the maximum interest rate or total fees permitted by law. In the event any excess interest or fees are collected, the same shall be refunded or credited to Client.
(b) Client may obtain a fixed rate Express CreditLine Advance (other than a balance conversion) only by (i) requesting SB to issue a Branch Check payable to Client in the amount of the Express CreditLine Advance or (ii) requesting SB to wire-transfer federal funds in the amount of the Express CreditLine Advance to a bank account in the Client’s name. Client may not have more than nine fixed rate Express CreditLine Advances outstanding at any one time.
(c) At the end of the selected one-, three-, six- or twelve-month term, or 2-, 3-, 4-, or 5-year term, Client may pay the Express CreditLine Advance in full, or renew the fixed interest rate for the same or a different term based on the LIBOR rates in effect on the first business day of the renewal term. Client must select a renewal term no more than 30 days prior to the end of the fixed rate term. If Client does not select a renewal term, the Express CreditLine Advance will be subject to the variable interest rate as described in Paragraph (3)(a) of the Agreement.
(d) In the event Client pays a fixed rate Express CreditLine Advance, in whole or in part, prior to the expiration of the selected maturity term, or requests that the Advance be converted to a variable rate of interest, a “breakage fee” will be charged to Client. SB may, in its sole discretion, debit Client’s Express CreditLine Account for the amount of the breakage fee. Interest will accrue on the debited amount at a variable interest rate as described in Paragraph (3)(a) of this Agreement until the amount is paid in full. The breakage fee will be determined as follows: SB will compare the original LIBOR rate selected by Client (rate “A”) to the current LIBOR rate as of the Prepayment Effective Date (rate “B”). If A is greater than B, SB will calculate the breakage fee by multiplying the difference between rates A and B by the total amount of the Advance, times the remainder of the maturity term. The remainder of the maturity term will be computed on a 360-day year basis from the Prepayment Effective Date to the end of the maturity term. The Prepayment Effective Date will be the date Client makes the prepayment or requests that the Advance be converted to a variable rate of interest. If the prepayment or request occurs after 3:00 p.m. eastern time or on a non-business day, the Prepayment Effective Date will be the next business day. The minimum breakage fee is $500. If A is less than or equal to B, a breakage fee of $500 will be charged.
(e) SB reserves the right in its sole discretion to stop offering fixed rate advances. If fixed rate advances are discontinued, Client may no longer select a fixed interest rate for any new Express CreditLine Advance. However, the fixed interest rate on any existing Express CreditLine Advance will not be affected, except that on the interest maturity date, unless paid in full, the Express CreditLine Advance will be subject to the variable interest rate as described in Paragraph (3)(a) of the Agreement. The fixing of interest for any period of time shall be without prejudice to SB’s rights to demand payment of the Loan Facility at any time pursuant to Paragraph 5 hereof.
5) Client agrees to pay on demand any balance owing with respect to Client’s Loan Facility, including interest, fees and any costs of collection (including reasonable attorneys’ fees, if any). Client understands that SB may demand full or partial payment of any balance outstanding under the Loan Facility at its sole option and without cause at any time, and that Express CreditLine Advances under the Loan Facility are not for any specific term or duration. Client agrees that at the sole option of SB, all payments received in respect of any Collateral in Client’s Express CreditLine Account, including interest, dividends, premiums and principal; all proceeds from any Collateral in Client’s Express CreditLine Account that is liquidated for any reason; and all deposits or other transfers into Client’s Express CreditLine Account may be applied in SB’s sole discretion, first to repay any interest accrued with respect to Client’s Loan Facility (whether or not such interest has been added to the principal amount of the Loan Facility outstanding), and then to any other amounts outstanding or otherwise payable to SB under the Loan Facility. In its sole discretion, SB may require Client to maintain sufficient shares in a money market fund in Client’s Express CreditLine Account to pay all interest that accrues and which is not paid through the application of all payments received in respect of any Collateral in Client’s Express CreditLine Account, all proceeds from any Collateral and all deposits or other transfers into Client’s Express CreditLine Account. As necessary, SB may, without prior notice to Client, debit the money market fund in Client’s Express CreditLine Account in such amount as is necessary to pay such excess interest as it accrues. Any amount outstanding under the Loan Facility may be paid at any time in whole or in part by Client without penalty. Payments applied to principal will increase the amount available for subsequent Express CreditLine Advances, subject to Client’s Loan Limit. Client shall make all payments regarding the Loan Facility to SB at its offices in New York.
6) Client agrees not (a) to use any portion of an Express CreditLine Advance to purchase, carry or trade in securities, or to reduce or retire other debts Client incurs for the purpose of purchasing, carrying or trading in securities, (b) to make any Client FMA Check payable to SB or another brokerage firm, or (c) to make funds available to a third party for any purpose described in clauses (a) or (b). Client shall be deemed to repeat such agreements each time Client obtains an Express CreditLine Advance hereunder. Client also acknowledges that willful non-compliance with these restrictions may constitute a violation by Client of Regulation “X” of the Federal Reserve Board.
7) (a) As security for Client’s obligations to SB under this Agreement, Client hereby assigns, grants and conveys to SB a first priority lien and security interest in all cash, stocks, bonds, other securities, certificates of deposit and instruments now or hereafter in Client’s Express CreditLine Account and all other accounts maintained by Client with SB (including any managed accounts maintained by Client) and all dividends, interest and proceeds of such property, and any property substituted by the Client (collectively, the “Collateral”). Client authorizes SB, at Client’s expense, to sign and file, without Client’s signature, such financing statements and other documents that in SB’s sole judgment are necessary to perfect, preserve and protect SB’s security interest in the Collateral, and to perform any and all such other acts necessary and incident to the execution of the powers granted to SB herein. Client also agrees to take all action which SB reasonably requests to assure that SB has a continuing first priority perfected security interest in the Collateral while this Agreement remains in effect.
(b) SB reserves the right to require Client at any time to deposit into Client’s Express CreditLine Account additional Collateral in such amount as SB requires or to substitute new Collateral for any Collateral that has previously been deposited in Client’s Express CreditLine Account. Client may, with SB’s approval and upon such terms and conditions as SB shall prescribe, substitute securities or other property for Collateral in Client’s Express CreditLine Account.
The Following Paragraph 8 (a) is Applicable Only to Clients Who Are Natural Persons
8) (a) Client represents and warrants to SB that (a) except for SB’s rights under this Agreement, Client owns the Collateral free of any security interest or lien in favor of any third party or any impediment to transfer (other than, in the case of restricted and control stock, any restrictive legend restricting the sale of the security under the Securities Act of 1933), (b) Client will not pledge the Collateral or grant a security interest in the Collateral to any third party, or permit the Collateral to become subject to any liens or encumbrances (other than SB’s security interest), or enter into a “lock-up” agreement or other agreement that affects the Collateral, in each case during the term of this Agreement, (c) Client is of the age of a majority in the state in which he/she is domiciled and is authorized to execute and deliver this Agreement and to perform his/her obligations hereunder, (d) Client is not an employee benefit plan, as that term is defined by the Employee Retirement Income
Security Act of 1974 (“ERISA”), or an Individual Retirement Account, (e) in respect of restricted and control stock, in the event that SB liquidates and sells the Collateral, all Collateral consisting of securities will be readily transferable into “street name” in good deliverable form, and together with the securities of any other person whose sales must be aggregated with the Client’s under applicable law and rules, will be saleable under the Securities Act of 1933 and other applicable law and rules, and (f) unless Client advises SB to the contrary in writing and provides SB with a letter of approval, where required, from Client’s employer, Client is not an employee or member of any stock exchange or trading market or of any corporation or firm engaged in the business of dealing, either as a broker or as principal, in securities, bills of exchange, acceptances or other forms of commercial paper. Client shall be deemed to repeat each of these representations and warranties each time Client obtains an Express CreditLine Advance hereunder,
The Following Paragraph 8 (a) is Applicable Only to Clients Who Are Corporations, Partnerships, Trusts or Other Entities
8) (a) Client represents and warrants to SB that a) it is a corporation, partnership, trust or other entity duly organized, validly existing and in good standing under the laws of the State in which it is organized; b) it has all requisite power and authority to own its property and assets and to carry on its business as now conducted and as proposed to be conducted; c) it is qualified to do business in every jurisdiction where such qualification is required, except where the failure to qualify would not have a material adverse effect on Client; d) it has the power and authority to execute, deliver and perform its obligations under this Agreement; e) the execution, delivery and performance of this Agreement and the creation of a first priority lien and security interest in the Collateral provided for herein (i) are within Client’s corporate power, (ii) have been duly authorized by all necessary and proper corporate action, including the consent of shareholders where required, (iii) are not in contravention of any provision of Client’s certificate of incorporation or by-laws, (iv) do not violate any law or regulation, or any order or decree of any court or governmental instrumentality applicable to Client, and (v) do not conflict with or result in the breach of, or constitute a default under, any indenture, mortgage, deed of trust, lease agreement or other instrument to which Client is a party or by which Client or any of its property is bound; f) this Agreement has been duly executed and delivered by Client and constitutes its legal, valid and binding obligation enforceable against Client in accordance with its terms; g) except for SB’s rights under this Agreement, Client owns the Collateral free of any security interest or lien in favor of any third party or any impediment to transfer (other than, in the case of restricted and control stock, any restrictive legend restricting the sale of the security under the Securities Act of 1933); h) Client is not an employee benefit plan, as that term is defined by ERISA; and i) Client will not pledge the Collateral or grant a security interest in the Collateral to any third party, or permit the Collateral to become subject to any liens or encumbrances (other than SB’s security interest), or enter into a “lock-up” agreement or other agreement that affects the Collateral, in each case during the term of this Agreement and j) in respect of restricted and control stock, in the event that SB liquidates and sells the Collateral, all Collateral consisting of securities will be readily transferable into “street name” in good deliverable form, and together with the securities of any other person whose sales must be aggregated with the Client’s under applicable law and rules, will be saleable under the Securities Act of 1933 and other applicable law and rules. Client shall be deemed to repeat each of these representations and warranties each time Client obtains an Express CreditLine Advance hereunder.
(b) In the event Client maintains a Consulting Group account with SB, Client acknowledges that it has received and had the opportunity to review SB’s “wrap fee brochure” and the disclosures therein relating to Client’s Express CreditLine Loan Facility.
Paragraph 8 (c) is Applicable Only to Idaho and Rhode Island Residents
8 (c) Client represents and warrants that (i) all Express CreditLine Advances are being received solely to acquire or carry on a business or commercial enterprise and/or Client is a business or commercial organization, and (ii) Express CreditLine Advances shall be used for commercial purposes. It is agreed and stipulated that all Express CreditLine Advances shall be construed for all purposes as commercial loans and are made for other than personal, family or household purposes.
9) Whenever SB deems it necessary or appropriate for its protection, SB is authorized, in its sole discretion, to take one or more of the following actions: (a) require Client to repay promptly all or a specified amount of the outstanding balance of the Loan facility, (b) deposit promptly into Client’s Express CreditLine Account a specific amount of additional Collateral, (c) reduce the Loan Limit to a level determined by SB, (d) liquidate, withdraw or sell the Collateral and apply it to any amounts owed to SB, or (e) terminate Client’s Express CreditLine borrowing privileges. All of the foregoing actions may be done without prior notice to Client, and in the case of clauses (c)-(e), without demand upon Client. In addition, any sale may be made in SB’s sole discretion on the exchange or market where such business is then usually transacted, at public auction or private sale and without providing Client prior notice of such sale. In addition to SB’s rights under this Agreement, SB shall have the right to exercise any one or more of the rights and remedies of a secured creditor under the New York Uniform Commercial Code then in effect. All rights and remedies under this Agreement are cumulative and are in addition to all other rights and remedies that SB may have at law or equity. Notwithstanding the foregoing, to the extent permitted by law, Client expressly waives compliance with the provisions of Section 202 of the New York Lien Law.
10) This Agreement and its enforcement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws rules of such State.
11) This Agreement may not be assigned by Client without SB’s prior written consent, and shall be binding upon Client’s heirs, executors, administrators, successors and permitted assigns (whichever is applicable). SB may assign this Agreement to any person or entity without Client’s consent or prior notice to Client, and this Agreement shall inure to the benefit of SB’s successors and assigns (whether by merger, consolidation or otherwise).
12) This Agreement may be amended (a) by SB at any time by sending Client a written notice of such amendment, or (b) with the written consent of both parties. Any such amendment shall be effective as of the date established by SB or by both parties, as applicable. This Agreement may not be amended orally, Either Client or SB may waive compliance with any provision of this Agreement. Such waiver must be in writing and signed by the party to be charged with such waiver. Any such waiver will not be deemed to be a waiver of any other provision of this Agreement.
13) SB shall not be liable to Client for (a) any loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions, commonly known as “Acts of God,” beyond SB’s control, or (b) any consequential, incidental, indirect or special damages, even if such damages are reasonably foreseeable.
14) This Agreement, all schedules to this Agreement, and the New Account Document reflect the entire agreement between SB and Client concerning Client’s Loan Facility, and supersede any other agreement, promise, representation or undertaking, whether written or oral, concerning the Loan Facility. This Agreement is in addition to, and does not nullify, Client’s FMA Account agreement and any other agreements between Client and SB (collectively, “Other Agreements”). In the event of a conflict between the provisions of this Agreement, on the one hand, and the New Account Document or the Other Agreements, on the other hand, the provisions of this Agreement shall govern.
15) If any provision of this Agreement is held to be invalid, illegal or unenforceable by reason of any law, rule, administrative order or judicial decision, such determination shall not affect the validity of the remaining provisions of this Agreement.
16) Either party may terminate this Agreement upon thirty (30) calendar days prior written notice to the other party, except that Client shall not be entitled to terminate this Agreement in the event there is an outstanding principal balance in the Loan Facility, or accrued interest or other fees and charges (if any) relating to the Loan Facility have not been paid. Termination of this Agreement shall not affect any obligations incurred by Client prior to the effective date of termination, or SB’s rights to the Collateral, or securities deposited with SB by a guarantor of Client’s Loan Facility. All indemnification provisions herein, as well as Paragraphs 17-22, shall survive the termination of this Agreement.
17) Without the necessity of a judicial determination, and whether or not litigation occurs, Client hereby agrees to indemnify and hold harmless SB and its directors, officers, employees, agents and affiliates from any and all claims (whether or not meritorious), liabilities, judgments, damages, losses, costs and expenses of any nature whatsoever (including reasonable attorneys’ fees and expenses) in any way
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related to, or arising out of or in connection with, this Agreement, including without limitation Client’s grant of a first priority lien and security interest in the Collateral and any action taken or omitted by SB at Client’s request or pursuant to Client’s instructions.
18)ARBITRATION
This agreement contains a predispute arbitration clause. By signing an arbitration agreement the parties agree as follows:
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• All parties to this agreement are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed. |
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• Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited. |
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• The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings. |
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• The arbitrators do not have to explain the reason(s) for their award. |
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• The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. |
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• The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court. |
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• The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into this agreement. |
I agree that all claims or controversies, whether such claims or controversies arose prior, on or subsequent to the date hereof, between me and SB and/or any of its present or former officers, directors, or employees concerning or arising from (i) any account maintained by me with SB individually or jointly with others in any capacity; (ii) any transaction involving SB or any predecessor firms by merger, acquisition or other business combination and me, whether or not such transaction occurred in such account or accounts; or (iii) the construction, performance or breach of this or any other agreement between us, any duty arising from the business of SB or otherwise, shall be determined by arbitration before, and only before, any self-regulatory organization or exchange of which SB is a member. I may elect which of these arbitration forums shall hear the matter by sending a registered letter or telegram addressed to Morgan Stanley Smith Barney at 111 Wall Street, 17th Floor, New York, N.Y, 10005, Attn: Law Department. if I fail to make such election before the expiration of live (5) days after receipt of a written request from SB to make such election, SB shall have the right to choose the forum.
No person shall bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein.
19) SB shall not be liable for a refusal by a third party to honor any Client FMA Check or the Card.
THE FOLLOWING PARAGRAPHS 20 - 22 APPLY ONLY TO MULTIPLE PARTY ACCOUNTS OF NATURAL PERSONS
20) If Client’s Express CreditLine Account is a multiple party account, in consideration of SB establishing the Loan Facility for the owners thereof, each account owner agrees that he/she is a Client for purposes of this Agreement and to be jointly and severally liable for said account and to pay on demand any balance owing with respect to the Loan Facility. Each account owner has full power and authority to borrow and withdraw money or to do anything with reference to the Express CreditLine Account as if he or she were the sole owner thereof, and SB is authorized and directed to act upon any instructions received from any account owner and to accept payment and securities from any account owner for the credit of this account regardless of the source or registration of such payments or securities.
Any and all notices, communications or any demands sent to any account owner shall be binding upon all account owners, and may be given by mail or other means of communication. All representations and agreements contained in this Agreement shall be deemed to have been made by each account owner.
21) Without the necessity of a judicial determination, and whether or not litigation occurs, each account owner agrees to indemnify and hold harmless SB and its directors, officers, employees, agents and affiliates from and against any and all claims (whether or not meritorious), liabilities, judgments, damages, losses, costs and expenses of any nature whatsoever (including reasonable attorneys’ fees and expenses) in any way related to, or arising out of, or in connection with, or as the result of, SB following the instructions of any account owner. SB, in its sole discretion, may at any time suspend all activity in the multiple party account pending instructions from a court of competent jurisdiction or require that instructions pertaining to the multiple party account or the property therein be in writing signed by all account owners. SB shall be entitled to recover from the Express CreditLine Account or from any account owner prior to distribution of the funds or property therein such costs as it may incur, including reasonable attorneys’ fees, as the result of any dispute between or among account owners relating to or arising from the Express CreditLine Account.
22) (a) Each Express CreditLine Account owner agrees that, in the event of the death of any owner thereof, the survivor or survivors shall immediately give SB written notice thereof, and SB may, before or after receiving such notice, take such actions, require such papers, inheritance or estate tax waivers, retain such portion of the account and restrict transactions in such account as SB may deem advisable to protect SB against any tax, liability, penalty or loss under any present or future laws or otherwise. The estate of an Express CreditLine Account owner who shall have died shall be liable and each survivor shall continue to be liable, jointly and severally, for all obligations to SB under this Agreement whether or not incurred prior to the receipt by SB of the written notice of the death of the decedent, or incurred in the liquidation of the Express CreditLine Account or the adjustment of the interests of the respective parties.
(b) If the Express CreditLine Account contains any rights of survivorship, in the event of the death of any owner thereof, all assets in the Express CreditLine Account shall pass to and be vested in the survivor[s] on the same terms and conditions as previously held, without in any manner releasing the decedent[s] estate from the liabilities provided for herein. The estate[s] of the decedent[s] and the survivor[s] hereby jointly and severally agree to fully indemnify and hold harmless SB from all liability for any taxes which may be owed in connection with the transfer and vesting of the assets in the survivor[s], or any claims by third parties.
DISCLOSURES REQUIRED BY STATE LAW
23) SB is required to give each of the following disclosures to Clients who reside in the state to which each specific disclosure applies. Please note that some disclosures required by state law may reflect rights granted to all consumers under similar federal laws.
a) illinois (if credit card access is requested):
No applicant may be denied a credit card on account of race, color, religion, national origin, ancestry, age (between 40 and 70), sex, marital status, or physical or mental handicap unrelated to the ability to pay or unfavorable discharge from military service. The applicant may request the reason for rejection of his or her application for a credit card. No person need reapply for a credit card in any name permitted by law that he or she regularly uses and is generally known by, so long as no fraud in intended thereby. A person may hold a credit card in any name permitted by law that he or she regularly uses and is generally known by, so long as no fraud is intended thereby.
b) Minnesota:
Express CreditLine Advances are made by SB under Section 334.19 of the Minnesota Statutes.
c) Missouri:
Oral agreements or commitments to loan money, extend credit or to forbear from enforcing repayment of a debt including promises to extend or renew such debt are not enforceable. To protect client (borrower) and SB (creditor) from misunderstanding or disappointment, any agreements we reach covering such matters are contained
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in this writing, which is the complete and exclusive statement of the agreement between us, except as we may later agree in writing to modify it.
d) New York:
A consumer report may be requested in connection with your application. Upon your request, we will inform you whether or not a consumer report was requested, and if so, the name and address of the consumer reporting agency that furnished the report. Subsequent consumer reports may be requested or utilized in connection with an update, renewal or extension of the credit for which you are applying.
e)Ohio
The Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers, and that credit-reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law.
f) Rhode island:
A consumer credit report may be obtained in connection with your application.
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CLIENT ACKNOWLEDGES RECEIPT OF FORM T-4 PROMULGATED BY THE FEDERAL RESERVE BOARD AS WELL AS A COPY OF THIS AGREEMENT. BY SIGNING BELOW, CLIENT APPLIES FOR THIS LOAN FACILITY AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE AT PAGE 3, PARAGRAPH 18.
Signature of Branch or Operations Manager: _______________________________________________________ Date: __________________
Branch Office Address140 E. Ridgewood Ave, 3rd Floor North Tower, Paramus, NJ 07652
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Print Name of Client | | Signature of Client | | Date |
Wireless Telecom Group, Paul Genova Pr | | 
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Print Name of Client | | Signature of Client | | Date |
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If a Corporation, Partnership, Trust or Other Entity also provide | | |
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Entity Name
Wireless Telecom Group INC. | | Authorized Signer and Title (please print)
Paul Genova, President | | |
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Schedule “A”
Loan Limit Amount Election
Name of Client:Wireless Telecom Group, Paul Genova Pr elects the following as Client’s initial Loan Limit.
Client should elect and sign only one of the alternatives below.
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a) | the sum of the Loanable Values in Client’s SB account(s) computed in accordance with Paragraph 1 (a), which must be equal to or greater than $25,001. |
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Print Name of Client | | Signature of Client | | Date |
Paul Genova | | 
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Print Name of Client | | Signature of Client | | Date |
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or | | | | |
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b) | $_________________ (specify dollar amount, which must be equal to or greater than $25,001). After Client signs and dates this document, Client may not borrow an amount greater than it has specified unless Client signs and dates an amended Loan Limit Amount Election form specifying such greater amount and SB countersigns the amended form. |
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Print Name of Client | | Signature of Client | | Date |
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Approved by SB | | | | |
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Print Name of Branch or Operations Manager | | Signature of Branch or Operations Manager | | Date |
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Minimum Loan Limit |
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State | | for consumer loans | | for business loans | | State | | for consumer loans | | for business loans |
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Colorado | | $75,001.00 | | | $75,001.00 | | | Illinois | | $40,001.00 | | $40,001.00 |
Indiana | | $50,001.00 | | | $25,001.00 | | | Maine | | $35,001,00 | | $35,001.00 |
New Jerey | | $50,001.00 | ** | | $50,001.00 | ** | | Oklahoma | | $45,001.00 | | $45,001.00 |
Oregon | | $50,001.00 | | | $50,001.00 | | | Pennsylvania | | $50,001.00 | | $50,001.00 |
South Carolina | | $82,501.00 | | | $25,001.00 | | | Vermont | | N/A | | $1,000,001.00 |
West Virginia | | $45,001.00 | | | $45,001.00 | | | Wyoming | | $50,001.00 | | $50,001.00 |
* In the states listed below Schedule “A”, the minimum Loan Limit will be higher.
** Minimum initial draw of $50,001 within three days of loan approval.
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