|
| LOAN NUMBER |
LOAN NAME |
ACCT. NUMBER |
AGREEMENT DATE |
INITIALS |
| CL522040275-1 |
WidePoint
Corporation |
|
01/02/08 |
|
NOTE AMOUNT |
INDEX (w/Margin) |
RATE |
MATURITY DATE |
LOAN PURPOSE |
| $5,000,000.00 |
Wall Street Journal
Prime plus 0.250% |
7.5% |
04/30/09 |
Commercial |
|
|
Creditor Use Only |
|
|
|
COMMERCIAL LOAN
AGREEMENT
Accounts Receivable and/or Inventory Financing
DATE AND PARTIES. The date of this
Commercial Loan Agreement (Agreement) is January 2, 2008. The parties and their
addresses are as follows:
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CARDINAL
BANK
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WIDEPOINT
CORPORATION
a Delaware Corporation
One Lincoln Centre
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WIDEPOINT
IL, INC.
an Illinois Corporation
One Lincoln Centre
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WP
NBIL, INC.
an Illinois Corporation
One Lincoln Centre
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CHESAPEAKE
GOVERNMENT TECHNOLOGIES, INC.
a Delaware Corporation
One Lincoln Centre
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OPERATIONAL
RESEARCH CONSULTANTS, INC.
a Virginia Corporation
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ISYS,
LLC
a Virginia Limited Liability Company
One Lincoln Center
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1. DEFINITIONS.
For the purposes of this Agreement, the following terms have the following
meanings.
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A.
Accounting Terms. In this Agreement, any accounting terms that
are not specifically defined will have their customary meanings under
generally accepted accounting principles. |
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B.
Insiders. Insiders include those defined as insiders by the
United States Bankruptcy Code, as amended; or to the extent left
undefined, include without limitation any officer, employee,
stockholder or member, director, partner, or any immediate family
member of any of the foregoing, or any person or entity which,
directly or indirectly, controls, is controlled by or is under common
control with me. |
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C.
Loan. The Loan refers to this transaction generally, including
obligations and duties arising from the terms of all documents
prepared or submitted for this transaction. |
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▇.
▇▇▇▇▇▇▇▇. The pronouns “I”, “me” and “my” refer
to every Borrower signing this Agreement, individually or together, and
their heirs, successors and assigns. “You” and “your” refers
to the Loan’s lender, any participants or syndicators, or any
person or company that acquires an interest in the Loan and their
successors and assigns. |
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E.
Property. Property is any property, real, personal or
intangible, that secures my performance of the obligations of this
Loan. |
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F.
Asset-Based Financing Definitions. For the purposes of this
Agreement, the following terms will have the following meanings. |
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(1) Account Debtors. Account Debtors are persons who are obligated on the
Accounts Receivable. |
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(2)
Account Guarantors. Account Guarantors are persons who have guarantied
certain Accounts Receivable. |
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(3)
Accounts Receivable. Accounts Receivable will include all of the following. |
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(a)
Accounts and Other Rights to Payment. All rights I have now or in the
future to payments including, but not limited to, payment for goods and other
property sold or leased or for services rendered, whether or not I have earned
such payment by performance. This includes any rights and interests (including
all guaranties, standby letters of credit, liens and security interests) which
I may have by law or agreement against any Account Debtor. |
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(b)
General Intangibles. All general intangibles including, but not limited to,
tax refunds, applications for patents, patents, copyrights, trademarks, trade
secrets, good will, trade names, customer lists, permits and franchises, and
the right to use my name. |
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(c)
Proceeds. All proceeds from the disposition or collection of Accounts
Receivable. |
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(4)
Eligible Accounts Receivable. Eligible Accounts Receivable include all of
my Accounts Receivable that are and continue to be acceptable to you in all
respects. Criteria for eligibility may be revised by you at any time. Eligible
Accounts Receivable exclude all of the following Accounts Receivable: the
entire balance of any Accounts Receivable that has been due and owing for more
than 90 days from the invoice dates; all of the remaining Accounts Receivable
owed by an Account Debtor when this Account Debtor is overdue on one account;
and those which you in your sole discretion disqualify as an Eligible Account.
Except in such case where Accounts Receivable are disqualified in relation to
payments not received within 90 days of the invoice date, Lender shall provide
written notification to Borrower prior to revising the criteria for
eligibility, or prior to otherwise disqualifying Accounts Receivable. |
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(5)
Inventory. Inventory includes all inventory which I hold for ultimate sale
or lease, or which has been or will be supplied under contracts of service, or
which are raw materials, work in process, or materials used or consumed in my
business. |
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(6)
Eligible Inventory. Eligible Inventory includes all of my Inventory that is
and continues to be acceptable to you in all respects. Criteria for eligibility
may be revised by you at any time. Eligible Inventory excludes all Inventory
that I do not own or that is subject to a competing claim, lien or encumbrance
or that which you in your sole discretion disqualify as Eligible Inventory. |
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(7)
Value of Eligible Inventory. The Value of Eligible Inventory is the lower
of the Eligible Inventory’s cost or fair market value as determined by
consistently applied generally accepted accounting principles under the and any
additional written valuation guidelines you provide me. |
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(8)
Overadvance. An Overadvance is made when advances exceed the maximum
outstanding Principal balance. |
2. ADVANCES. Advances
under this Agreement are made according to the following terms and conditions.
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A.
Asset Based Financing — Revolving Draw. In accordance with
the terms of this Agreement and other Loan documents, you will
provide me with a revolving draw note and the maximum outstanding
principal balance will be the lesser of $5,000,000.00 (Principal) or
the Borrowing Base. The Borrowing Base is the sum of the following
amounts. |
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(1)
80 percent of Eligible Accounts Receivable. |
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(2)
0.00 percent of the Value of Eligible Inventory, not to exceed $0.00. |
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As
long as I owe any amounts to you under the Loan, I will calculate this Borrowing Base as
of the close of my business day at the end of each month, and within 10 busines days, and
I will provide you with a Borrowing Base Certificate containing an assignment of any
Accounts Receivable and Inventory. The Borrowing Base Certificate will be in form and
substance acceptable to you, will contain my Borrowing Base calculation and will be
certified and signed by me or my officer. My calculation of my Borrowing Base is subject
to your confirmation or redetermination. Your calculation of the Borrowing Base will be
the final determination when your calculation of the Borrowing Base ratio differs from
mine. |
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B.
Requests for Advances. My requests are a warranty that I am in
compliance with all the Loan documents. When required by you for a
particular method of advance, my requests for an advance must specify
the requested amount and the date and be accompanied with any
agreements, documents, and instruments that you require for the Loan.
Any payment by you of any check, share draft or other charge may, at
your option, constitute an advance on the Loan to me. All advances
will be made in United States dollars. I will indemnify you and hold
you harmless for your reliance on any request for advances that you
reasonably believe to be genuine. To the extent permitted by law, I
will indemnify you and hold you harmless when the person making any
request represents that I authorized this person to request an
advance even when this person is unauthorized or this person’s
signature is not genuine. |
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I
or anyone I authorize to act on my behalf may request advances by the following methods. |
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(1)
I make a request in person. |
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(2)
I make a request by phone. |
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(3)
I make a request by mail. |
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(4)
I make a request by fax. or otherwise designate in writing circumstances
for which advances will be made. |
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C.
Advance Limitations. In addition to any other Loan conditions,
requests for, and access to, advances are subject to the following
limitations. |
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(1)
Discretionary Advances. You will make all Loan advances at your sole
discretion. |
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(2)
Advance Amount. Subject to the terms and conditions contained in this
Agreement, advances will be made in exactly the amount I request. |
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(3)
Disbursement of Advances. On my fulfillment of this Agreement’s terms
and conditions, you will disburse the advance in any manner as you and I agree. |
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(4)
Credit Limit. I understand that you will not ordinarily grant a request for
an advance that would cause the unpaid principal of my Loan to be greater than
the Principal limit. You may, at your option, grant such a request without
obligating yourselves to do so in the future. |
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(5)
Records. Your records will be conclusive evidence as to the amount of
advances, the Loan’s unpaid principal balances and the accrued interest. |
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(6)
Repayment Of Overadvances. I will pay any Overadvances in addition to my
regularly scheduled payments. I will repay any Overadvance by repaying you in
full within one day after the Overadvance occurs, except I may repay an
Overadvance of $100.00 or less within 3 days if the outstanding Principal
balance, including the excess, does not exceed the liquidation value of
Accounts Receivable and Inventory and the Overadvance resulted from you
declaring ineligible previously Eligible Accounts Receivable and Inventory.
Otherwise, I will repay any Overadvance by making periodic payments to you as
you request. |
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D.
Conditions. I will satisfy all of the following conditions
before you either issue any promissory notes or make any advances
under this Agreement. |
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(1)
No Default. There has not been a default under this Agreement or other Loan
documents nor would a default result from making the Loan or any advance. |
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(2)
Information. You have received all documents, information, certifications
and warranties as you may require, all properly executed, if appropriate, on
forms acceptable to you. This includes, but is not limited to, the documents
and other items listed in the Loan Checklist Report which is hereby
incorporated by reference into this Agreement. |
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(3)
Inspections. You have made all inspections that you consider necessary and
are satisfied with this inspection. |
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(4)
Conditions and Covenants. I will have performed and complied with all
conditions required for an advance and all covenants in this Agreement and any
other Loan documents. |
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(5)
Warranties and Representations. The warranties and representations
contained in this Agreement are true and correct at the time of making the
requested advance. |
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(6)
Financial Statements. My most recent financial statements, Inventory or
Accounts Receivable schedules and other financial reports, delivered to you,
are current, complete, true and accurate in all material respects and fairly
represent my financial condition. |
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(7)
Bankruptcy Proceedings. No proceeding under the United States Bankruptcy
Code has been commenced by or against me or any of my affiliates. |
3. DEMAND.
I will repay the Loan by April 30, 2009, which is the current
maturity date of the Loan, subject to any renewal or extension of
this maturity by the Lender.
4.
WARRANTIES AND REPRESENTATIONS. I make to you the following
warranties and representations which will continue as long as this
Loan is in effect, except when this Agreement provides otherwise.
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A.
Power. I am duly organized, and validly existing and in good
standing in all jurisdictions in which I operate. I have the power
and authority to enter into this transaction and to carry on my
business or activity as it is now being conducted and, as applicable,
am qualified to do so in each jurisdiction in which I operate. |
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B.
Authority. The execution, delivery and performance of this Loan
and the obligation evidenced by the Note are within my powers, have
been duly authorized, have received all necessary governmental
approval, will not violate any provision of law, or order of court or
governmental agency, and will not violate any agreement to which I am
a party or to which I am or any of my property is subject. |
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C.
Name and Place of Business. Other than previously disclosed in
writing to you I have not changed my name or principal place of
business within the last 10 years and have not used any other trade
or fictitious name. Without your prior written consent, I do not and
will not use any other name and will preserve my existing name, trade
names and franchises. |
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D.
Loan Purpose. This Loan is for Commercial purposes. |
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E.
No Other Liens. I own or lease all property that I need to
conduct my business and activities. I have good and marketable title
to all property that I own or lease. All of my Property is free and
clear of all liens, security interests, encumbrances and other
adverse claims and interests, except those to you or those you
consent to in writing. |
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F.
Compliance With Laws. I am not violating any laws, regulations,
rules, orders, judgments or decrees applicable to me or my property,
except for those which I am challenging in good faith through proper
proceedings after providing adequate reserves to fully pay the claim
and its challenge should I lose. |
5.
FINANCIAL STATEMENTS. I will prepare and maintain my financial
records using consistently applied generally accepted accounting
principles then in effect. I will provide you with financial
information in a form that you accept and under the following terms.
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A.
Certification. I represent and warrant that any financial
statements that I provide you fairly represents my financial
condition for the stated periods, is current, complete, true and
accurate in all material respects, includes all of my direct or
contingent liabilities and there has been no material adverse change
in my financial condition, operations or business since the date the
financial information was prepared. |
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B.
Frequency. Annually, I will provide to you my financial
statements, tax returns, annual internal audit reports or those
prepared by independent accountants as soon as available or at least within 120 days
after the close of each of my fiscal years. Any annual financial statements that I
provide you will be audited statements. |
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(1)
Interim Financial Reports. Each fiscal quarter, I will provide to you my
financial statements, internal audit reports or those prepared by independent
accountants, tax reports, statements of cash flow, budgets and forecasts,
certificates and schedules of Property as soon as available or at least within
60 days after the close of this business period. Any interim financial
statements that I provide you will be certified for the purposes of 10Q
financial reporting. |
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(2)
Inventory Schedule. Each month (reporting period), I will provide you with
an Inventory schedule within 20 days after the end of this reporting period or
with the frequency and promptness you otherwise request. The Inventory schedule
will list the cost and wholesale value of all Inventory and all Eligible
Inventory. The Inventory schedule will also identify whether a bailee has
possession of the Inventory and whether the Inventory is represented by a
warehouse receipt, bill of lading or similar documents or instruments. The
Inventory schedule will identify the Accounts Receivable, contracts,
collections and property relating to the Inventory. |
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(3)
Accounts Receivable Schedule. Each month (reporting period), I will provide
you with an Accounts Receivable schedule within 10 days after the end of this
reporting period or with the frequency and promptness you otherwise request.
The Accounts Receivable schedule will assign the Accounts Receivable to you and
will list the Account Debtor’s name, address, phone number and amounts and
dates due, documents and instruments evidencing and creating the account and
aged reports of the Accounts Receivable. At your request, I will also include
copies of customers’ invoices, evidence of shipment or delivery and any
other information that you request. |
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C.
Requested Information. I will provide you with any other
information about my operations, financial affairs and condition
within 30 days after your request. |
6.
COVENANTS. Until the Loan and all related debts, liabilities
and obligations are paid and discharged, I will comply with the
following terms, unless you waive compliance in writing.
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A.
Participation. I consent to you participating or syndicating
the Loan and sharing any information that you decide is necessary
about me and the Loan with the other participants or syndicators. |
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B.
Inspection. Upon reasonable notice, I will permit you or your
agents to enter any of my premises and any location where my Property
is located during regular business hours to do the following. |
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(1)
You may inspect, audit, check, review and obtain copies from my books,
records, journals, orders, receipts, and any correspondence and other business
related data. |
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(2)
You may discuss my affairs, finances and business with any one who provides
you with evidence that they are a creditor of mine, the sufficiency of which
will be subject to your sole discretion. |
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(3)
You may inspect my Property, audit for the use and disposition of the
Property’s proceeds and proceeds of proceeds; or do whatever you decide is
necessary to preserve and protect the Property and your interest in the
Property. |
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After
prior notice to me, you may discuss my financial condition and business operations with
my independent accountants, if any, or my chief financial officer and I may be present
during these discussions. As long as the Loan is outstanding, I will direct all of my
accountants and auditors to permit you to examine my records in their possession and to
make copies of these records. You will use your best efforts to maintain the
confidentiality of the information you or your agents obtain, except you may provide your
regulator, if any, with required information about my financial condition, operation and
business or that of my parent, subsidiaries or affiliates. |
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C.
Business Requirements. I will preserve and maintain my present
existence and good standing in the jurisdiction where I am organized
and all of my rights, privileges and franchises. I will do all that
is needed or required to continue my business or activities as
presently conducted, by obtaining licenses, permits and bonds
everywhere I engage in business or activities or own, lease or locate
my property. I will obtain your prior written consent before I cease
my business or before I engage in any new line of business that is
materially different from my present business. |
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D.
Compliance with Laws. I will not violate any laws, regulations,
rules, orders, judgments or decrees applicable to me or my Property,
except for those which I challenge in good faith through proper
proceedings after providing adequate reserves to fully pay the claim
and its appeal should I lose. Laws include without limitation the
Federal Fair Labor Standards Act requirements for producing goods,
the federal Employee Retirement Income Security Act of 1974‘s
requirements for the establishment, funding and management of
qualified deferred compensation plans for employees, health and
safety laws, environmental laws, tax laws, licensing and permit laws.
On your request, I will provide you with written evidence that I have
fully and timely paid my taxes, assessments and other governmental
charges levied or imposed on me, my income or profits and my
property. Taxes include without limitation sales taxes, use taxes,
personal property taxes, documentary stamp taxes, recordation taxes,
franchise taxes, income taxes, withholding taxes, FICA taxes and
unemployment taxes. I will adequately provide for the payment of
these taxes, assessments and other charges that have accrued but are
not yet due and payable. |
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E.
New Organizations. I will obtain your written consent and any
necessary changes to the Loan documents before I organize or
participate in the organization of any entity, merge into or
consolidate with any one, permit any one else to merge into me,
acquire all or substantially all of the assets of any one else or
otherwise materially change my legal structure, management, ownership
or financial condition. |
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F.
Other Liabilities. I will not incur, assume or permit any debt
evidenced by notes, bonds or similar obligations, except in the
following allowable circumstances: debt in existence on the date of
this Agreement and fully disclosed to you; debt subordinated in
payment to you on conditions and terms acceptable to you; accounts
payable incurred in the ordinary course of my business and paid under
customary trade terms or contested in good faith with reserves
satisfactory to you, and any other debt so requested by the Borrower
for which written approval is provided in advance by the Lender. |
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G.
Notice to You. I will promptly notify you of any material
change in my financial condition, of the occurrence of a default
under the terms of this Agreement, or a default by me under any
agreement between me and any third party which materially and
adversely affects my property, operations, financial condition or
business. |
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H.
Dispose of No Assets. Without your prior written consent or as
the Loan documents permit, I will not sell, lease, assign, transfer,
dispose of or otherwise distribute all or substantially all of my
assets to any person other than in the ordinary course of business
for the assets’ depreciated book value or more. |
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I.
Insurance. I will obtain and maintain insurance with insurers,
in amounts and coverages that are acceptable to you and customary
with industry practice. This may include without limitation insurance
policies for public liability, fire, hazard and extended risk,
workers compensation, and, at your request, business interruption
and/or rent loss insurance. At your request, I will deliver to you
certified copies of all of these insurance policies, binders or
certificates. I will obtain and maintain a mortgagee or loss payee
endorsement for you when these endorsements are available. I will
immediately notify you of cancellation or termination of insurance. I
will require all insurance policies to provide you with at least 10
days prior written notice to you of cancellation or modification. I
consent to you using or disclosing information relative to any
contract of insurance required by the Loan for the purpose of replacing this
insurance. I also authorize my insurer and you to exchange all
relevant information related to any contract of insurance required by
any document executed as part of this Loan. |
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J.
Property Maintenance. I will keep all tangible and intangible
property that I consider necessary or useful in my business in good
working condition by making all needed repairs, replacements and
improvements and by making all rental, lease or other payments due on
this property. |
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K.
Property Loss. I will immediately notify you, and the insurance
company when appropriate, of any material casualty, loss or
depreciation to the Property or to my other property that affects my
business. |
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L.
Minimum Current Ratio. I will maintain at all times a ratio of
current assets to current liabilities, determined under consistently
applied generally accepted accounting principles, of 1.0:1 or more. |
| |
M.
Additional Covenants. The following additional terms are
incorporated herein. |
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BORROWING
BASE (ADVANCES) and DIRECT ASSIGNMENT OF CONTRACTS. The sum of the Borrowing Base defined
herein in the section entitled “2.ADVANCES” is amended to include the
following: “(3) 90 percent of those Eligible Accounts Receivable related to payments
due under contracts with the Unites States Government for which the Borrower is the
primary contractor, provided such contracts have been assigned, as such may be
assignable, to the Lender in full compliance with the Assignment of Claims Act or 1940,
as amended (31 U.S.C. 3727, 41 U.S.C. Section 15)” and “(4) Borrowing Base to
be reduced by the outstanding principal balance owed under that certain Promissory Note
from Borrower to Lender in the principal amount of $2,000,000.00 dated January 2, 2008.” It
is further noted that the component of the Borrowing Base described under item “(1)”includes
all Eligible Accounts Receivable note included under item “(3)". |
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MINIMUM
TANGIBLE NET WORTH. Borrower will maintain a tangible net worth, determined under
consistently applied generally accepted accounting principles, according to the following
schedule: (a) tangible net worth of $750,000.00 or more as measured immediately upon the
Prior Borrower’s (“Prior Borrower” being WidePoint Corporation, Widepoint
IL, Inc., WP NBIL, Inc., Chesapeake Government Technologies, Inc., and Operational
Research Consultants, Inc.) acquisition of iSYS, LLC.; (b) tangible net worth of
$1,500,000.00 or more as measured at the fiscal period ending June 30, 2008; (c) tangible
net worth of $3,000,000.00 or more as measured at the fiscal period ending December 31,
2008. Tangible net worth is the amount that total assets exceed total liabilities. For
determining tangible net worth, total assets will exclude all intangible assets,
including without limitation, goodwill, patents, trademarks, trade names, copyrights, and
franchises, and will also exclude all Accounts Receivable owed by Insiders, that do not
provide for a repayment schedule. For determining tangible net worth, total liabilities
shall exclude obligations to Insiders which have been subordinated to ▇▇▇▇▇▇’s
indebtedness. |
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DEBT
SERVICE COVERAGE RATIO. Borrower will maintain a debt service coverage ratio, determined
under consistently applied generally accepted accounting principles, according to the
following schedule: (a) a debt service coverage ratio of 1.50:1 or more as measured at
the fiscal period ending June 30, 2008; (b) a debt service coverage ratio of 2.00:1 or
more as measured at the fiscal period ending December 31, 2008. For the purposes of this
agreement, debt service coverage is defined as the ratio of earnings before interest,
taxes, depreciation, amortization, and “123R”-related expenses (“EBITDA”)
to principal and interest payments on debt. For the purposes of this calculation, the
debt shall exclude Borrower debt which has been subordinated to the Lender’s debt. |
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EBITDA.
Borrower will maintain a minimum level of earnings before interest,
taxes, depreciation, amortization, and “123R”-related
expenses (“EBITDA”), determined under consistently applied
generally accepted accounting principles, of $300,000.00 as measured
for the quarter ending December 31, 2007. |
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RATIO
OF FUNDED DEBT TO EBITDA. Borrower will maintain a maximum ratio of funded debt to EBITDA
(as defined above), determined under consistently applied generally accepted accounting
principles, according to the following schedule: (a) a maximum ratio of 4.0:1 as measured
at the six month period ending June 30, 2008; (b) a maximum ratio of 3.0:1 as measured at
the fiscal year ending December 31, 2008. For the purposes of this calculation, funded
debt shall be defined as all balances due under short-term debt, long-term debt, and
including subordinated debt. |
7. DEFAULT.
I understand that you may demand payment anytime at your discretion.
However, it is understood that ▇▇▇▇▇▇ will not exercise any of its allowed
remedies without first: (a) providing written notification to Borrower of
the event of default, and (b) observing any response period that it allows
for in said notification. For example, you may demand payment in full if
any of the following occur:
| |
A.
Payments. I fail to make a payment in full when due. |
| |
B.
Insolvency or Bankruptcy. I make an assignment for the benefit
of creditors or become insolvent, either because my liabilities
exceed my assets or I am unable to pay my debts as they become due;
or I petition for protection under federal, state or local
bankruptcy, insolvency or debtor relief laws, or am the subject of a
petition or action under such laws and fail to have the petition or
action dismissed within a reasonable period of time not to exceed 60
days. |
| |
C.
Business Termination. I merge, dissolve, reorganize, end my
business or existence, or a partner or majority owner dies or is
declared legally incompetent. |
| |
D.
Failure to Perform. I fail to perform any condition or to keep
any promise or covenant of this Agreement. |
| |
E.
Other Documents. A default occurs under the terms of any other
transaction document. |
| |
F.
Other Agreements. I am in default on any other debt or
agreement I have with you. |
| |
G.
Misrepresentation. I make any verbal or written statement or
provide any financial information that is untrue, inaccurate, or
conceals a material fact at the time it is made or provided. |
| |
H.
Judgment. I fail to satisfy or appeal any judgment against me. |
| |
I.
Forfeiture. The Property is used in a manner or for a purpose
that threatens confiscation by a legal authority. |
| |
J.
Name Change. I change my name or assume an additional name
without notifying you before making such a change. |
| |
K.
Property Transfer. I transfer all or a substantial part of my
money or property. |
| |
L.
Property Value. The value of the Property declines or is
impaired. |
| |
M.
Material Change. Without first notifying you, there is a
material change in my business, including ownership, management, and
financial conditions. |
8.
REMEDIES. After I default, and after you give any legally
required notice and opportunity to cure the default, you may at your
option do any one or more of the following.
| |
A.
Acceleration. You may make all or any part of the amount owing
by the terms of the Loan immediately due. |
| |
B.
Sources. You may use any and all remedies you have under state
or federal law or in any instrument securing the Loan. |
| |
C.
Insurance Benefits. You may make a claim for any and all
insurance benefits or refunds that may be available on my default. |
| |
D.
Payments Made On My Behalf. Amounts advanced on my behalf will
be immediately due and may be added to the balance owing under the
terms of the Loan, and accrue interest at the highest post-maturity
interest rate. |
| |
E.
Termination. You may terminate my right to obtain advances and
may refuse to make any further extensions of credit. |
| |
F.
Set-Off. You may use the right of set-off. This means you may
set-off any amount due and payable under the terms of the Loan
against any right I have to receive money from you. My right to
receive money from you includes any deposit or share account balance
I have with you; any money owed to me on an item presented to you or
in your possession for collection or exchange; and any repurchase
agreement or other non-deposit obligation. “Any amount due and
payable under the terms of the Loan” means the total amount to
which you are entitled to demand payment under the terms of the Loan
at the time you set-off. |
| |
Subject
to any other written contract, if my right to receive money from you is also owned by
someone who has not agreed to pay the Loan, your right of set-off will apply to my
interest in the obligation and to any other amounts I could withdraw on my sole request
or endorsement. |
| |
Your
right of set-off does not apply to an account or other obligation where my rights arise
only in a representative capacity. It also does not apply to any Individual Retirement
Account or other tax-deferred retirement account. |
| |
You
will not be liable for the dishonor of any check when the dishonor occurs because you
set-off against any of my accounts. I agree to hold you harmless from any such claims
arising as a result of your exercise of your right of set-off. |
| |
▇.
▇▇▇▇▇▇. Except as otherwise required by law, by choosing any
one or more of these remedies you do not give up your right to use
any other remedy. You do not waive a default if you choose not to use
a remedy. By electing not to use any remedy, you do not waive your
right to later consider the event a default and to use any remedies
if the default continues or occurs again. |
9.
COLLECTION EXPENSES AND ATTORNEYS’ FEES. On or after
Default, to the extent permitted by law, I agree to pay all expenses
of collection, enforcement or protection of your rights and remedies
under this Agreement. Expenses include (unless prohibited by law)
reasonable attorneys’ fees, court costs, and other legal
expenses. These expenses are due and payable immediately. If not paid
immediately, these expenses will bear interest from the date of payment
until paid in full at the highest interest rate in effect as provided
for in the terms of this Loan. All fees and expenses will be secured
by the Property I have granted to you, if any. To the extent
permitted by the United States Bankruptcy Code, I agree to pay the
reasonable attorneys’ fees you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy
Code.
10.
APPLICABLE LAW. This Agreement is governed by the laws of
Virginia, the United States of America and to the extent required, by
the laws of the jurisdiction where the Property is located. In the
event of a dispute, the exclusive forum, venue and place of
jurisdiction will be in Virginia, unless otherwise required by law.
11. JOINT
AND INDIVIDUAL LIABILITY AND SUCCESSORS. My obligation to pay this
Loan is independent of the obligation of any other person who has
also agreed to pay it. You may sue me alone, or anyone else who is
obligated on this Loan, or any number of us together, to collect this
Loan. Extending this Loan or new obligations under this Loan, will
not affect my duty under this Loan and I will still be obligated to
pay this Loan. The duties and benefits of this Loan will bind and
benefit the successors and assigns of you and me.
12.
AMENDMENT, INTEGRATION AND SEVERABILITY. This Agreement may not
be amended or modified by oral agreement. No amendment or
modification of this Agreement is effective unless made in writing
and executed by you and me. This Agreement is the complete and final
expression of the understanding between you and me. If any provision
of this Agreement is unenforceable, then the unenforceable provision
will be severed and the remaining provisions will still be
enforceable.
13.
INTERPRETATION. Whenever used, the singular includes the plural
and the plural includes the singular. The section headings are for
convenience only and are not to be used to interpret or define the
terms of this Agreement.
14. NOTICE,
FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise
required by law, any notice will be given by delivering it or mailing
it by first class mail to the appropriate party’s address listed
in the DATE AND PARTIES section, or to any other address designated
in writing. Notice to one party will be deemed to be notice to all
parties. I will inform you in writing of any change in my name,
address or other application information. I will provide you any
financial statement or information you request. All financial
statements and information I give you will be correct and complete. I
agree to sign, deliver, and file any additional documents or
certifications that you may consider necessary to perfect, continue,
and preserve my obligations under this Loan and to confirm your lien
status on any Property. Time is of the essence.
15. SIGNATURES. By signing
under seal, I agree to the terms contained in this Agreement. I also
acknowledge receipt of a copy of this Agreement.
BORROWER:
|
|
|
WidePoint Corporation |
|
By_________________________________ (Seal) |
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President |
|
Widepoint IL, Inc. |
|
By_________________________________ (Seal) |
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President |
|
WP NBIL, Inc. |
|
By_________________________________ (Seal) |
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President |
|
Chesapeake Government Technologies, Inc. |
|
By_________________________________ (Seal) |
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President |
|
Operational Research Consultants, Inc. |
|
By_________________________________ (Seal) |
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President |
|
iSYS, LLC |
|
By_________________________________ (Seal) |
|
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President |
|
| WidePoint Corporation |
|
|
| Virginia Commercial Loan Agreement |
|
Initials |
|
|
_____ |
| VA/4HancockD007252000042660221220707Y |
-1996 Bankers Systems, Inc., St. Cloud, MN C |
Page 8 |
