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EXHIBIT 10.2
ACCOUNTS RECEIVABLE PURCHASE, INVENTORY, PURCHASE ORDER AND
GENERAL SECURITY AGREEMENT
THIS
AGREEMENT, is entered into and delivered this 5th_day of June,
2008
in Chicago, Illinois in the County of Cook by and between BLN
CAPITAL FUNDING,
LLC, an Illinois LLC Located at 225 West Washington, Suite 2200
Chicago,
Illinois, 60606 (hereinafter referred to as "BLN"), and MONARCH
PETROLEUM, INC.
A Michigan Corporation located at 600 South Deacon Street Detroit,
Michigan
48217 and VOYAGER PETROLEUM, INC a Nevada Corporation organized and
existing
under the laws of the State of Nevada presently located at 123 East
Ogden
Avenue-Suite 102A, Hinsdale, IL 60521 (hereinafter collectively
referred to as
"Client" or "VPI").
RECITALS
WHEREAS,
Client wishes to sell and assign its Receivables, as defined
herein, to BLN making BLN its sole accounts receivable purchaser
and the sole
owner of such Receivables, furthermore Client desires to borrow
other
funds/monies from time to time on its inventory, purchase orders,
real estate
and/or other assets; and
WHEREAS,
BLN desires to purchase certain Receivables from Client
pursuant
to the terms of this Agreement and fund/make other loans/advances
from time to
time secured by the inventory other assets of Client: and
NOW
THEREFORE, in consideration of the mutual promises and covenants
set
out below, the parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1
"Advance Rate"
shall be a cash sum equivalent to the percentage of
the total amount of each Receivable purchased by BLN hereunder as
set forth in
Section 2 of this agreement, as amended from time to time.
1.2
"Agreement"
shall mean this Agreement.
1.3
"Blocked
Account" shall mean that account created in accordance with
Section 2.12 hereof.
1.4
"Collateral"
shall mean all of the items or references to property,
whether real, personal or intangible described in Sections 3.1
hereof.
1.5
"Customer" shall
mean the person or entity indebted to Client due to
the sale of goods or rendition of services for such Customer by
Client.
1.6
"Customer
Finance Charges" shall mean any finance charges paid to
BLN by a Customer with respect to any Receivable, if
applicable.
1.7
"Default" shall
mean (i) default in the payment, when due and
payable, of any of Client's Obligations; (ii) if any of Client's
representations
or warranties are false or misleading in any material respect;
(iii) if Client
fails to perform any obligations, terms, provisions, or covenants
contained in
this Agreement; (iv) the discontinuance or suspension of Client's
present
business operation, or if Client or any of the Guarantors becomes
insolvent or
unable to meet its debts as they mature, or if any proceeding is
commenced
against Client or any of the Guarantors for relief under any
provision of any
federal or state bankruptcy, insolvency or other similar law, the
issuance or
filing of any injunction, attachment, judgment or lien against
Client or any
Guarantor, or any of Client's or any Guarantor's property, or the
appointment of
a receiver, custodian or trustee of any kind for Client or any of
Client's
property; (v) if a default occurs under any guaranty agreement
executed by any
of the Guarantors in conjunction with this Agreement and is not
cured within any
applicable grace period; (vi) any Guarantor (being a natural person
or a general
partner of an guarantor which is a partnership) dies or Client or
any Guarantor,
which is a partnership, limited liability company, limited
liability partnership
or a corporation, dissolves or suspends or discontinues doing
business; (vii)
any default by Client or any Guarantor under any agreement,
document or
instrument relating to any indebtedness for borrowed money owing to
any person
other than BLN, or any capitalized lease obligations, contingent
indebtedness in
connection with any guarantee, letter of credit, indemnity or
similar type of
instrument in favor of any person other than BLN; (viii) the
indictment or
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threatened indictment of Client or any Guarantor under any criminal
statute, or
commencement or threatened commencement of criminal or civil
proceedings against
Client or any Guarantor, pursuant to which statute or proceedings
the penalties
or remedies sought or available include forfeiture of any of the
property of
Client or such Guarantor; or (ix) there shall be a material adverse
change in
the business, assets or prospects of Client or any Guarantor after
the date
hereof.
1.8
"Discount" shall
mean the amount of the discount of each respective
Receivable due BLN pursuant to the terms of this Agreement and
specifically
defined in Section 2, as amended from time to time, attached
hereto.
1.9
"Dispute" shall
mean any dispute, deduction, claim, offset, defense
or counterclaim of any kind relating to Receivables, including,
without
limitation, any dispute relating to goods or services already paid
for or
relating to Receivables other than the Receivable on which payment
is being
withheld.
1.10
"Eligible Receivables"
means Receivables identified by BLN for
purchase from approved debtors, as determined by BLN in its sole
discretion.
1.11
"Face Amount" shall
mean the cash price for the goods Client sold
and/or services Client rendered to a Customer, less any down
payment paid by a
Customer, plus any taxes imposes on such sales transactions.
1.12
"Guarantors" shall
mean all persons executing a guarantee agreement
pertaining to Client's Obligations.
1.13
"Net Amount" shall
mean the Face Amount of receivables, less BLN's
Discount as provided in Section 2.
1.14
"Obligations" shall
mean, without limitation, the aggregate amount
of the Receivables purchased by BLN hereunder; charges or
chargeback's arising
from Disputes or otherwise; costs and expenses, including
reasonable attorneys'
fees, including enforcing, protecting or administering of BLN's
rights into this
Agreement; or in the prosecution or defense or any acts relating to
this
Agreement or any Receivables; amounts recovered from BLN on account
of payments
previously made by Customers on Receivables purchased by BLN; and
any taxes or
penalties or other charges which BLN may be required to pay in
connection with
this Agreement or any transaction carried out in connection
herewith.
1.15
'"Payment Date" shall
mean the date of the deposit of the Customer
payment on a receivable to the Blocked Account plus two (2)
business days
following the receipt of immediately available funds in the Blocked
Account
provided such payments or other funds and notice thereof are
received in
accordance with BLN's usual and customary practices as in effect
from time to
time and within sufficient time to credit Client's operating
account on such
day, and if not, then on the next business day.
1.16
"Person" or "person"
shall mean any individual, sole proprietorship,
partnership, corporation (including any corporation which elects
subchapter S
status under the Internal Revenue Code of 1986, as amended),
limited liability
company, limited liability partnership, business trust,
unincorporated
association, joint stock corporation, trust, joint venture or other
entity or
any government or any agency or instrumentality or political
subdivision
thereof.
1.17
"Prime Rate" shall
mean the "prime rate" from time to time published
in the "Money Rates" column of THE WALL STREET JOURNAL; provided,
however, if
the "Money Rates" column of THE WALL STREET JOURNAL ceases to be
published or
otherwise does not designate a "prime rate" as of any business day,
BLN shall
have the right to obtain such information from a similar business
publication of
its selection or Fifth Third Bank.
1.18
"Purchase Price" shall
be defined as the sum of the Advance Rate and
the Reserve amount as described herein.
1.19
"Purchased Accounts"
shall mean all Receivables assigned to BLN by
Client pursuant to this Agreement.
1.20
"Receivable" or
"Receivables" shall mean collectively or severally
all accounts, contract rights, notes, bills and other forms of
obligation
arising in the ordinary course of business conducted by Client from
the sale of
goods or rendition of services.
1.21
"Related Person" shall
mean any Person (a) which now or hereafter
directly or indirectly through one or more intermediaries controls,
or is
controlled by, or is under common control with, Client, or (b)
which now or
hereafter beneficially owns or holds five percent (5%) or more of
the capital
stock of Client, (c) five percent (5%) or more of the capital stock
of which is
beneficially owned or held by Client or is a family member of the
Client. For
the purposes hereof, "control" shall mean possession, directly or
indirectly, of
the power to direct or cause the direction of the management and
policies of a
Person, whether through the ownership of voting stock, by contract
or otherwise.
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1.22
"Reserve" shall mean
the amount equivalent to the amount of each
Receivable purchased from Client by BLN less the sum of the Advance
Rate and the
Discount due BLN plus any Customer Finance Charges.
1.23
"Schedule of Accounts"
shall mean the list of Receivables purchased
from Client by BLN as amended from time to time.
1.24
"UCC" shall mean the
Uniform Commercial Code in effect in the state
of Illinois on the date this Agreement is entered into by and
between the
parties hereto.
1.25
"Client" shall mean
either Monarch Petroleum, Inc. Voyager
Petroleum, Inc or Sovereign Oil, Inc what ever the respect
name/case maybe.
ARTICLE 2
PURCHASE
AND SALE OF ACCOUNTS, COMMISIONS, FEES, INTEREST, INVENTORY AND
BILLING AND LOAN STATEMENTS
2.1
Client agrees to
use and hereby appoints BLN as its sole accounts
receivables purchaser. Client hereby conveys, transfers, assigns
and sells to
BLN as absolute owner thereof all right, title and interest of its
present and
future Receivables. Client acknowledges and agrees that the
decision to advance
against any Receivable that is assigned to BLN shall be at BLN's
sole and
absolute discretion, and if BLN decides not to advance against a
Receivable,
this decision shall be expressly communicated to Client by BLN.
Client further
grants, conveys, transfers, sells and assigns to BLN all of its
interest in the
goods or services sold by Client which gave rise to the
Receivables, in all
goods that may be returned by Customers; all Client's rights as an
unpaid vendor
or lienor; documents (including, without limitation) all Client's
bills of
lading; all Client's proof of delivery; all Client's contracts and
contract
rights (including, without limitation, all Client's rights in
purchase orders in
the assets sold and assigned); all Client's rights of stoppage in
transit,
replevin and reclamation relating thereto; all Client's rights in
and the
guarantees thereof, and all Client's rights against related third
parties
thereto. Any goods so recovered or returned shall be set aside, and
held in
trust for BLN and such property shall be deemed the sole property
of BLN. Client
shall notify BLN promptly of all such returned or recovered
goods.
2.2
BLN hereby
purchases from Client, with full recourse all present and
future Eligible Receivables and Client agrees to assign and sell,
and hereby
assigns and sells to BLN, as absolute owner, with recourse as
provided herein,
Client's entire interest in such of Client's presently outstanding
Eligible
Receivables as well as all of Client's future Receivables. All such
Eligible
Receivables are to be reflected on the invoices pertaining to the
Eligible
Receivables that Client delivers to BLN. Client warrants that with
respect to
any invoice reflecting an Eligible Receivable that is presented to
BLN for
purchase, the Customer has received and accepted the goods and/or
services which
gave rise to such Eligible Receivable and there is no Dispute,
mistake, error or
fraud involving such Eligible Receivable, the Eligible Receivable
is not subject
to any security interest, lien or encumbrance whatsoever other than
BLN's
security interest, the Customer is not an affiliate, associate or
subsidiary of
Client, and the goods delivered or services rendered conform in all
respects
with the order placed by the Customer.
2.3
Client hereby
assign and sell to BLN as absolute owner, with
recourse, our entire interest in all of the present and future
Receivables.
Client represent and warrant to BLN that at the time each
Receivable is advanced
against under this Agreement that (i) Client shall be the sole and
absolute
owner of such Receivable, free and clear of all liens, claims and
encumbrances
whatsoever, and (ii) BLN shall acquire by virtue of this Agreement,
sole and
absolute title and ownership of each such Receivable, free and
clear of all
liens, claims and encumbrances whatsoever. Client acknowledge and
agree that the
decision to advance against any Receivable shall be made by BLN in
your sole and
absolute discretion. All orders for Sales may be submitted to BLN
for credit
approval prior to shipment of the goods or rendition of the
services so ordered,
and each approved Sale shall be made only in accordance with such
approval. All
credit approvals must be in writing. Receivables arising from
orders approved or
unapproved by BLN, in whole or in part, shall be sold to BLN with
full recourse
to us.
2.4
Client will
provide BLN with listings of Receivables in form
satisfactory to BLN, together with Customers' invoices, shipping
documents, and
such other documents and proof of delivery/rendition as BLN may at
any time
require. Billing on invoices by whomever done shall be conclusive
evidence of
assignment and sale hereunder of such Receivables whether or not
Client execute
any other instrument/document showing specific or general
assignment with regard
thereto. Client hereby agree and undertake that Client will ensure
that all
invoices to Customers shall bear the following notation plainly on
the face
thereof: "This invoice has been sold and assigned to BLN CAPITAL
FUNDING LLC,
225 WEST WASHINGTON SUITE 2200 CHICAGO, IL 60606. Payment to
ourselves or any
other person or entity cannot and will not constitute a valid
discharge of this
debt, as only BLN CAPITAL FUNDING, LLC is entitled to receive
payment hereof and
give a receipt therefore". All remittances obtained by Client
against
Receivables will he received in trust for BLN. Client agree and
undertake not to
bank any such remittances, but to turn over to BLN the identical
remittances in
kind as promptly as possible; provided, however, that nothing
herein authorizes
Client to collect Receivables.
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2.5
Each invoice
evidencing a Receivable shall state in a manner
satisfactory to BLN that the Receivable has been assigned and
conveyed to BLN
and is payable in United States dollars to BLN only, which may be
done by BLN at
its option. Client shall also provide BLN with documents relating
to such
receivables including all bills of lading, proof of delivery,
contracts and
purchase orders.
2.6
If any
remittance or payment for a Receivable is made directly to
Client by or on behalf of a Customer, Client shall hold such
amounts in
trust/escrow for BLN and such amounts shall be deemed the sole
property of BLN.
Upon receipt of any such remittance or payment, Client shall
immediately deliver
to BLN at the lockbox referred to in Section 2.12 or to forward to
BLN directly
at the address on page 1 of this agreement, the identical checks,
monies or
other forms of payment received and BLN shall have the right to
endorse Client's
name on all such remittances.
2.7
The purchase
price of Receivables is to be the Net Amount thereof,
which, less any charges and reserves, will be due and payable on
the Payment
Date. Client shall pay BLN a servicing fee in an amount equal to
2.75% (TWO
POINT SEVEN-FIVE PERCENT) of the gross amount of such/each invoice
for the first
THIRTY (30) day term or part thereof, plus (.75%) of such gross
amount for each
additional THIRTY (30) day term or part thereof; provided, however,
that the
minimum servicing fee for any given Invoice shall be $25.00
provided, further,
however, that the minimum servicing fee commissions paid by Client
for each
Month (1) months of the Initial Period or Renewal Period (as such
terms are
hereinafter defined), as applicable, shall be the greater of (i)
$2,000 per
month or (ii) an amount equal to 2.75% of BLN's gross monthly
purchases of
invoices for the preceding fiscal month from VPI, or (iii) an
amount equal to
2.75% of BLN's average gross monthly purchases of invoices for the
preceding
twelve months. If the Initial Period or any applicable Renewal
Period is not
completed for any reason, the gross monthly or quarterly purchases
of invoices
for such uncompleted period shall be based upon the gross monthly
or quarterly
purchases of invoices for the prior period completed. The aggregate
servicing
fee payable by Client in each quarterly period as described above
shall be due
and payable regardless of the gross value of the Receivables
actually sold by
Client under this Agreement during such period. BLN may retain from
sums payable
to Client a reserve, which reserve may be revised from time to time
at your
discretion, in order to provide for Customer Disputes, possible
credit losses on
Receivables, sums owing to BLN for goods/services purchased by
Client from any
other firm factored or otherwise financed by BLN, and the
Obligations. A
discount, credit, or allowance may not be claimed by us, buy may be
claimed
solely by the Customer; no third party beneficiary rights are
created hereby.
Not withstanding any thing contained herein to the contraire. In
addition to the
foregoing client shall pay BLN interest of Prime Plus Two Point
Seven Five
Percent (P+2.75%) on a monthly basis on the average daily net funds
employed
under the Accounts Receivable Purchase Line for any given month.
Such Interest
shall be paid the first of each month to BLN and shall be based on
the average
daily net funds employed by Client, such Interest charge shall be
added to
client's ledger the first of each month, thereby, increasing the
total of net
funds employed by a like amount. Lastly, Client shall be subject to
an early
termination fee with respect to the accounts portion, in the event
they payoff
BLN prior to the twenty four month period as called for in this
agreement,
2.8
Such fee as
outlined above shall be based upon the number of months
remaining in this agreement times the average monthly fees
generated in the
prior period and/or month as outlined above.
2.9
BLN may, at its
sole discretion, advance against any of the
Receivables, Finished Goods Inventory and Raw Materials Inventory
and Purchase
Orders it deems acceptable/eligible from time to time, as amended
from time to
time, as presented to BLN by Client within the limits of credit
facility
established by BLN with Client. The Advance rate against eligible
accounts shall
be up to 85 % of such accounts, the advance rate against eligible
inventories
shall be up to 50% of such inventories and the advance rate against
eligible
Purchase Order's shall be up to 80% of such Purchase Order.
Loans/Advances and
Purchases under this section shall be limited to the
total/aggregate amounts as
specified in either section 6.1 of this agreement and/or this
section 2.9 with
respect to the accounts portion.
2.10
Within a reasonable
period of time after delivery of the Receivables
and receipt of those Receivables by BLN pursuant to the provisions
hereof and
during the business day, but no later than five business days after
receipt, BLN
shall remit the Advance Rate of the Receivables on which BLN has
agreed to
advance and shall remit to Client the Advance Rate regarding the
subject
Receivables. The Reserve amount with respect to a Receivable shall
also be
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remitted to Client after the full payment of the Receivable is
received by BLN,
less other Obligations, fees or other amounts due BLN hereunder,
with the
remittances to be made monthly relating to full payments received
in the prior
month. All amounts transferred to Client pursuant to this Agreement
hereunder
shall be disposed of in accordance with the instructions of Client.
Prior to the
Payment Date, upon Client's request and at BLN's sole discretion,
BLN may
advance to Client the Advance Rate of each Receivables on which BLN
has agreed
to make an advance and Client agrees to pay on demand and advances
or charges at
any time outstanding on Client's account, but the aggregate amount
of such
advances shall not exceed the sum of $1,000,000 LESS THE AMOUNTS
OUTLINED IN
SECTION 6.1 OF THIS AGREEMENT.
2.11
If any Receivable is
the subject of a Dispute as defined herein, or
if the Receivable remains unpaid for a period of more than ninety
(90) days
after the date of the invoice to the Customer, or if there exists
any breach of
Clients representations, warranties or promises hereunder with
respect to any
Receivable, Client hereby agrees, upon demand by BLN at BLN's sole
option,
either to repurchase from BLN such Receivable (or the unpaid
portion thereof)
for the amount of the applicable Purchase Price of such Receivable
or the
aggregate amount of such Purchase Price of any Receivables affected
by such
Dispute, together with all unpaid fees and other Obligations
hereunder.
Furthermore, if there is a Default under the terms of this
Agreement or if there
is a default under any other agreement or Obligation Client has
with BLN, or if
this Agreement is terminated, BLN may reassign and charge back to
Client all or
any portion of outstanding Receivables purchased by BLN pursuant to
this
Agreement. To reassign Receivables, BLN may charge first against
Client's
Reserve, then against Blocked Account (hereinafter defined), then
against any
other accounts with FIFTH THIRD ANK an amount equal to the unpaid
balance of the
reassigned Receivables, including accrued and unpaid finance
charges on the date
of reassignment. The reassignment shall be effective automatically
upon the
chargeback to Client. In the event that the Reserve, Blocked
Account, or any
other FIFTH THIRD BANK account, which BLN may charge is
insufficient to satisfy
the balance of the reassigned Receivables, Client agrees, upon
demand to pay the
deficiency amount due to BLN and any amounts unpaid shall bear
interest at the
Default rate until paid. Until the respective Reserve amount for
each Receivable
is due Client as described hereunder, the Reserve amount retained
by BLN
pursuant to the terms of this Agreement shall be the sole exclusive
property of
BLN and may be held and commingled with other funds of BLN.
2.12
Interest, if
applicable, shall be charged for the 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 Client's account
remain
outstanding. Subject to Section 2.7 of this agreement interest
prior to Default
shall be at the variable rate (the "Interest Rate") and interest
upon the
occurrence of a Default shall be at the variable rate (the "Default
Rate") as
set forth on in this agreement. Interest shall be computed on the
basis of a
year of three hundred sixty (360) days, for the actual days
elapsed. Changes in
interest rate shall be effected to reflect changed in the Prime
Rate, with
changes to such interest rate to take effect as and when such
changes in the
Prime Rate occur. For the purpose of interest calculation,
discounts earned
during each month shall be deemed charged to Client's account as
they occur.
Interest shall be paid monthly on the first day of each month and
BLN is
entitled to charge any interest due from Client against the Reserve
Account, the
Blocked Account, or against any account maintained by Client at
FIFTH THIRD BANK
which BLN may charge.
2.13 Blocked Account/Lockbox. Client
shall establish and maintain, at its
expense, lockboxes and related blocked accounts (in either case,
"Blocked
Accounts"), as BLN may specify, with such banks which are
acceptable to BLN in
which Client shall promptly deposit, and shall direct all of its
Customers to
directly remit, all Receivables as well as all cash payments
received by Client,
including, without limitation, all payments in respect of
Receivables, and all
other Collateral, all tax, duty and other cash refunds, and all
other cash
payments, in each case, in the identical form in which such
payments are made,
whether by cash, check or other manner. The banks at which the
Blocked Accounts
are established shall enter into an agreement, in form and
substance
satisfactory to BLN. Client agrees to provide notices to each
Customer of the
assignment of the Receivable and payment to the Blocked Account, as
called for
in this agreement. (the "Blocked Account Notice"), upon signing
this Agreement,
and, if required by BLN, with respect to any new Customer. Client
will not,
without BLN's consent, direct Customers to make payment of invoices
to any
address other than the address set forth in the Blocked Account
Notice.
2.14
Servicing Fees and/or
commissions charged with respect to advances
against Purchase Orders and the related inventory purchased where
BLN shall be
deemed to have a Purchase Money Security Interest in such purchases
or direct
advances to suppliers where BLN have advanced monies to said
suppliers from time
to time, as the case may be (herein sometimes referred to as the
"Purchase Order
Line"), shall be as follows: a servicing discount equal to 3.95% of
the funds
advanced and/or outstanding for the initial 30 day period from the
initial date
of the advance as evidenced either by wire transfer or check plus
Client shall
pay an additional servicing fee on advances that remain outstanding
after the
initial 30 day period of 1% for each 15 days or part thereof until
any such
advance is paid off in full plus an interest charge of prime +.50%
on the
average daily funds employed and/or advanced and outstanding. BLN
shall have the
sole right so long as advances remain open and outstanding under
the Purchase
Order Line to advance and/or apply funds as necessary and to record
same on
its/Client's ledger sheets and/BLN books. In any event all
application of funds
shall first apply to any accrued fees or interest due, next to any
expenses that
may relate to these specific advances/line and lastly to the
principal and/or
monies advanced under this line for products and or services on
behalf of
Client.
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2.15
Interest, with respect
specifically, to loans against inventory,
under this agreement with Client shall be based and bear interest
at the rate of
Prime Plus One percent (P+1%) annually based on the average daily
funds employed
which shall be computed and billed monthly by BLN and an additional
monthly
servicing fee equal to and based upon (.75%) of the average daily
funds employed
for any given month shall also be charged under the inventory
loan/line. The
interest and fees under this section shall be calculated, billed
and added to
the client's inventory billing statement and/or loan ledger the
first of the
following month and shall be due and payable by the 15th of the
month billed.
2.16
Interest, with respect
to monies/funds specifically advanced against
inventory, equipment or any other assets, other than accounts
purchased by BLN
not covered/outlined in section 2.7 or 2.14 above with respect to
Interest,
shall be the lesser of One Point Six-Six Percent monthly (1.66%)
monthly or the
rate as so called for in any separate or specific note by
Client/borrower to BLN
on any borrowed monies and/or outstanding funds as evidenced by
separate
advances and/or loan ledger/s. on BLN's records/books.
2.17
Over Advance Loans. In
the event that there is an over advance
(amounts that are due BLN in excess of amounts currently held by
BLN in the
Reserve), BLN, at its option, may waive this as a Default and may
consider the
over advance to be a demand loan (the "Over advance Loan") payable
at the
Default Rate; provided, however, that during the period that the
Over advance
Loan remains unpaid, all outstanding advances for the Purchase
Price of the
Clients Accounts shall bear interest at the Default Rate rather
than the
Interest Rate. Any Over advance Loan, if requested, will only be
made at the
sole discretion of BLN.
2.17
BLN shall generate a
statement of account/s monthly on
advances/loans and such statement/s shall be binding upon client
absent a
manifest error with respect to amounts due BLN for loans or
advances made by BLN
to Client. These statements shall be binding evidence as to amount
of our
outstanding loans or advance/s by BLN to client by ledgering
advances made by
BLN, collection of accounts, payments and certain fees generated
from time to
time or as they occur. These ledgers shall be deemed a true and
accurate
accounting of monies due by client to BLN, unless Client notify BLN
in writing
within 30 days of receipt of statement or no later than 45 days
from the last
entry date on any given monthly statement. Furthermore, BLN and
Client
collectively agree that no note or notes are needed by BLN to
evidence client's
indebtedness to BLN. That the accounting with respect to advances,
principal
balances, interest, fees and other charges on the ledgers created
and generated
by BLN and/or paid by client monthly shall be deemed true and
accurate unless
Client notify BLN in writing within 45 days after any given month.
Lastly, any
interest or loan statement that is paid by client as submitted by
BLN shall be
deemed true and accurate, and shall only be subject to future
adjustment by BLN
at its sole discretion, subject to any material mistake/error by
BLN respect to
the statements computation. Client shall pay BLN the first day of
each month or
upon demand for any and all fees, interest or other charges
generated/created
during the month on our account/s outstanding with BLN whether it
be from loans
or advances secured and against receivables, inventory, equipment
or purchase
orders unless stated other wise in this agreement in specific
numbered sections.
2.18
BLN shall have the
right to verify/contact directly (either written
form , by telephone, in person or by email) any and/or all account
debtors and
all accounts, irrespective if BLN made an advance against said
account/s., said
verification shall allow BLN to check validity, accuracy and
correctness of
billing/invoicing and to see if account debtor has received actual
invoice and
has in placed same into their respective accounting/payable
system/s.
Furthermore, In the event of a dispute or problem Client will
notify BLN
promptly of such dispute and will ha