No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), WITNESSETH: WHEREAS, the First Party is justly indebted to the Second Party in the sum of nine thousand ($9,000) dollars, of which seven thousand ($7,000) dollars is evidenced by notes made by the First Party and delivered to the Second Party, for merchandise sold and delivered, and six hundred ($600) dollars thereof is for cash. loaned, and fourteen hundred ($1,400) dollars thereof is for merchandise sold and delivered, and now past due; and WHEREAS, the First Party, in order to pay the said indebtedness to the Second Party, has this day sold, assigned and delivered to the Second Party all of his stock of jewelry, books of account, bills receivable and fixtures of and in the business conducted by the First Party, at No. 111⁄2 Broadway, Borough of Manhattan, New York City, as shown by a bill of sale this day executed and delivered by the First Party to the Second Party; and WHEREAS, the First Party is justly indebted to Henry Koe in the sum of twenty-eight hundred ($2,800) dollars for moneys loaned; and WHEREAS, in consideration of the execution and delivery of the said bill of sale by the First Party to the Second Party, the Second Party has agreed to assume and discharge the indebtedness of the First Party to the said Henry Koe: NOW, THEREFORE, IT IS HEREBY MUTUALLY agreed, as follows: 1. That the Second Party shall, in behalf of the First Party, pay to the said Henry Koe the sum of twenty-eight hundred ($2,800) dollars, now due for moneys heretofore loaned by the said Henry Koe to the First Party. 2. That the Second Party shall indemnify and save harmless the First Party against the said claim of the said Henry Koe. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. In the presence of John Jones. John Doe (L.S.). No. 132. Agreement between lender and merchant for loaning money upon the latter's merchandise accounts.10 AGREEMENT, made January 5, 1923, between John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Borrower"), and Richard Roe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Lender"), WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS: 1. From and after the date of this agreement, the Borrower shall assign and deliver to the Lender accounts receivable for, and reports of, all sales of merchandise made by the Borrower, within three (3) days after the shipment of such merchandise. Said accounts receivable, and the assignment thereof, shall include, or be accompanied by, such representations, guarantees and agreements as the Lender shall, from time to time, demand. 2. The Lender shall loan, or advance, to the Borrower, on the security of said accounts receivable, eighty (80%) per cent of the net face value of the total current accounts receivable (commissions, trade and cash discounts deducted); but the Lender shall be under no obligation to loan an amount greater than fifty thousand ($50,000) dollars outstanding at any one time. 3. The term "current accounts receivable," as used herein, shall include all the assigned accounts receivable, which shall have been approved by the Lender and remain open and unpaid, or otherwise uncancelled, and which, subsequent to their receipt by the Lender are not withdrawn from the current accounts receivable. All accounts in the current accounts receivable shall be subject to approval by the Lender in respect of the solvency of the purchaser and the amount of credit extended, or otherwise; and the Lender may, at any time, withdraw from the current accounts receivable any account previously included therein, and, thereupon, such withdrawn account shall not thereafter be included in the current accounts receivable. 4. Nothing herein contained shall alter, or affect, the obligation of the Borrower to assign and deliver all of his accounts re 10 Adapted from Presser v. Central Trust & Savings Co. (1922), 232 N. Y. 573, 134 N. E. 577. ceivable to the Lender, including not only the current accounts receivable, but, also, the accounts receivable not approved by the Lender; and such accounts receivable as may be withdrawn by the Lender from the current accounts receivable shall be held by the Lender as collateral for the loan, and shall be collected by him. 5. Should the amount of the loan, or loans, at any time exceed eighty (80%) per cent of the net face value of the current accounts receivable as herein defined, the Borrower shall immediately reduce the loan, either by the payment of the excess in cash, or by the assignment of additional accounts receivable increase the current accounts receivable held by the Lender, so that the amount of such loan, or loans, shall not exceed eighty (80%) per cent of the net face value of the current accounts receivable. 6. The Borrower shall: (a) Make and deliver to the Lender his promissory note, or notes, payable on demand, for the amount of credit granted by the Lender, and such note, or notes, shall contain a reference to this agreement, and shall be in the form set forth in "Exhibit A" hereto annexed, and hereby made a part hereof, or in such other form that the Lender may require. (b) Deliver to the Lender railway, or other, receipts of the actual shipment, or delivery, of the merchandise described in such accounts receivable, and, when required so to do, shall furnish to the Lender satisfactory evidence of the actual receipt of the merchandise by the purchaser. (c) Immediately notify the Lender of any revocation, or return of goods, setoff, or counterclaim, made, or deduction, or discount, claimed by any purchaser against any of said accounts receivable, or the merchandise referred to therein. (d) Immediately deliver to the Lender all checks, notes, moneys, security, or collateral of any kind, which may be received by the Borrower in payment, or on account, of, or in connection with, any of the assigned accounts receivable, and the same shall be the property of the Lender, and the Lender, or his assigns, shall have the right to endorse the name of the Borrower, or any trade name under which he transacts business, on any and all commercial paper received by the Lender in payment, or on account, of the assigned accounts receivable. (e) Immediately communicate to the Lender any information received by the Borrower, relating to the financial status of, or to any suit or proceeding against, any debtor under any of said accounts receivable. (f) Permit the Lender, or his representative, to audit, from time to time, without notice, the books kept by the Borrower, and to examine, at any time, all of the books of account and papers kept by the Borrower, and all letters and reports received, relating to sales and dealings with his customers; and the Borrower shall deliver to the Lender, at any time, on request, statements and balance sheets, showing the condition of his business. 7. Any money which shall become due hereunder from the Borrower to the Lender, shall be added to, and be a part of, the loan; and the lien of the Lender on the accounts receivable shall include all moneys which shall become due to the Lender from the Borrower, as well as the amount of the loan and interest thereon, and such lien shall extend to all the assigned accounts receivable. 8. (a) The Lender shall have full power to re-assign the accounts receivable; and said accounts receivable shall be, and remain, the sole property of the Lender, or his assigns, with unlimited authority to sell, assign, pledge, re-pledge, collect, compromise, extend or convert the same into bills receivable, with or without security; and the Lender, or his assigns, either jointly or severally, may institute and prosecute legal proceedings for the collection of the same, or do anything else in connection therewith, which the Borrower might do, had such accounts not been assigned, and this, without extending the time of payment of any loan. (b) The Borrower shall repay to the Lender any expense incurred by him, including counsel fees, in any proceedings instituted by, or prosecuted against, him, or his assigns, or otherwise, in the collection of the loan, or of the accounts receivable, or for the protection, or preservation, of his, or their, rights in the premises. 9. The Borrower shall pay the amount of the loan made by the Lender, with interest thereon, whenever the same, by its terms, becomes due, without regard to the condition of the accounts receivable held as security for said loan; and the Borrower waives any defense, in law, or in equity, growing out of the condition, or management, of the accounts receivable so assigned.. 10. The Borrower shall pay to the Lender interest at the rate of six (6%) per cent per annum on daily loan balances, and a commission to be agreed upon. 11. This agreement shall commence on the date hereof, and may be terminated as to the obligation to assign accounts receivable, and to make advances on the security thereof, at any time, on sixty (60) days' notice in writing by one party to the other. 12. Each and every of the agreements herein contained is declared to be of the essence of this contract, and, in the event of the violation of any of them by either party, the other party may immediately terminate this agreement. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. $..... John Doe (L.S.). "Exhibit A" New York City, .. ... On demand, for value received, John Doe promises to pay to Richard Roe, or order, at his office, No. 112 Broadway, Borough of Manhattan, New York City, .. dollars, with interest at the rate of six per cent per annum, said sum to be secured by the assignment to Richard Roe, or order, as collateral security for the payment of this and of all previous and subsequent obligations of John Doe, due, or to become due, of certain accounts receivable, debts, claims and demands created in favor of, and belonging to, John Doe, at the time of such assignment, and all moneys due, or to grow due thereon, together with all the right, title and interest of John Doe in and to the merchandise for the sale and delivery of which said accounts arose; with the right on the part of the said Richard Roe and his assigns, from time to time, to demand such additional security as he, or they, may deem necessary, and, on failure to comply with any such demand, this obligation shall be deemed to be due and payable forthwith, without notice or demand; and with the further right to accept and substitute other assigned accounts subsequent to the date hereof, in lieu of accounts this day assigned, and to hold such other accounts as collateral to this loan, with the same rights and powers and under the same conditions as the accounts, and each of them, assigned and delivered herewith; with full power and authority to said Richard Roe and his assigns to sell and deliver |