1 This factoring agreement made, signed and executed by and between FACTORING FINANCIAL SERVICES INC. (Factor) residing at Büyükdere Caddesi No: 191 Apa Giz Plaza Levent-İstanbul and (Client/ Clients residing at ) has the following terms: I- SUBJECT & SCOPE OF THE AGREEMENT AND DEFINITIONS 1 - The subject of this agreement is the CLIENT benefiting from factoring services by assigning his existing or hereafter arising receivables from or out of the domestic/international sale of merchandise and/or the rendition of services of its company during the term of this agreement collectively and in advance to the FACTOR. 2 - The receivables assigned to the FACTOR upon signature of this agreement are the receivables arising from the sale of goods / services supplied by the CLIENT without payment terms or with maturity terms less than.. days. Sales or rendition of services and consignment sales to real persons or entities, the CLIENT is directly or indirectly partner of and receivables with maturity terms longer than.. days shall not be included within the scope of this agreement except for cases with the written consent of the FACTOR. 3 - All proceeds of hereafter arising receivables including interests and personal or in kind guaranties are transferred to the FACTOR as per the provisions of this agreement. Therefore any receivables of which the FACTOR for any reason has not been informed shall also be within the scope of the agreement. 4 The definitions of specific concepts used in this agreement and related to the nature of agreement are listed below: a) Debtor; real or legal persons liable for the receivables assigned by the CLIENT as per the Articles 1 and 2 of this agreement. b) Receivables declaration (AB-NTR); Declaration of arising receivables assigned to the FACTOR by the CLIENT as per the provisions of this agreement. c) Limit Approval Notice (LAN); The declaration made by the FACTOR to the CLIENT for the purpose of enabling the guarantee provisions in the agreement, which includes the guarantee limit for the debtor and the receivable as well as the term for the receivable limited to this agreement. d) Maximum Factoring Volume (MFV); the total trading volume for the CLIENT set by the FACTOR as a basis for the factoring services provided. e) The Debtor Trading Volume (DTV), the maximum transaction volume set for each of the CLIENT s debtors separately. f) Advance payment (Financing) rate, the rate of financing which may be provided by the FACTOR for the receivables assigned. II-GENERAL PROVISIONS RELATED TO THE OPERATION OF FACTORING SERVICES 1 The CLIENT is required to notify the FACTOR about the hereafter arising receivables within the scope of this agreement immediately using an AB/NTR form as soon as they occur. The CLIENT shall make this notification by delivering the AB/NTR form the CLIENT has available together with a copy of the CLIENT s invoice by hand in return for a signature or by sending via registered mail. Along with the AB/NTR forms and invoices, the CLIENT shall also hand over other documents
2 related to the basis of the receivables, order form, checks (if any), means of payment such as bills as well as collaterals to the FACTOR accordance with the procedures and time limitations. AB/NTR forms without the copies of invoices and other attachments shall not be valid. 2 On his invoices The CLIENT should clearly state that the receivables have been assigned to the FACTOR as well as including clauses to indicate the maturity date, payment locations, FACTOR s title, full address and should clearly inform the debtor about the assignment and -if any- about conventional interest and default interest rates. If a separate agreement or a framework agreement takes effect between the CLIENT and the debtor, a copy of this agreement shall also be sent to the FACTOR. In this agreement the CLIENT should include a clause for providing and protecting the FACTOR's rights arising from this agreement. The obligation to inform the debtor about the assignment of the receivables to the FACTOR solely belongs to the CLIENT. 3 THE FACTOR reserves the right to transfer the receivables and the payment instruments assigned under the provisions of this agreement to third parties and also has the power of disposition on these receivables and means of payment. 4 The CLIENT shall guarantee the payment of the receivables assigned unless assented by the FACTOR by written consent. These collaterals may be in kind, personal or they may be securities arranged, endorsed and delivered to the FACTOR for this purpose. 5 The CLIENT shall also provide collaterals for the advance payments, financing, factoring fees, commissions, interests, all costs and accessories as per the type of guarantee and the amount requested by the FACTOR. The FACTOR reserves the right demand the collateral to be changed or ask for additional collateral without providing any reason and justification. These collaterals shall constitute the entire claims of the FACTOR arising/arisen from the CLIENT in any case, including the cases of extension of the duration of the agreement, its renewal and termination for any reason. The FACTOR reserves the right to demand claims, damages and accessories exceeding the collateral amount. The purpose for the securities duly endorsed and delivered to the FACTOR as collaterals should be clearly marked so that they can be differentiated from the payment instruments. In case of a claim that a security, which has not been marked as collateral is submitted as collateral, the CLIENT shall be asked to provide the related agreement containing the signature of the FACTOR. 6 The CLIENT irrevocably guarantees the existence of the receivable assigned and power of disposition on the receivables assigned within the scope of the agreement and in case of nonpayment of the receivables assigned for any reason, he agrees to pay the receivable, advance payment, financing, accessories and any related damages or expenses of the FACTOR immediately and in full, without any need for the appointment of the term, a notice, a warning, or a court order. 7 The CLIENT agrees and guarantees to provide the annual minimum income determined by the parties separately for each year throughout the agreement period. 8 - CLIENT shall refrain from any behavior which may obstruct/delay the payment of the receivables to the FACTOR and his performance of the acts underlined by this agreement. Barters, offsets, or all other pleas or appeals resulting from the basic relationship between the CLIENT and the debtor may not obstruct and/or delay the performance of the CLIENT's obligations to the FACTOR. The CLIENT guarantees that the goods shall be received by the debtor without any reservations and they shall be free from financial and legal defects; and the sales, exports and any other
3 processes shall be properly arranged and realized so that the FACTOR shall not face any appeals or pleas. 9 - The CLIENT shall on a quarterly basis and at the end of each accounting year or upon any other request send all information related to its company, sales and debtors, statement and balances etc. to the FACTOR and allows in advance inspection by the FACTOR's own staff or through independent agencies on all records, documents and books. In case of new ventures, a new partner, developments which may affect the management of the organization, changes and lawsuits filed against the CLIENT by third parties, legal proceedings initiated, any developments which may have a negative effect on the collaterals, the CLIENT shall notify the FACTOR immediately. The fact that the CLIENT has submitted the required information and documents related to this article or this agreement to the FACTOR or the FACTOR has not made any demands on this subject does not fully or partially relieve the CLIENT from any of his obligations. 10 The CLIENT shall provide the FACTOR information on demands exceeding 15% of MFV set by the FACTOR, continuous debt relationships started regardless of the amount, financial situation of the demanding party and the contractual terms. In such situations the FACTOR has the right to exclude the receivables arising from these sales and/or rendition of services. On the other hand, regardless of the amount, a copy of all documents (reports, loading, transportation, insurance, etc.) related to the sales and receivables within the scope of the agreement should be sent to the FACTOR. The fact that the receivables mentioned above have been excluded does not mean that the FACTOR has set given a LAN and/or is liable for a guarantee or an advance payment related to these receivables. The clause in the final sentence of the Article (II / 9) above is also valid for the receivables within the scope of this article. 11 In case the goods sold are delivered to the buyer (CLIENT s debtor) in a location other than the company premises and the debtor does not claim all responsibility for the goods sold, the CLIENT shall be liable for having the goods insured against all risks and paying for the premiums and expenses by himself. With this clause the CLIENT assigns the indemnity insurance to the FACTOR in advance. The assignment of the insurance compensation shall not make the CLIENT liable for the receivable by this amount only and the FACTOR is entitled to initiate legal proceedings on the CLIENT, cash the collaterals and ask for an advance payment and payment for all other damages. The FACTOR reserves the right to demand all damages exceeding the limit. 12 The CLIENT is required to provide the necessary and documents before claiming any of his rights arising from the basic relationship with the debtor (notice, warning, legal action, termination, etc.). In case any change, termination that may occur during the legal transaction between the CLIENT and the debtor leads to nonpayment or partial nonpayment or termination of the receivable assigned, the CLIENT shall immediately return the advance payment (Financing) he/she received for this receivable together with the factoring fee notified by the FACTOR and all its interests and accessories. The CLIENT may not claim back any fees, interest, expenses or commissions he has paid related to this receivable or avoid their payment The provisions of Article (II/12) shall apply in case the CLIENT cannot resolve the disputes between himself and his debtor, which may result in nonpayment or even partial nonpayment of the receivables or delays in payment or in case it becomes clear that the resolution of these disputes will be later than the payment
4 date. On the other hand the CLIENT may not sign new agreements or renew agreements with his debtor which delay or affect the payments negatively. 14 Provided that the provisions of Section III are reserved and no LAN is given, the CLIENT is obliged to take over all partially paid or unpaid receivables for any reason within 30 days of their term and return all financing payments and accessories for these receivables. Returns are made in line with the provisions of Article (II/12). Reassignment of receivables is performed with a return receipt issued by the FACTOR. Unless separately agreed otherwise for each receivable by the parties, the FACTOR is not obligated to send a notice, warning or a lodge a protest to the debtor or initiate legal proceedings and /or file a suit against the debtor. The FACTOR is not obligated to follow up or denounce any demands or transactions including all pleas and appeals, responses, measures taken against him by the debtor related to the basic relationship or receivables. The CLIENT does not have the right under any circumstances to make such demands from the FACTOR or file a lawsuit for such reasons. This disclaimer of the CLIENT is applicable in situations where the exercising of rights are subjected to a limited time period. 15 In situations where the assigned receivable has not been paid, the FACTOR may take responsibility for proceedings and collection through the judicial organs and / or by enforcement only, depending on what has been decided by the parties for each of case separately. Even in such situations, the CLIENT may not demand anything from the FACTOR claiming that the receivable has not been pursued appropriately. The CLIENT is liable to pay all costs related to the follow up and collection of receivables and the collection fee accrued as per the receivable amount and all accessories. The payment of this interest and fees does not depend on the condition of successful follow up and collection. If a suit has been filed against the CLIENT or legal proceedings are being pursued, this article s provisions do not necessitate the postponement of the CLIENT s return of the advance payment and the payment of the factoring fee accrued as per the receivable, the interest expense and commission claims. The FACTOR may immediately request the said claims from the CLIENT. The amount collected from the debtor as a result of litigation or legal proceedings will be deducted on the CLIENT's other debts. For the uncollected or partially collected receivables the CLIENT s responsibilities continue the same way. 16 In case the CLIENT makes sales agreements such as agreements with payment in installments or retention of title, upon request the CLIENT is obliged to issue a declaration of intention for transferring and assigning all legal and contractual rights to the FACTOR, carry out the legal transactions and if necessary assign the mediate possession and ownership of the goods to the FACTOR. 17 The CLIENT should refrain from any acts which may cause damage to the FACTOR. CLIENT s such acts or any conflicting acts with the rule of honesty in the agreement shall be deemed as heavy violation of the agreement. 18 The FACTOR agrees to provide factoring services to the CLIENT for the receivables assigned as per the conditions below, the appendices and the amendments of this agreement. 19 The FACTOR shall determine a DTV for each debtor declared by the client and notify the CLIENT in writing. Once the receivables arise (automatic assignment to the FACTOR as per the conditions of this agreement) for the sale of merchandise and/or the rendition of services by the CLIENT to a debtor with a DTV allocated and the documents have been delivered, the FACTOR may offer advance payment (Financing) at a rate to be determined by the FACTOR. It is the FACTOR s sole discretion to allocate or not allocate an advance payment and the CLIENT does not
5 have the right to demand an advance payment (Financing) due to a gap in the MFV or the DTV. The DTV set for the debtor may not be exceeded under any circumstances. If the receivables assigned exceed the DTV, an advance payment shall not be available for the exceeding amount. If the debtor pays for the receivables, the same ratio of financing can be obtained for the debtor trading volume made available by this transaction. If an advance payment (Financing) has not been provided for the receivable assigned to the FACTOR, this indicates that the factoring services are only being used for collection purposes. These types of receivables are also subject to the same provisions in this agreement. However advance payment (Financing) is not provided. 20 Receivables exceeding the DTV, collected receivable balances and all accrued or to be accrued receivables in favor of the CLIENT, constitute the CLIENT s collateral to the FACTOR for his current debts and liabilities arising from this agreement or for any other reason. The FACTOR may deduct these from the CLIENT s debts or exchange them and he also has the right to block them due the potential risks related to the CLIENT. 21 The FACTOR is entitled to the right of nonpayment in situations such as one of the debtors having difficulty in repayment, delay in payment, defect claim, force majeure or exceptional circumstances even if the DTV has limit available. The FACTOR is not required to investigate the legitimacy of the claims or notify the CLIENT. In case there is a dispute related to the basic relationship between the CLIENT and the debtor, the FACTOR may avoid payment and can freely assign back the said receivables at any time. The provisions of Articles (II/11) and (II/12) shall apply in such circumstances. 22 The fact that a DTV has been assigned by the FACTOR to the borrowers and no advance payment (Financing) has been made does not imply that the CLIENT has been given a LAN. 23 Independent from the number of debtors and the DTV assigned, the FACTOR shall not provide any advance payment (Financing) to the CLIENT for assignments exceeding the MFV set and the exceeding amount. In such cases the CLIENT may not demand an advance payment (Financing) on the basis that there is a DTV gap on certain debtor(s). 24 The FACTOR records the receivables assigned and the advance payments (financing) made if necessary separately and correlatively for each debtor and the CLIENT. The calculation errors in these records do not constitute a right for the CLIENT. If requested by the CLIENT, the advance payments (financing) solely at the FACTOR s discretion, can be made to a bank account opened at a bank of the CLIENT's choice. The factoring fee set by the FACTOR as per the advance payments (financing) interest made to the CLIENT, charges, commissions etc. - unless agreed otherwise- accrues and is assigned on a monthly basis. 25 The CLIENT agrees in advance that all the factoring operations within the scope of this agreement constitute a whole, the calculations between the parties shall be executed as per the of international accounting standards and in a current account style as per the factoring activities, the cost of securities, other means of payment and the receivables assigned records shall only be deemed as occurred on the current account once they have been collected, even in case the guarantee provisions are applied, the guarantee is removed or forfeited, the fund account in use, in its own currency, constitutes the advance payment (Financing) provided. Additionally the parties both agree that interest, fee and commissions notified by the FACTOR will be applied to the items to be recorded in the accounts due to the
6 factoring agreement such as advance payment (financing), costs, bank charges, interest, commissions, as per the rates decided when these items arise; in case the receivables are not paid on their maturity date, the FACTOR reserves the right to demand the receivables with their accessories without being bound by any time periods as per the provisions of this agreement; apart from these situations the current account balance (although not compulsory) can be issued and sent to the CLIENT every month corresponding to a fiscal period, provided that the provisions of Article VII/1 of this agreement are reserved, the account balance shall be finalized if there are no appeals in due form and CLIENT s appeal shall be void if the errors of fact the appeal is based on have not been reported with a justification. In case there is a dispute over the receivable goods and documents or any other matter, the FACTOR is entitled to follow these receivables in a separate account. However, the fact that some receivables have been tracked in separate accounts does not imply that the factoring transactions do not constitute a whole. 26 The appointed transaction volumes of which the CLIENT has been be notified in written form, advance payment (financing) rates, commissions, guarantee fees, charges and interest rates can be changed unrestrainedly at any time by the FACTOR. For the receivables not paid at their due date, additional commissions shall also accrue until the payment has been made in full. 27 The FACTOR is not obligated to provide the CLIENT advance payments (financing), solely at the FACTOR s discretion, which are specified in terms of the receivables assigned or the trading volume set by the FACTOR. The FACTOR may change the currency of the payment at his own discretion. Advance payments in Turkish lira can be converted into any other currency at FACTOR s discretion or the trading volume in Turkish Lira can be indexed to a foreign currency. The FACTOR reserves this right for the financing (advance payments) previously made available, and in case this right is used, all the necessary changes shall be made each time in the accounts and the foreign currency losses due to this transaction shall be collected from the CLIENT. The CLIENT accepts and declares that he/she may not make a claim from the FACTOR on the basis of foreign currency losses or commissions etc. and waives irrevocably and in advance all his claims related to these issues. 28 Collections from the debtors shall be assigned for the advance payments (financing) made and the CLIENT's other debts. The FACTOR reserves the right to determine priorities in terms of the receivables the payments shall be deducted from. 29 The CLIENT accepts that the FACTOR shall not be held liable for any damages related to the parties assisting the FACTOR for the execution of this agreement, the FACTOR s personnel and all means of transportation used by the FACTOR (such as PTT, DHL, TNT, Courier and Cargo etc.) and accepts and declares that he waives irrevocably and in advance all his claims and rights to file a suit for these reasons under any circumstances. III-GUARANTEE PROVISIONS 1 If the FACTOR warrants certain receivables and/or debtors in written form with a LAN, the CLIENT shall not be responsible in case the debtor faces a payment difficulty, insolvency or bankruptcy. Only in case of insolvency or bankruptcy of the debtor, the receivables with a set LAN are paid to the CLIENT by the earliest after 90 days and no later than 366 days as of the maturity date, as defined by the provisions of Execution and Bankruptcy Law. However in case any of the correspondents or
7 third parties the FACTOR has based the LAN on determined and designated a longer period of time for this issue, then that period shall be applied. 2 Once the DTV for the debtor is set, this guarantee and the guarantee amount related to the insolvency or bankruptcy of the debtor on the maturity date only, can be given in written form by stating the receivable and the amount clearly. Issuance of a guarantee as such depends on free will of the FACTOR. Unless explicitly notified in writing on the LAN, the existence of such a guarantee -verbally or in any other waymay not be claimed. 3 The FACTOR, as per the provisions of Article (III / 2), is entitled to change the amounts he provided to the CLIENT or remove the guarantee at his own discretion. 4 In cases when the FACTOR reduces the DTV or the MFV or does not make an advance payment, the guarantee provision becomes void without the need for an extra notification. Increases in the DTV and MFV do not necessitate in an increase in the guarantee obligations at the same rate. 5 If the FACTOR issues a LAN, he is liable only in case of insolvency and bankruptcy of the debtor. If the receivable is not collected on the maturity date due to reasons restricting the receivable or the basic relationship, force majeure, exceptional circumstances including political risks or any other reason, it remains excluded the scope of the guarantee. 6 The FACTOR may allocate the collaterals provided by the CLIENT, or the debtor s collaterals, any receivables exceeding DTV regardless of whichever debtor it may belong to and receivable balances for covering the guarantee risk. If the CLIENT s behavior conflicts with this agreement or in case of his bankruptcy or insolvency, or if he faces payment difficulties or starts a relationship with his debtor about a receivable for which a LAN was issued, if he receives collaterals, payment or payment instruments after assigning the receivables, performs direct sales to the same debtor, issues an invoice, if in case of export/import factoring he performs sales to the same debtor through other factoring companies, issues an invoice or facilitates the removal of the correspondent s guarantee for any reason, all guarantees given to the CLIENT are automatically retroactively void without being subject to a specific LAN. In case the CLIENT does not submit original copies the invoice(s) he issued to the debtor by the latest within 5 days after the issue date, all documents issued to the debtor other than invoice(s) any documents and information requested by the FACTOR by the latest within 10 days after the request is made or if the correspondent cancels the limit, unsent invoices, order forms, loading document together with all other documentation in due form related to the sales to the debtor again should be sent by the latest 10 days after the request is made the guarantees are automatically retroactively void. 7 In case a payment was made to the CLIENT as part of the factoring guarantee but later it is revealed that the receivable is excluded from the guarantee or the factoring guarantee is void, the CLIENT is entitled to return the guarantee payments he received together with all its interest and accessories immediately after the first written order of the FACTOR or the correspondent. The FACTOR reserves the right to demand collateral in order to accommodate this liability of the CLIENT that may arise and may avoid payment unless the collateral is provided. IV-SPECIAL ACTS 1 - If the Parties agree in writing, the FACTOR may prepare a market research or feasibility reports for the CLIENT and manage advertising activities, either directly or via third parties. 2- The FACTOR may provide help in the marketing of the products specified by the
8 CLIENT and also help finding buyers. 3 - The FACTOR shall not be liable for the performance of the specific acts agreed within the scope of (section IV) and he shall also not be liable for the recommended debtors and any of the transactions performed. 4 If the parties agree on special acts additional fees and expenses shall be paid to The FACTOR. The amount and terms of payment shall be determined with the related agreement. V-AGREEMENT DURATION, TERMINATION AND CONSEQUENCES 1 This agreement shall be valid as of the date signed. Both parties may unrestrainedly terminate the agreement anytime with a (one) month s written notice. The FACTOR reserves the right to terminate this agreement immediately under specific circumstances as per the provisions of this agreement. 2 In case an act by the CLIENT act violates the agreement or if negative factors emerge with regard to the credibility and financial status of the CLIENT, the FACTOR may terminate the agreement immediately without any need to appoint the term. Insolvency or bankruptcy of the CLIENT is not required for the FACTOR to use this termination right. 3 In case The FACTOR terminates this agreement with a just cause, the cause of justification is fully within the discretion of the FACTOR. 4 In case the agreement is terminated in any way, all CLIENT's existing in debts and their accessories reach maturity and the CLIENT must return all received unclosed advance payments (financing) immediately together with all the accessories such as the factoring fees, expenses, the interest. The CLIENT must also pay all other debts accrued as per the provisions of this agreement immediately and in cash. No additional notice or warning to the CLIENT needs to be issued. Provided that there is no replication in collections, the FACTOR is entitled convert all receivables collectively or separately and at the same time has the right to start proceeding on his debtors. Under these circumstances neither the CLIENT nor the guarantors may make replication claims. 5 In case The FACTOR terminates this agreement at any time, the CLIENT cannot make any claim under any circumstances. VI-OTHER PROVISIONS APPLICABLE IN EXPORT AND IMPORT FACTORING 1 The CLIENT agrees, commits and guarantees in advance to act in line with the import and export regime regulations, currency regulations and any changes in these legislations and to bring the cost of goods and services to his country. All taxes, levies, fees, fund expenses, fines, etc. together and any increases to these, with all their accessories accrued and formed due to current changes and future changes shall under any circumstances be covered by the CLIENT. 2 - On the other hand, the CLIENT irrevocably declares and acknowledges that he shall be liable for the penalties which may accrue due to the provisions of the Article (VI / I) above and their interests, all accessories and their legal and penal liabilities and even if it is due to the provisions of the legislation, in case the FACTOR is held liable, the CLIENT commits and guarantees to free the FACTOR from these penal and legal responsibilities and accessories as opposed to private or public institutions, public offices, agencies, local administrations without any need for a request, transfer of terms, lawsuit or provision procurement and without waiting for the results of the case. 3 - Any risks that may arise due to increases or decreases in exchange rates belong
9 to the CLIENT. The CLIENT agrees and commits in advance to cover all increases and expenses such as commissions etc. related to these risks. 4 With this provision The CLIENT gives the authority to appoint a correspondent factor or a bank to the FACTOR. In case the CLENT faces any damages due to the transactions or behavior of the correspondent factor or the bank, the FACTOR may not be held responsible under any circumstances. The provision of acquittal from this responsibility is also true in case of any of the correspondent s faults. 5 In situations not covered by this agreement and to the extent they compatible with the provisions of this agreement, the provisions of the current agreement between the FACTOR and the correspondent factor and the provisions of the rules of international factoring shall be applicable. The CLIENT declares, agrees and commits that he is aware of the provisions of the international rules and agreements, these rules and provisions may be applied if factoring services are provided and that he shall act in accordance with these. 6 The CLIENT accepts and commits that the correspondent factor may unrestrainedly and at any time initiate legally proceedings or file a suit related to the receivables, enter a peace agreement into force, however this legal proceeding initiated by the correspondent factor and the peace agreements entering into force do not pose an obstacle against the payment of the receivables arising from this agreement and all of its appendices; any legal proceedings initiated by the correspondent factor, suits filed, peace agreements and suits filed against the correspondent factor by the debtors, the legal proceedings and other transactions shall be performed as per the special authorization given by the CLIENT to the correspondent; as per the provisions of this article all fees, costs and other expenses related to the legal proceedings or filing a suit initiated by the correspondent factor shall be covered by the CLIENT; in case the correspondent factor initiates legal proceedings or files a suit, the FACTOR may unrestrainedly apply the provisions of Article (II/14) of this agreement for part of or all of the receivables assigned to him. In this case, the CLIENT may not make any requests to the FACTOR related to insufficient monitoring and collection of the receivables. The CLIENT is liable to immediately pay the charges related to the monitoring and collection of receivables, the collection fee and all its accessories accrued as per the receivable amount in full and in cash. Payment of such interest and costs does not depend on the condition whether tracking and collection has been successful. The fact that a suit has been filed or legal proceedings have been initiated against the debtor as per the provisions of this article, does not indicate that the request for the return and/or payment request of advance payments (financing), factoring fees, interest expense and commission claims accrued shall be postponed until the end of the lawsuit or legal proceedings. The FACTOR may request the said receivables immediately from the CLIENT. In case the debtors file a suit or initiate legal proceedings against the correspondent factor related to the receivables assigned again the provisions of this article shall be applied in the same way irrespective of the result of the lawsuit or its proceedings. 7 In case of the cancelation related to the receivables subject to the factoring agreement for any reason such as the receivable not being available, the assignment being void, collusion, damages to third parties, smuggling of goods, The CLIENT is again liable for returning immediately to the FACTOR or the corresponding factor the receivable amount paid to him. A court order or an order from an official authority is not obligatory for the implementation of this provision; a peace agreement made as per the provisions of the Article 6 above in order to reduce the correspondent factor s
10 damages is sufficient. CLIENT's liability to return is not limited to a time period. VII-MISCELLANEOUS PROVISIONS 1 -The CLIENT, in case of disputes arising from this agreement, agrees and acknowledges in advance that only The FACTOR s documents and records, microfilm, microfiche, computer records and communications in electronic media environment, regardless of whether they have been confirmed, shall constitute the only, definitive, exclusive and valid truth as per Article 287 of Civil Procedure Code. The appeal of the CLIENT to the statement of accounts as per Article (II/25), does not pose an obstacle to the provisions of the first sentence. The CLIENT waives in advance his right to tender an oath with regard to FACTOR s keeping of the books and records in due form. 2 In case the CLIENT breaches the agreement and in other situations specified in this agreement, The FACTOR has the authority to without any notice, warning, appointment of terms, provision procurement, or pre-determination of the receivable by any competent judicial authority, to deduct, convert the receivables and all payment instruments into cash or bonds, and start legal proceedings on the guarantors. The CLIENT, in case of a precautionary assessment request or interim injection related to any legal proceedings or if he files a suit against the FACTOR, additionally agrees in advance, payment or assignment of collateral shall not necessary and irrevocably waives his rights to request a collateral loan or payment. 3 All warning and notices to be issued as per this agreement shall be in writing or sent by fax. Additionally these warnings and notices should under any circumstances contain the authorized signatures. 4 All duties, taxes, dues and costs to be paid, including receivables exceeding MFV, for the enactment and execution of this agreement and acceptance of collaterals shall be covered by the CLIENT. Therefore the CLIENT agrees and commits to cover in advance all future variances, increases to these with all their accessories to be accrued and formed under any circumstances. On the other hand, the CLIENT irrevocably declares and acknowledges that he shall be liable for the penalties which may accrue for any reason and their interests and all accessories and their legal and penal liabilities and, in case the FACTOR -even if it is due to the provisions of the legislation- is held liable, the CLIENT commits and guarantees to free the FACTOR from these penal and legal responsibilities and accessories as opposed to private or public institutions, public offices, agencies, local administrations without any need for a request, transfer of terms, lawsuit or provision procurement and without waiting for the results of the case. 5 It is necessary to make the amendments to this agreement in the same way. Amendment claims shall not be taken into consideration unless they have been made in the same way. 6 If a section of the agreement will becomes null and void for any reason, the remaining provisions shall not become void. However, if it is clearly understood that in the absence of these provisions the parties shall not be able to perform this agreement, then the agreement becomes completely void. Termination and annulment of the agreement does not inhibit the CLIENT from performing and liquidating his liabilities as agreed. 7 The CLIENT or any other debtor by declaring and accepting as traders that the CLIENT, if the payment is not made on the maturity date or debts are due, shall pay default interest rate and other subsidiaries according to the rate calculated by adding 50% (fifty percent) to the highest rate amongst the loan interest rates set by
11 . Bank A.S. as per the legislation as of the maturity date or due date and for debts which are automatically due (without notice) in accordance with the special provisions of this agreement as of the date this debt automatically becomes due for the number of days until he pays these fully as per the conditions of this contact and that this default interest rate may be increased unilaterally by the FACTOR any time, declare, accept and assume in advance that they irrevocably waive all their litigation and appeal rights related to this subject. This rate is applicable in case of delinquency of all successive guarantors and warrantors. 8 - In case any part of this agreement requires interpretation, the FACTOR s implementations are taken as a basis. Individual practices in favor of the CLIENT do not constitute a basis for interpretation. 9 Issues left to be freely determined by the FACTOR shall be valid as of the date they are delivered to the CLIENT and shall remain in force as a supplement until further notice. Statements are valid for the period they belong On the other hand, the CLIENT agrees and assumes that there is no other valid contract in effect with another factoring services company and that he shall not execute another contract regardless of its type and scope with any other factoring services company within the duration of this agreement. The CLIENT accepts and declares if he objects to this provision, the guarantee shall be retroactively void in accordance with the rules of international factoring the international guarantee and the FACTOR shall be authorized to terminate the contract. In this case, the CLIENT's duty of restitution becomes immediately due and restitution is performed as per the provisions of II/11, The below successive debtors and successive guarantors (their names, titles and addresses specified below) shall be held liable for all interest accrued arising or about to arise from all debts of this agreement executed between the CLIENT and the FACTOR, its special provisions, all of its appendices, renewal provisions and other reasons (ONLY) and this debtor shall also be liable for the default interest rate accrued and litigation fees in accordance with the provisions of Article VII/7 as common successive debtor and successive guarantors. 12 As per the above factoring agreement, in situations where warning and notices are compulsory for maturity and the CLIENT's default, it shall be sufficient to issue a notice to the CLIENT only and a notice or warning to the guarantors shall not be required. The same principles shall apply for default, the above default interest rate determined as per the provisions of VII / 7 shall be applicable for the defaulted sponsors. 13 In order to constitute the collateral for his receivable, the FACTOR has the authority to collectively or separately demand from the guarantors the entire payment of the debt and its accessories, without being obliged to convert all the collaterals and pledges whenever they may be given or established or to refer to the original debtor. The guarantors are personally jointly and successively liable for the full amount they have warranted or committed. Termination of the factoring agreement for any reason does not eliminate the liability of the guarantor arising from the debts. 14 In case one or more guarantor(s) name and the title has been written correctly but his/their signature is not available, the final sentence Article 488 of the Code of
12 Obligations shall not be applicable on the remaining guarantors. The guarantors additionally waive their rights given on Article 490 of the Code of Obligations. The guarantors also agree by waiving their right, which frees them from their guarantee on Articles 493 and 494 of the Code of Obligations that they shall not make any demands from the FACTOR related to these articles. The guarantors waive their right given on Article 02 and in case of CLIENT s bankruptcy, they assume that they shall make all kinds of registrations to bankrupt s estate, trustee in composition and liquidator and agree that the FACTOR shall not have any liabilities related to these topics although he is authorized on these topics. The FACTOR has free scope on the loans vouched for and the guarantors may not make any requests or demands by stating that they are more heavily bound for this reason. In case the FACTOR extends the CLIENT's commitment once or several times, asks for the debt in installments, returns the collaterals provided for the debt partially or fully, cancels or acquits, the guarantors agree to give their consent in advance and agree that their liabilities shall continue the same way. In case there is more than one guarantor for this debt or other debts of the CLIENT, the guarantors agree in advance that the FACTOR may quit tracing other guarantors if he wishes to do so but their warranty shall continue as it is. 15 A notice or warning sent to any of the successive guarantors is bound for all the guarantors. 16 The CLIENT, if an injunction or precautionary assessment against him is deemed to be necessary, agrees that the FACTOR shall be excluded from providing collateral, but the commissions for the letter of bank guarantee shall be paid by him and that he does not have any objections to these matters. 17 In case the FACTOR starts legal proceedings related to the collection of the receivables in court and in the bailiff s office, The CLIENT agrees to pay to the FACTOR all charges as well as the default interest rate of these for the time period between the date they have been paid to the cashiers of the court and/or in the bailiff s office and their collection as per the provisions of Article VII / 7. The CLIENT and the guarantors, in case an execution proceeding has been started against the FACTOR himself and the prison fee has been collected from the FACTOR, declare that the FACTOR has the right to claim the amount he paid as a compensation with a separate transaction and declare their unconditional acceptance of this request. 18 The CLIENT and guarantors accept and assume for the fulfillment of the provisions of this agreement and so that the necessary notifications of can be made to them, that they take the location written in the relevant clauses of this agreement as their legal domicile and in case there is no address available in the specifies place provided that the provisions of Article 21 of the Enforcement and Bankruptcy Code are reserved, their latest addresses on the Trade Registry File or the last address any recent notice by the FACTOR has been sent even if they have not been registered at their neighborhood unit is their legal place of residence, any notifications sent to these addresses shall be deemed as sent to themselves, again a notice sent to one of the parties of this agreement is deemed as sent to the all, in case they shall provide another local legal residence, they shall inform the FACTOR of this new address immediately via the notary, in case they do not inform him, all notifications sent to their address specified on the agreement shall be deemed as delivered to them on the date they deposited to the notary or mail. The CLIENT and the guarantors accept and declare, even if they reside abroad, they shall definitely provide the FACTOR with a notification address in Turkey and in case they do not provide an address in Turkey or for the notifications to the address they shall provide
13 in Turkey, the provisions above shall be applicable. 19 The CLIENT accepts and declares that he is liable to inform the FACTOR timely of his Articles of Incorporation, the authority to represent and bind and their signatory circulars and any changes to the authority to represent and bind. The CLIENT declares and accepts that the FACTOR shall not be responsible for any losses suffered because the FACTOR has not been notified of the changes on the documents specified in this article in writing on time and/or because in transactions performed with a letter of attorney, the power of attorney is forged or falsified. 20 The CLIENT and the guarantor declare and accept during the implementation of this agreement; any notices such as statements, letters etc. issued by the FACTOR sent to any one of them shall be binding to the others. The CLIENT additionally accepts to pay the cost of statements including their delivery expenses and the related expenditure tax. 21 The CLIENT accepts to pay for the banking costs that may occur during the collection of the receivables assigned or advance payments (financing) or payments and their expenditure tax. 22 The CLIENT and the guarantors, if the CLIENT does not make an appeal on time to the statements delivered to them, accept during the lawsuits and legal proceedings which may occur in the future the amounts specified in the said statements without any expert review The "CLIENT" phrase on the factoring agreement executed between the parties signifies both and collectively. Each of the clients are liable for the receivables arising or about to arise as per the provisions of the said agreement as successive debtors. The CLIENTs may not avoid payment on the basis that financing, advance payment was not provided to them Any charges, commissions, interest bill related to the Factoring operations as per this agreement shall be invoiced to All disputes arising from this agreement shall be settled by Istanbul Commercial Courts (Headquarters / Levent) and the Bailiff s Offices The present agreement with the special conditions included below has been issued and signed on.../.../... in Istanbul. 27 The CLIENT and SUCCESSIVE GUARANTOR(S) and the FACTOR accept and declare they have read all of this factoring agreement consisting of 7 sections 83 articles and 6 pages attached to each other and that it shall not be necessary separately sign and put initials on each page and they shall be bound by all provisions of the entire agreement. SPECIAL CONDITIONS OF THE AGREEMENT Sales that are subject of this Agreement (Domestic / Overseas): Factoring Maximum Capacity: (ONLY )
14 Advance Payment (Financing) Rate: Factoring Commission: Factoring Fee: Other Charges: CLIENT / CLIENTS FACTOR COMMON SUCCESSIVE DEBTORS, SUCCESSIVE GUARANTORS NAME, SURNAME / TITLE ADDRESS / DOMICILE ADDRESS SIGNATURE FİNANS FAKTORİNG HİZMETLERİ Inc. AGREEMENT FOR TRANSACTIONS BY FAX FİNANS FAKTORİNG HİZMETLERİ Inc. Factor (As referred to below as FİNANS FAKTORİNG.) Client (As referred to below as CLIENT.) The FAX NUMBER FOR SENDING FAX ORDERS shall be: FİNANS FAKTORİNG HİZMETLERİ Inc. resident at Büyükdere Cad. No: 191 Apa Giz Plaza Levent / ISTANBUL and resident at have fully agreed on the following conditions. ARTICLE 1 SUBJECT OF THE AGREEMENT: This agreement, as per the request made by the CLIENT to speed up the transactions he shall perform at FİNANS FAKTORİNG by not being obliged to personally go to FINANS FAKTORING, regulates the conditions of fax orders to be sent by the CLIENT to FİNANS FAKTORİNG for all FACTORING transactions and FİNANS FAKTORİNG s transactions according to these orders. This agreement does not obstruct the CLIENT from sending orders or performing transactions by other methods. ARTICLE 2 CLIENT S OBLIGATIONS: The CLIENT accepts in advance all consequences arising from transactions performed after he sends orders to FİNANS FAKTORİNG by fax. The CLIENT shall comply with the following conditions when using this service provided by FİNANS FAKTORİNG with this agreement. a) The telephone number of the fax line used by the CLIENT for transmitting instructions to FİNANS FAKTORİNG is stated above. In case this phone (fax) number changes, the CLIENT shall inform FİNANS FAKTORİNG of the new phone (fax) number, which shall be the basis of the transactions as per the provisions of this agreement, with a written notice. b) The CLIENT shall take the necessary measures to ensure only the CLIENT and the authorized persons may transmit orders to FİNANS FAKTORİNG by fax. c) All pages of the orders sent by fax to shall be signed by the CLIENT and those persons with the authority to represent and bind the CLIENT.
15 d) All original copies of the orders sent by fax should be sent to FİNANS FAKTORİNG -immediately after the fax has been sent-by mail or hand- delivered by the authorized personnel of the CLIENT. e) During the implementation of this agreement, the CLIENT shall comply fully with the legislation provisions in force or new provisions to come into force in the future. ARTICLE 3 SITUATIONS IN WHICH FİNANS FAKTORİNG SHALL NOT LIABLE FİNANS FAKTORİNG shall fulfill the requirements of the order once he receives the fax without waiting for the written confirmation as per the provisions of Article 2. However, FİNANS FAKTORİNG reserves the right not to fulfill an order sent by fax in its sole discretion without providing any justification. FİNANS FAKTORİNG shall take reasonable care in comparing the signatures on the faxed documents with the signatures on the signatory circular. THE CLIENT agrees in advance that FİNANS FAKTORİNG shall not be liable for a) Similarities in signatures on the fax order and the original order and/or the signatory circular, which may not be distinguished at first glance b) Consequences of cheating and forgery in fax orders c) Failure or error of public or private communication equipment and systems connected d) Consequences of the CLIENT sending a fax to FİNANS FAKTORİNG from a fax number other than the number stated in this agreement. e) Consequences of inadequacy or incorrectness of the information and/or order sent by the fax system or incorrect/ incomplete/ wrong/different transmission. It is presumed that FİNANS FAKTORİNG and its personnel show general care and attention on their behalf. If the CLIENT claims otherwise, he shall be required to prove his claim. FİNANS FAKTORİNG or staff may be held liable for gross negligence only. FİNANS FAKTORİNG shall not responsible for any faults by the third parties or correspondent. FİNANS FAKTORİNG shall not be held responsible for damages arising from lack of profit, moral damages and default interest. Although FİNANS FAKTORİNG reserves the right not to process orders by fax and wait until they are delivered, if the order by fax has been processed, then this transaction shall be binding regardless whether the original text has been delivered or FİNANS FAKTORİNG has requested it. 4 - FİNANS FAKTORİNG S RECORDS AND DOCUMENTS SHALL BE THE CONCLUSIVE EVIDENCE In case of any disputes that may arise from the implementation of this agreement or the agreement itself, FİNANS FAKTORİNG s books and records, order forms sent to FİNANS FAKTORİNG coming out of FINANSFACTORING s fax device, FİNANS FAKTORİNG s computer records, microfilms and microfiche and all documents belonging to FİNANS FAKTORİNG shall be valid, binding, conclusive and regarded as the exclusive evidence as per Article 287 of the Code of Civil Procedure, and in case of a lawsuit the CLIENT waives in advance his right to tender an oath with regard to FİNANS FAKTORİNG s keeping of the books and computer records in due form. ARTICLE 5 - DURATION OF THE AGREEMENT: This agreement shall take effect for an indefinite period; both parties may at any stage of the execution of the agreement terminate the agreement by providing 15 (fifteen) days' written notice. ARTICLE 6 - FİNANS FAKTORİNG S RIGHT TO TERMINATE THIS AGREEMENT: In case FİNANS FAKTORİNG observes that the CLIENT neglects and/or does not fulfills his responsibilities and obligations, he shall be entitled at any time without
16 being time dependent to unilaterally terminate the agreement with the CLIENT by providing a written notice. The CLIENT agrees in advance that FİNANS FAKTORİNG shall not be subject to any compensation for this unilateral termination. ARTICLE 7 NOTIFICATION ADDRESSES The parties declare that they accept the above stated addresses as their legal residence and they shall notify the other party of address changes by registered mail and if they do not do so, they accept that all notifications sent to their address specified on the agreement shall be deemed as delivered to them. Article 8 - COMPETENT COURT, BAILIFF S OFFICES/ LAWSUIT AND COST OF EXECUTION: All disputes arising from this agreement shall be settled by Istanbul Commercial Courts and the Bailiff s Offices. This agreement consisting 8 articles and 6 pages was issued as a single copy on.../.../... and signed by the parties. CLIENT(S)- FİNANS FAKTORİNG HİZMETLERİ INC.