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| LOAN NUMBER |
LOAN NAME |
ACCT. NUMBER |
AGREEMENT DATE |
INITIALS |
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WidePoint Corporation |
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08/16/07 |
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NOTE AMOUNT |
INDEX (w/Margin) |
RATE |
MATURITY DATE |
LOAN PURPOSE |
$2,000,000.00 |
Wall Street Journal |
8.0% |
09/01/08 |
Commercial |
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Prime minus 0.25% |
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Creditor Use Only |
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COMMERCIAL LOAN
AGREEMENT
Accounts Receivable and/or Inventory Financing
DATE AND PARTIES. The date of this
Commercial Loan Agreement (Agreement) is August 16, 2007. The parties and their
addresses are as follows:
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CARDINAL
BANK
0000 Xxxxxxxxxx Xxxxx
Xxxxx 000
XxXxxx, Xxxxxxxx 00000 |
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WIDEPOINT
CORPORATION
a Delaware Corporation
One Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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WIDEPOINT
IL, INC.
an Illinois Corporation
One Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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WP
NBIL, INC.
an Illinois Corporation
One Lincoln Centre
00X000
Xxxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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CHESAPEAKE
GOVERNMENT TECHNOLOGIES, INC.
a Delaware Corporation
One Lincoln Centre
00X000 Xxxxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxx Xxxxxxx, Xxxxxxxx 00000 |
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OPERATIONAL
RESEARCH CONSULTANTS, INC.
a Virginia Corporation
00000 Xxxxxx Xxxxx,
Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000 |
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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X.
Xxxxxxxx. 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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|
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| WidePoint Corporation |
|
|
| Virginia Commercial Loan Agreement |
|
Initials ______ |
| VA/4HancockD00725200004266019080607Y |
-1996 Bankers Systems, Inc., St. Cloud, MN C |
Page 1 |
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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 $2,000,000.00 (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 when line is in use, and within
25 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. 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)
Obligatory Advances. You will make all Loan
advances subject to this Agreement's terms and conditions. |
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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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|
|
| WidePoint Corporation |
|
|
| Virginia Commercial Loan Agreement |
|
Initials ______ |
| VA/4HancockD00725200004266019080607Y |
-1996 Bankers Systems, Inc., St. Cloud, MN C |
Page 2 |
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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 agree to fully repay the Loan on demand, but if no demand is made, I will repay
the Loan by September 1, 2008.
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 30 days after the close of this business period. |
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(2)
Inventory Schedule. Each month (reporting
period), I will provide you with an Inventory schedule within 25 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 25 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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|
|
| WidePoint Corporation |
|
|
| Virginia Commercial Loan Agreement |
|
Initials ______ |
| VA/4HancockD00725200004266019080607Y |
-1996 Bankers Systems, Inc., St. Cloud, MN C |
Page 3 |
| |
C.
Requested Information. I will provide you
with any other information about my operations, financial affairs and condition
within 45 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.
Leverage Ratio. I will maintain at all
times a ratio of total liabilities to tangible net worth, determined under
consistently applied generally accepted accounting principles, of 2.5:1 or less. |
|
|
|
|
|
|
| WidePoint Corporation |
|
|
| Virginia Commercial Loan Agreement |
|
Initials ______ |
| VA/4HancockD00725200004266019080607Y |
-1996 Bankers Systems, Inc., St. Cloud, MN C |
Page 4 |
| |
M.
Minimum Tangible Net Worth. I will maintain
at all times a tangible net worth, determined under consistently applied
generally accepted accounting principles, of $3,000,000.00 or more. 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 my
Insiders, that do not provide for a repayment schedule. |
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N.
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 1.2:1 or more. |
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O.
Additional Covenants. 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
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). "The covenants described in
paragraphs "L" and "M" will be tested for compliance on a quarterly basis. |
7. DEFAULT.
I understand that you may demand payment anytime at your discretion. However, it
is understood that Xxxxxx 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:
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A.
Payments. I fail to make a payment in full
when due. |
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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. |
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C.
Business Termination. I merge, dissolve,
reorganize, end my business or existence, or a partner or majority owner dies or
is declared legally incompetent. |
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D.
Failure to Perform. I fail to perform any
condition or to keep any promise or covenant of this Agreement. |
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E.
Other Documents. A default occurs under the
terms of any other transaction document. |
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F.
Other Agreements. I am in default on any other
debt or agreement I have with you. |
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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. |
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H.
Judgment. I fail to satisfy or appeal any
judgment against me. |
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I.
Forfeiture. The Property is used in a manner
or for a purpose that threatens confiscation by a legal authority. |
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J.
Name Change. I change my name or assume an
additional name without notifying you before making such a change. |
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K.
Property Transfer. I transfer all or a
substantial part of my money or property. |
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L.
Property Value. The value of the Property
declines or is impaired. |
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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.
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A.
Acceleration. You may make all or any part of
the amount owing by the terms of the Loan immediately due. |
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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. |
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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. |
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E.
Termination. You may terminate my right to
obtain advances and may refuse to make any further extensions of credit. |
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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.
|
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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. |
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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. |
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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. |
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X.
Xxxxxx. 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. |
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| WidePoint Corporation |
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| Virginia Commercial Loan Agreement |
|
Initials ______ |
| VA/4HancockD00725200004266019080607Y |
-1996 Bankers Systems, Inc., St. Cloud, MN C |
Page 5 |
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.
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WidePoint Corporation |
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By _________________________________ (Seal) |
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Xxxxx X. XxXxxxxx, CFO |
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Widepoint IL, Inc. |
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By _________________________________ (Seal) |
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Xxxxx X. XxXxxxxx, CFO |
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WP NBIL, Inc. |
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By _________________________________ (Seal) |
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Xxxxx X. XxXxxxxx, CFO |
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Chesapeake Government Technologies, Inc. |
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By _________________________________ (Seal) |
| |
Xxxxx X. XxXxxxxx, CFO |
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Operational Research Consultants, Inc. |
| |
By _________________________________ (Seal) |
| |
Xxxxx X. XxXxxxxx, CFO |
|
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|
|
|
|
| WidePoint Corporation |
|
|
| Virginia Commercial Loan Agreement |
|
Initials ______ |
| VA/4HancockD00725200004266019080607Y |
-1996 Bankers Systems, Inc., St. Cloud, MN C |
Page 6 |
