, including, without
limitation, any dispute relating to goods or services already paid for or
relating to Receivables other than Receivable on which payment is being
withheld.
The amount, terms of payment and delivery, and all other conditions of each
prospective sale shall be submitted to you for your prior written approval, and
each approved sale shall be made only in accordance with such approval, which
may be withdrawn at any time before actual delivery of the merchandise or
rendition of the services to the customer. Without limiting the foregoing, your
approval shall automatically be withdrawn if (1) any terms are changed; (2)
delivery is made more than 30 days after the approved delivery date or if no
delivery date is specified more than 30 days after approval; or (3) the
invoice(s) evidencing the shipment is not delivered to you within five (5) days
from the date of shipment. If the amount of the sale is increased without your
prior written consent, your approval will apply only to the original amount
approved and any payment received or credit issued by us with respect to such
sale shall be credited to the amount approved by you first.
3. All invoices shall be mailed by us to the customers with a copy to you
in each instance or, at your option, shall be sent to you ready for mailing to
the customers, in which event the postage and clerical charges incurred by you
in mailing the same will be borne by us. Each invoice shall state in a manner
satisfactory to you that the Receivable has been assigned to you and is payable
in United States dollars to you only. We will promptly give you confirmatory
written assignments of all Receivables with copies of the related invoices and
all shipping and delivery receipts. However, the issuance of invoices to
customers shall itself constitute the assignment to you of the Receivables
represented thereby. We will keep all shipping and delivery receipts and copies
of all invoices at our office available for your inspection, and we will deliver
them to you promptly at your request. The sale of our Receivables to you and
your ownership thereof will be properly reflected on our books. You may at all
times during normal business hours and reasonable hours and upon reasonable
prior notice have access to and inspect, review and make extracts from, and
after default retain at our expense a custodian to remove from our premises and
retain custody of, all of our records, files and books of account, and we shall
furnish you at such intervals as you may require with statements showing our
business or financial condition or prospects and the results of our operations.
You may charge our account for the costs of any such inspection or review of our
records, files and books of account; provided, however, that so long as we are
not in default of this Agreement or any other agreement between us beyond any
stated grace period, you will not audit our books and records more than twice in
any calendar year.
If any remittances are made directly to us, we shall hold them as your
property and immediately deliver to you the identical checks, monies or other
forms of payment received and you and your Refactor shall have the right to
endorse our name on all such remittances.
4. (a) The purchase price of Receivables accepted by you is to be the Net
Amount thereof, which less any debits and reserves, will be due and payable on
the Payment Date. You may retain from sums payable to us a reserve, which
reserve may be revised from time to time at your discretion, in order to provide
for Disputes, possible credit losses on unapproved Receivables, and the
Obligations. A discount, credit or allowance after issuance or granting may not
be claimed by us, but may be claimed solely by the customer; no third party
beneficiary rights are created hereby.
(b) "Net Amount" of Receivables shall mean the gross amount of Receivables,
less discounts, less returns, less credits or allowances of any nature at any
time issued, owing, granted or outstanding, and less also your commission as set
forth herein.
(c) "Payment Date" shall mean (i) for each Approved Receivable for which
you retain the credit risk, the date of deposit of customer payment by you plus
ten__ (10) Banking Days for collection and clearance of checks or, if such
Receivable is not paid, one hundred twenty (120) days after the due date of the
Receivable or, if such day is not a Banking Day, the next Banking Day; and (ii)
for each Receivable for which you do not bear the credit risk, the date of
deposit of customer payment by you plus ten (10) Banking Days for collection and
clearance of checks. Payment Date may be delayed to the next Banking Day
following the day of application of remittances to Receivables.
(d) "Banking Days" shall mean; a day for dealings by and between banks,
excluding Saturday, Sunday and any day which shall be a legal holiday in the
City of Atlanta, Georgia or in the State of New Jersey, and any other day on
which banking institutions are authorized to close in the City of Atlanta,
Georgia or the State of New Jersey.
(e) Prior to Payment Date, upon our request and at your sole discretion,
you may advance us up to 80 % of the purchase price of Receivables accepted for
assignment less charges and reserves ("Advance"). Any additional amounts
advanced us shall also be subject to this Agreement. Notwithstanding the
foregoing, the total amount of advances and other charges to our account at any
given time shall not exceed $ 1,000,000.00 . If you in your own discretion agree
to advance us funds in excess of the Advance ("Over Advance"), unless otherwise
agreed to between us in writing at the time of the Over Advance, we shall pay
you a fee equal to 1% per month of the maximum amount of the Over Advance
outstanding during the month or any portion of the month.
5. (a) You shall be entitled to a commission on all Receivables purchased
by or assigned to you, which commission shall be due and payable at the time of
your acceptance of the purchase or assignment of the Receivables and shall be an
amount equal to one and one quarter percent (1.25 %) of the gross amount of each
of the underlying invoices. On all sales made on terms exceeding sixty (60)
days, your commission shall be increased by 25% of the above commission rate for
each additional thirty (30) days or part thereof. The minimum factoring
commission on each invoice shall be Five Dollars and Fifty Cents ($5.50). We
will immediately inform you in writing of any credits, deductions or allowances
with respect to any Receivable.
(b) On the last day of each month during the twelve month period beginning
December 2001, and ending November 2003, we shall pay and you will charge our
account a commission in such amount that the total commissions paid since the
beginning of such twelve (12) month period shall equal the greater of the
commissions referred to in paragraphs 5(a) earned during such period or One
Thousand Two Hundred Fifty Dollars and No Cents ($ 1,250.00) times the number of
elapsed months in such period; provided, however, that the minimum commissions
paid by us shall be Fifteen Thousand Dollars and No Cents ($ 15,000.00) for the
twelve ( 12 ) month period beginning December 2002 and ending November 2003 or
part thereof should this Agreement be terminated earlier and each succeeding
twelve (12) month period thereafter or part thereof.
6. You will send us a monthly statement of our account which shall
constitute an account stated and be binding upon us with respect to the matters
stated therein and any matters previously reported to us which are incorporated
therein, except to the extent that written exceptions are served upon you within
thirty days after such statement is rendered.
7. Interest shall be charged for the exact number of days that advances of
the purchase price are made prior to Payment Date and for the number of days
that advances or other charges to our account remain outstanding at the rate
which shall be two percent (2 %) per annum above the rate publicly announced by
Bank of America, or any institution substituted by you upon 30 days written
notice from time to time as its prime rate (the "prime rate"), except, however,
that the interest rate shall in no event be less than nine percent (9%) per
annum. In no event shall the interest rate be higher then the maximum rate
permitted under applicable law. Interest shall be computed on the basis of a
year of three hundred sixty (360) days, for actual elapsed days. Changes in the
rate shall be effected monthly to reflect changes in the Prime Rate as follows:
The rate shall be adjusted on the first day of each month based on the Prime
Rate in effect at the close of business on the last Banking Day of the
immediately preceding month. After termination, we shall pay interest on our
obligations hereunder at the rate of (a) eighteen percent (18%) per annum or (b)
six percent (6%) per annum plus the Prime Rate, whichever is greater, with
changes to such rate of interest to take effect as hereinbefore provided. For
the purpose of interest calculation, commissions earned during each month shall
be deemed charged to our account on the date that specific Receivables are
assigned to you.
8. We hereby grant to you a continuing security interest in, and the right
of set-off with respect to the following Collateral: (i) all of our presently
existing and hereafter created accounts receivable (whether or not acceptable to
you or specifically assigned to you and whether arising before or after the
termination of this agreement), accounts, instruments, contract rights, chattel
paper, documents, and general intangibles, the proceeds thereof and the goods
represented thereby; (ii) all monies, securities and other property now or
thereafter held or received by or in transit to Westgate from us, whether for
safekeeping, pledge, custody, transmission, collection, or otherwise, and all of
your deposits and credit balances in Westgate's possession (including, without
limitation, all amounts owing by you to us, whether then or thereafter payable,
under or in connection with this Agreement); (iii) all returned, reclaimed or
repossessed goods and the documents evidencing or relating to the accounts
receivable, accounts, instruments, contract rights, chattel paper, documents,
and general intangibles and the proceeds thereof; and (iv) the proceeds of any
insurance policies covering any of the foregoing. All of the foregoing shall
secure payment and performance of all of our Obligations at any time owing to
you. As used in this Agreement, the term "Obligations" means and includes all
loans advances, debts, liabilities, obligations, debit balances, covenants and
duties, of every kind and description, owing by us to you under this Agreement
including our indemnified liabilities as defined in subparagraph (A) of this
Paragraph 8, any other agreement, by operation of law or otherwise (whether or
not evidenced by any note or other instrument and whether or not for the payment
of money), direct or indirect, absolute or contingent, due or to become due, now
or existing or hereafter arising, including, without limitation, any debt,
liability or obligation owing from us to others (excluding institutions other
than you, your affiliates or your subsidiaries) which you may have obtained by
assignment or otherwise. You are irrevocably authorized at any time to charge
our account (and against any credit balance on your books in our favor, whether
matured or unmatured) the amount of any or all of the Obligations. We shall pay
to you on demand any debit balance at any time existing in our account, with
interest as provided in Paragraph 7. We shall execute and deliver to you such
other documents and instruments, including, without limitation, Uniform
Commercial Code ("UCC") financing statements or amendments, as you may request
from time to time. In addition, you are hereby authorized to file financing
statements under the UCC, with respect to the above collateral, signed only by
you. We also hereby grant you a power of attorney, which shall be deemed coupled
with an interest and shall be irrevocable, to sign our name on any UCC financing
statement or any amendment thereto. We shall not create or permit to exist any
lien or security interest on any of the Collateral, except in your favor. We
shall furnish you, from time to time, such financial information and records
regarding our business and financial condition as you may request; and you may
(at our cost and expense) inspect, examine and make copies of our business and
financial records as you may from time to time desire.
(A) We will (a) pay or reimburse you for all of your out-of-pocket costs
and expenses incurred in connection with the preparation and execution of, and
any amendment, supplement or modification to, this Agreement and related
documents ("Transaction Documents") and the consummation of the transactions
contemplated hereby and thereby, including, without limitation, the fees and
disbursements of counsel to you (whether or not such counsel is affiliated with
you), (b) pay or reimburse you for all its costs and expenses incurred in
connection with the enforcement or prevention of any rights under the
Transaction Documents, and the verification of the Accounts Receivable and the
credit worthiness of the account debtors, including, without limitation, fees
and disbursements of counsel to you (whether or not such counsel is affiliated
with you) and any collateral evaluation (e.g. field examinations, collateral
analysis or other business analysis) performed by you or for your benefit as you
deem necessary; (c) pay, indemnify, and hold you harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from, any delay in paying, stamp, excise and other taxes, if any,
which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement of modification of, or any waiver
or consent under or in respect of, the Transaction Documents; (d) pay,
indemnify, and hold you harmless from and against any and all claims,
liabilities, obligations, losses, damages, penalties, actions, judgements,
suits, costs, expenses or disbursements of any kind or nature whatsoever,
whether threatened, pending or determined (including attorney's fees and court
costs now or hereafter arising from the enforcement of this clause), (1) with
respect to the execution, delivery, enforcement and performance of the
Transaction Documents, including, without limitation, the custody, preservation,
use or operation of, or the sale of, collection from, or other realization upon,
any collateral, or (2) arising directly or indirectly from our activities or any
subsidiary, predecessors in interest, or thirds parties with whom we have a
contractual relationship, or arising directly from the violation of any
environmental protection, health, or safety law, whether such claims are
asserted by any governmental agency or any other person, or (3) arising by
virtue of or in connection with any representation or warranty by us being
untrue as of the date made or any agreement or covenant by us not being
performed as and when required hereunder (all of the foregoing, collectively,
the "indemnified liabilities"); provided, that we shall have no obligation
hereunder to you with respect to indemnified liabilities arising from (i) the
gross negligence or willful misconduct of you, (ii) salaries and other amounts
payable by you to your employees in the ordinary course of business (other than
legal fees specifically billed with respect to a particular matter to which the
foregoing relates) or (iii) expenses incurred by you (other than those
specifically enumerated above) in the ordinary course of business in connection
with the performance of your obligations hereunder. To the extent that you shall
incur costs or expenses, or shall provide amounts to us in excess of amounts
otherwise delivered hereunder as Advances, all such amounts shall bear interest
at the rate set forth in Paragraph 7.
9. We warrant that all Receivables are, and at the time of assignment to
you, will be bona fide and existing obligations of our customers arising out of
the sale of goods and/or rendition of services in the ordinary course of our
business, free and clear of all liens, security interests and encumbrances; that
no Receivables represent sales to our customers on a guaranteed margin or xxxx
up or sales of goods on consignment, or are otherwise subject to return by our
customer; that all Receivables are and will be owned by and owing to us without
any Dispute; that we will not pledge your credit for any purpose whatsoever; and
that we are now and at all times during the term of this Agreement will be
solvent and fully authorized to assign and sell the Receivables to you hereunder
without any restriction of any kind and to grant you the security interests
granted herein. We will notify you promptly of Disputes and settlement of all
Disputes shall be at our cost and expense, including attorney's fees, and we
will pay you promptly the amount of the Receivable affected thereby. We shall
immediately issue a credit memo for any return, allowance, discount or any other
item that reduces the value of the Receivables and assign such credit memo to
you. However, if any Dispute is not settled by us within (5) days after the
maturity date of the invoice or within such shorter period as you may determine,
you may settle, compromise or litigate such Dispute in your or our name upon
such terms as you in your sole discretion deem advisable and for our account and
risk. You may also in your discretion and without notice to us take possession
of and sell any returned goods at such prices and upon such terms as you deem
advisable. You may charge any deficiency, and all costs and expenses, including
attorney's fees, to us. In addition to all other rights to which you may be
entitled under this Agreement, if there is any Dispute as to any Receivable, or
if any Receivable on which we have the Credit Risk is evidenced by an invoice
for less than One Hundred Dollars ($100.00) is unpaid at its maturity, you may
at any time charge the amount of such Receivable back to us. Immediately upon
the occurrence of any Dispute, and regardless of the date on which you charge
back the affected Receivable, the Credit Risk on such Receivable, to the extent
theretofore borne by you, shall automatically revert to us. You may also charge
back the amount of any Receivable which is not paid to you on maturity due to
the acts of God, war, civil strife, currency restrictions, foreign political
impediments or the like. The chargeback of a Receivable shall not constitute a
reassignment of the Receivable, and title thereto and to the goods represented
thereby shall remain in you until all Obligations are paid in full.
10. In the event of any breach by us of any provision, or upon a default as
hereafter defined, or upon the termination of this Agreement, we will pay all
Obligations upon demand. This Agreement may be terminated by either party giving
written notice to the other by certified or registered mail or prepaid telegram,
or receipted overnight courier stating a termination date not less than sixty
(60) days from the date such notice is mailed or dispatched; provided, however,
that you may give us such notice at any time, and we may give such notice to you
to take effect no earlier than the first anniversary of this agreement and only
upon the full and complete satisfaction of all of our Obligations to you. The
effective date of this Agreement shall be the date of your acceptance set forth
below. Notices shall be deemed given when sent or dispatched to either of us at
our respective addresses set forth below. Notwithstanding any termination of
this Agreement, all your rights and security interests and all of the terms,
conditions, and provisions hereof shall continue in full force and effect and
until all transactions entered into prior to termination have been fully
concluded and all Obligations have been paid in full. We shall also pay to you
on demand the amount of any Obligations arising after termination of this
Agreement.
11. If any of the following events (each herein referred to as a "Default")
shall occur:
(a) Any representation, warranty or covenant made by us in the Agreement or
related documents shall prove to have been incorrect, incomplete or misleading
on or as of the date made or deemed made; or
(b) We shall fail to perform or observe any term covenant or agreement
contained in the Agreement and related documents and such failure shall continue
for a period of five (5) days after written notice thereof from you; or
(c) You shall reasonably believe that we are failing to tender all of our
Accounts Receivable to you for purchase pursuant to Paragraph 1 of this
Agreement; or we shall have failed to tender any Accounts Receivable to you for
purchase for a period of sixty (60) or more consecutive business days; or
(d) We shall instruct any Account Debtor to mail or deliver payment on
Accounts Receivable to us or to any person other than you or deposit any check
from an Account Debtor for payment of an Accounts Receivable; or
(e) Without your prior written consent, there shall be such change in the
ownership of our shares that the shareholders of record as of the date of this
Agreement no longer own more than 50% of all classes of our voting stock or no
longer control our operations: or
(f) We (i) shall generally not pay, or shall be unable to pay, or shall
admit in writing our inability to pay our debts as such debts become due; or
(ii) shall make an assignment for the benefit of creditors, or petition or apply
to any tribunal for the appointment of a custodian, receiver, or trustee for us
or a substantial part of our assets; or (iii) shall commerce any proceeding
under any bankruptcy, reorganization, arrangement, readjustment of debt,
dissolution, or liquidation law or statute of any jurisdiction, whether now or
hereafter in effect; or (iv) shall have had any such petition or application
filed or any such proceeding commenced against us in which an order for relief
is entered or an adjudication or appointment is made; or (v) shall take any
corporate action indicating its consent to, approval of, or acquiescence in any
such petition, application, proceeding, or order for relief or the appointment
of a custodian, receiver, or trustee for all or any substantial part of our
properties; or (vi) shall suffer any such custodianship, receivership, or
trusteeship to continue undischarged then, and in any such event and in addition
to your rights set forth in Paragraph 10, you, without notice to us, may
exercise all of the rights provided in this Agreement and, by notice to us, may:
(i) declare the Obligations and all other amounts payable under the agreement to
be forthwith due and payable, whereupon all such other amounts shall become and
be forthwith due and payable, without demand, protest, or further notice of any
kind, all of which are hereby expressly waived by us; or (ii) declare that your
Obligation to purchase and/or administer Accounts Receivable pursuant to this
Agreement is terminated, whereupon such obligation or obligations shall
forthwith terminate; or (iii) both. You may also terminate your obligation to
purchase additional Accounts Receivable pursuant to this Agreement without
terminating this Agreement or your right to administer Accounts Receivable
pursuant to the terms hereof. In addition, we shall pay you a liquidation fee
("Liquidation Fee") in the amount one percent (1.0%) of the face amount of each
receivable outstanding at any time during a "liquidation period" (as defined
below). For the purposes hereof, "liquidation period" means a period: (i)
beginning on the earliest date of x) an event of default beyond any applicable
cure period, or (y) the cessation of business by us; and (ii) ending on the date
on which you have actually received fees, costs, expenses and other amounts due
and owing to you under the Agreement and related documents. The Liquidation Fee
shall be paid on the earlier to occur of: (i) the date on which you collect the
applicable Account Receivable; and (ii) the 90th day from the invoice of such
Account Receivable by deduction from any amount otherwise due from you to us
directly, at your option. We and you acknowledge that the actual damages that
would be incurred by you after the occurrence of a Default would be difficult to
quantify and that we and you have agreed that the fees and obligations set forth
in this paragraph and in this Agreement would constitute fair and appropriate
liquidated damages in the event of any such termination.
12. This Agreement shall bind and inure to the benefit of the parties
hereto and their respective successors and assigns, cannot be changed or
terminated orally, and is the complete agreement between the parties. No delay
or failure on your part in exercising any right or option hereunder shall
operate as a waiver of such or of any other right or option, and no waiver
whatsoever shall be valid unless in writing signed by you and then only to the
extent therein set forth. We understand that this Agreement is a legally binding
document and represent that you have advised us to consult with legal counsel
regarding the obligations, rights and duties hereunder and that we have executed
this Agreement freely and knowingly. This Agreement is made in the State of New
Jersey and shall be interpreted according to the laws of said State. Each party
hereby consents to exclusive jurisdiction of any United States District Court or
State Court located within the State of New Jersey or the State of New York with
respect to any controversy arising out of or relating to this Agreement or any
supplement hereto or to any transaction in connection herewith, and waives
personal service of summons and complaint or other process or papers to be
issued therein and agrees that service of such summons and complaint or process
may be effected by sending the same by both registered or certified mail and
regular mail addressed to the address set forth below or receipted overnight
courier; failure of the party to appear or answer within twenty days (or such
longer period as may be required under the Rules of Court of the Court in which
the claim is filed) after mailing of such summons, complaint or process shall
constitute a default entitling the other party to enter a judgment or order as
demanded or prayed for therein.
13. You may assign your rights to Receivables to any Refactor, and upon
such assignment, such Refactor shall have all of your rights with respect
thereto hereunder. For purposes hereof, the term Refactor shall mean Bank of
America, or any other factoring company with whom you enter into a refactoring
agreement.
14. IN CONNECTION WITH ANY CAUSE OF ACTION OR OTHER LEGAL PROCEEDING
BROUGHT PURSUANT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT OR TO ENFORCE ANY
RIGHTS UNDER THIS AGREEMENT THE PARTIES HERETO WAIVE ANY RIGHT TO A JURY TRIAL .
15. For and in consideration of you entering into this Factoring Agreement
on the terms and conditions contained in this Agreement and all amendments which
may be entered into from time to time, we agree that during the term of the
Factoring Agreement and for a period of three years after termination of the
Factoring Agreement, neither we nor an affiliate or any business entity in which
we or any shareholder of us is a principal will directly or indirectly factor
its accounts receivable or enter into an asset based lending relationship with
any business entity, or affiliate of a business entity, with whom you refactored
our accounts receivable.
16. This Agreement shall only be effective upon your acceptance of the
Agreement at your offices in Hoboken, New Jersey. Delivery of an accepted copy
of this Agreement to us shall not be a condition to its effectiveness.
ATTEST:
By: /s/Xxxxxx X. Xxxxxxxxx By: /s/ Xxxxxxx Xxxxxx
----------------------------- ----------------------
Xxxxxx X. Xxxxxxxxx, Secretary Xxxxxxx Xxxxxx, President
Xxxxxx Xxxxxxxxx, Vice President
/s/Xxxxxx Xxxxxxxxx
Dated: January 6, 2003
ACCEPTED:
WESTGATE FINANCIAL CORP.
By: /s/Xxxxx X. Xxxxx
-----------------------------
Xxxxx X. Xxxxx, President
Effective Date: January 8, 2003
CORPORATE PROOF BY THE SUBSCRIBING WITNESS
State of New York, County of Kings
I am an officer authorized to take acknowledgments and proofs in this
state.
On January 6 , 2003, Xxxxxx X. Xxxxxxxxx (from now on called the "Witness")
appeared before me in person. The Witness was duly sworn by me according to law
under oath and stated and proved to my satisfaction that:
1. The Witness is the Secretary of the Corporation, which is party to this
Factoring Agreement.
2. Xxxxxx Xxxxxxxxx , the officer who signed this Factoring Agreement, is the
Vice President of the Corporation (from now on called the "Corporate Officer").
3. The making, signing, sealing and delivery of this Factoring Agreement has
been duly authorized by a proper resolution of the Board of Directors of the
Corporation.
4. The Witness knows the corporate seal of the Corporation. The seal affixed to
this Factoring Agreement is the corporate seal of the Corporation. The seal was
affixed to this Factoring Agreement by the Corporate Officer. The Corporate
Officer signed and delivered this Factoring Agreement as and for the voluntary
act and deed of the Corporation. All this was done in the presence of the
Witness who signed this Factoring Agreement as attesting witness. The Witness
signs this proof to attest to the truth of these facts.
Sworn to and signed before me on the date written above.
/s/Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx, Witness
/s/Xxxx X. Xxxxx
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Notary's signature. Print, stamp or type name
and title directly beneath.
XXXX X. XXXXX
Notary Public State of New York
No. 02KE6020861
Qualified in Queens County
Commission Expires 6/1/03
