B-26674, AUGUST 27, 1942, 22 COMP. GEN. 161

B-26674: Aug 27, 1942

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EVIDENCE OF CORPORATE OFFICER'S AUTHORITY TO EXECUTE ASSIGNMENTS MADE UNDER THE ASSIGNMENT OF CLAIMS ACT OF 1940 WILL BE ACKNOWLEDGED BY THIS OFFICE IMMEDIATELY UPON THEIR RECEIPT. SUCH ACKNOWLEDGMENT IMPLYING NOTHING MORE THAN A RECOGNITION THAT THE NOTICES OF ASSIGNMENT AND ASSIGNMENT INSTRUMENTS HAVE BEEN RECEIVED. THIS OFFICE WILL ACCEPT (IN THE ABSENCE OF SPECIAL FACTS OR CIRCUMSTANCES WARRANTING A REQUEST FOR ADDITIONAL DATA) AS PRIMA FACIE EVIDENCE THAT ASSIGNMENT WAS EXECUTED BY PROPER AUTHORITY OF THE CORPORATION. AS FOLLOWS: THERE ARE ENCLOSED FOR YOUR INFORMATION COPY OF A LETTER AND CERTAIN ENCLOSURES ADDRESSED TO THE BOARD'S GENERAL COUNSEL UNDER DATE OF JUNE 9. FROM WHICH IT APPEARS THAT THE ACKNOWLEDGMENT AND RETURN OF NOTICES OF ASSIGNMENT PURSUANT TO THE ASSIGNMENT OF CLAIMS ACT OF 1940 ARE SOMETIMES HELD UP BY MEMBERS OF THE STAFF OF THE GENERAL ACCOUNTING OFFICE WITH REQUESTS FOR COMPLIANCE WITH CERTAIN REQUIREMENTS WHICH ARE NOT USUALLY INSISTED UPON BY YOUR OFFICE.

B-26674, AUGUST 27, 1942, 22 COMP. GEN. 161

ASSIGNMENTS OF CONTRACT PAYMENTS - ACKNOWLEDGMENT OF RECEIPT IN GENERAL ACCOUNTING OFFICE; AND EVIDENCE OF CORPORATE OFFICER'S AUTHORITY TO EXECUTE ASSIGNMENTS MADE UNDER THE ASSIGNMENT OF CLAIMS ACT OF 1940 WILL BE ACKNOWLEDGED BY THIS OFFICE IMMEDIATELY UPON THEIR RECEIPT, WITHOUT PRIOR EXAMINATION, SUCH ACKNOWLEDGMENT IMPLYING NOTHING MORE THAN A RECOGNITION THAT THE NOTICES OF ASSIGNMENT AND ASSIGNMENT INSTRUMENTS HAVE BEEN RECEIVED, LEAVING ANY QUESTION AS TO THE VALIDITY OR REGULARITY OF THE ASSIGNMENT FOR CONSIDERATION IN CONNECTION WITH THE AUDIT OF PAYMENTS MADE UNDER THE CONTRACTS INVOLVED. IN THE AUDITING OF CONTRACTS INVOLVING ASSIGNMENTS MADE BY CORPORATIONS UNDER THE ASSIGNMENT OF CLAIMS ACT OF 1940, THIS OFFICE WILL ACCEPT (IN THE ABSENCE OF SPECIAL FACTS OR CIRCUMSTANCES WARRANTING A REQUEST FOR ADDITIONAL DATA) AS PRIMA FACIE EVIDENCE THAT ASSIGNMENT WAS EXECUTED BY PROPER AUTHORITY OF THE CORPORATION, THE SIGNATURE OF AN EXECUTIVE OFFICER, ATTESTED TO BY THE SECRETARY, WITH AN IMPRESSION OF THE CORPORATE SEAL THEREON, OR, IN THE ALTERNATIVE, A VERIFIED RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE PERSON WHO EXECUTED THE ASSIGNMENT TO DO SO.

COMPTROLLER GENERAL WARREN TO THE BOARD OF GOVERNORS, FEDERAL RESERVE SYSTEM, AUGUST 27, 1942:

THERE HAS BEEN CONSIDERED YOUR LETTER OF JUNE 11, 1942, AS FOLLOWS:

THERE ARE ENCLOSED FOR YOUR INFORMATION COPY OF A LETTER AND CERTAIN ENCLOSURES ADDRESSED TO THE BOARD'S GENERAL COUNSEL UNDER DATE OF JUNE 9, 1942, BY MR. P. F. COLEMAN, ASSISTANT VICE PRESIDENT OF THE FEDERAL RESERVE BANK OF PHILADELPHIA, FROM WHICH IT APPEARS THAT THE ACKNOWLEDGMENT AND RETURN OF NOTICES OF ASSIGNMENT PURSUANT TO THE ASSIGNMENT OF CLAIMS ACT OF 1940 ARE SOMETIMES HELD UP BY MEMBERS OF THE STAFF OF THE GENERAL ACCOUNTING OFFICE WITH REQUESTS FOR COMPLIANCE WITH CERTAIN REQUIREMENTS WHICH ARE NOT USUALLY INSISTED UPON BY YOUR OFFICE.

AS YOU PROBABLY KNOW, THE STANDARD FORM OF NOTICE OF ASSIGNMENT NOW BEING USED AND THE INSTRUCTIONS FOR THEIR USE WERE PREPARED BY AN INTERDEPARTMENTAL COMMITTEE SHORTLY AFTER THE PASSAGE OF THE ASSIGNMENT OF CLAIMS ACT OF 1940 AND THE PROCEDURE REGARDING SUCH NOTICES WAS THE SUBJECT OF RULINGS NUMBERED B-13700 AND B-13852 ISSUED BY YOUR OFFICE UNDER DATES OF DECEMBER 2, 1940, AND DECEMBER 10, 1940, RESPECTIVELY.

IF THE REQUIREMENTS REGARDING SUCH ASSIGNMENTS AND THE NOTICES THEREOF HAVE BEEN CHANGED, OR IF ANY ADDITIONAL REQUIREMENTS HAVE BEEN PRESCRIBED BY YOUR OFFICE, THE BOARD WILL APPRECIATE PROMPT ADVICE THEREOF, IN ORDER THAT IT MAY ADVISE THE TWELVE FEDERAL RESERVE BANKS SO THAT THEY MAY AVOID THE DELAYS IN THE WAR FINANCING PROGRAM RESULTING FROM DIFFICULTIES OF THE KINDS REFERRED TO BY MR. COLEMAN. IF, ON THE OTHER HAND, THE REQUESTS MADE BY THE MEMBERS OF THE STAFF OF YOUR OFFICE IN THE LETTERS ENCLOSED WITH MR. COLEMAN'S LETTER ARE NOT IN ACCORDANCE WITH THE REQUIREMENTS OF YOUR OFFICE OR ARE NOT DEEMED BY YOU TO BE ABSOLUTELY NECESSARY, IT IS RESPECTFULLY SUGGESTED THAT THE ISSUANCE OF ADVICE TO THIS EFFECT TO THE MEMBERS OF YOUR STAFF MIGHT AVOID UNFORTUNATE DELAYS IN THE FINANCING OF THE WAR PRODUCTION PROGRAM.

THE BOARD'S INTEREST IN THIS MATTER ARISES OUT OF THE FACT THAT, UNDER THE TERMS OF EXECUTIVE ORDER NO. 9112 ISSUED BY THE PRESIDENT UNDER DATE OF MARCH 26, 1942 FOR THE PURPOSE OF EXPEDITING AND FACILITATING THE WAR PRODUCTION PROGRAM, THE FEDERAL RESERVE BANKS ARE ACTING AS FISCAL AGENTS OF THE WAR DEPARTMENT, THE NAVY DEPARTMENT AND THE MARITIME COMMISSION IN EXPEDITING AND FACILITATING THE FINANCING OF CONTRACTORS, SUBCONTRACTORS, AND OTHERS ENGAGED IN WAR PRODUCTION AND THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, PURSUANT TO THE TERMS OF THE EXECUTIVE ORDER AND ITS OWN REGULATION V, IS MAINTAINING LIAISON BETWEEN THE FEDERAL RESERVE BANKS AND THE WAR DEPARTMENT, THE NAVY DEPARTMENT, AND THE MARITIME COMMISSION AND EXERTING ITS BEST EFFORTS TO FACILITATE AND EXPEDITE THE CARRYING OUT OF THIS PROGRAM.

IN VIEW OF THE IMPORTANCE OF ELIMINATING ANY DIFFICULTIES WHICH MAY OBSTRUCT OR DELAY THIS PROGRAM, YOUR PROMPT ATTENTION TO THIS MATTER WILL BE GREATLY APPRECIATED.

THE LETTER OF JUNE 9, 1942, FROM MR. P. F. COLEMAN, ASSISTANT VICE PRESIDENT OF THE FEDERAL RESERVE BANK OF PHILADELPHIA, PA., ADDRESSED TO THE GENERAL COUNSEL, BOARD OF GOVERNORS, FEDERAL RESERVE SYSTEM, A COPY OF WHICH WAS ENCLOSED WITH YOUR LETTER, IS AS FOLLOWS:

FOR MANY MONTHS WE HAVE BEEN FILING NOTICES OF ASSIGNMENT WITH THE GENERAL ACCOUNTING OFFICE AS REQUIRED BY THE ASSIGNMENT OF CLAIMS ACT OF 1940 AND NO QUESTION WAS RAISED CONCERNING THE PROCEDURE WHICH WE FOLLOWED. SEVERAL DAYS AGO MISS M. B. SISLER OF THE GENERAL ACCOUNTING OFFICE WROTE US AND REQUESTED "A VERIFIED PERTINENT RESOLUTION OF THE BOARD OF DIRECTORS" OF OUR BORROWER EVIDENCING THE AUTHORITY OF THE PERSON EXECUTING THE ASSIGNMENT ON BEHALF OF THE BORROWER. WE TALKED WITH MISS SISLER ON THE TELEPHONE AND AFTER THE CONVERSATION IT WAS NOT AT ALL CLEAR AS TO WHAT WAS INTENDED BY HER LETTER.

FEELING THAT WE HAD FOLLOWED THE PROPER INSTRUCTIONS WE SENT TO THE ACCOUNTING OFFICE A DUPLICATE EXECUTED COPY OF THE ASSIGNMENT IN QUESTION AND TWO DAYS LATER THE NOTICE OF ASSIGNMENT WAS RETURNED PROPERLY ACKNOWLEDGED. THIS HAS HAPPENED ON TWO OCCASIONS AND WE HAVE ALSO HAD COMPLAINTS WITHIN THE LAST WEEK FROM TWO OF OUR LOCAL BANKS INDICATING THE SAME DIFFICULTY, EACH RECEIVING A REQUEST FOR SOME NEW PROCEDURE AND NONE OF THE REQUESTS BEING THE SAME.

WE ARE ENCLOSING COPIES OF CORRESPONDENCE BETWEEN THE GENERAL ACCOUNTING OFFICE AND THIS BANK AND COPY OF EXCHANGE OF LETTERS BETWEEN THE ACCOUNTING OFFICE AND THE PENNSYLVANIA COMPANY FOR INSURANCES ON LIVES AND GRANTING ANNUITIES, PHILADELPHIA, PENNSYLVANIA. WE WISH TO STATE THAT ALL ASSIGNMENTS ARE EXECUTED BY A PROPER OFFICER OF THE COMPANY, ATTESTED BY THE SECRETARY OF THE COMPANY WITH THE IMPRESSION OF THE SEAL PLACED THEREON, WHICH WE BELIEVE TO BE SUFFICIENT.

MOST OF THE NOTICES OF ASSIGNMENT ARE RETURNED BY THE ACCOUNTING OFFICE WITHOUT ANY QUESTION BUT OCCASIONALLY, AS WE HAVE STATED, THEY WILL BE HELD UP BY MISS SISLER. THE NOTICES OF ASSIGNMENT FROM THE CONTRACTING OFFICER AND DISBURSING OFFICER ARE ALWAYS RETURNED PROMPTLY WITHOUT COMMENT.

WE DO NOT WISH TO COMPLY WITH THE VARIOUS REQUESTS OF MISS SISLER AND ARE WONDERING WHETHER YOU WOULD BE KIND ENOUGH TO COMMUNICATE WITH THE GENERAL ACCOUNTING OFFICE, OR MISS SISLER, AND EXPLAIN THAT IN THE CASE OF EVERY LOAN OUR COUNSEL REQUIRES THE PRODUCTION OF SATISFACTORY EVIDENCE SHOWING THE AUTHORITY OF THE BORROWER'S OFFICIALS TO EXECUTE OUR FORM OF LOAN AGREEMENT AND ALL OTHER PAPERS, INCLUDING THE ASSIGNMENT. MOREOVER, IN VIEW OF THE FACT THAT A FEDERAL RESERVE BANK IS INVOLVED, WE DO NOT THINK THAT THE GENERAL ACCOUNTING OFFICE SHOULD BE CONCERNED DIRECTLY WITH THE QUESTION OF OUR BORROWER TO EXECUTE AN ASSIGNMENT.

IT MIGHT ALSO BE POINTED OUT TO MISS SISLER THAT THERE IS NOTHING CONTAINED IN THE ASSIGNMENT OF CLAIMS ACT WHICH WOULD REQUIRE THE PRODUCTION OF EVIDENCE SUCH AS SHE HAS REQUESTED. IT SEEMS TO US THAT IF CONGRESS HAD INTENDED TO REQUIRE THE FILING OF ADDITIONAL PAPERS WITH THE GENERAL ACCOUNTING OFFICE, IT WOULD HAVE SO STATED IN SECTION 4 OF THE STATUTE.

WE SHALL APPRECIATE ANYTHING YOU MIGHT BE ABLE TO DO TO CONVINCE MISS SISLER THAT THE PRACTICE HERETOFORE FOLLOWED FOR A CONSIDERABLE PERIOD OF TIME SHOULD NOT NOW BE CHANGED.

ALSO, THERE WAS ENCLOSED WITH YOUR LETTER A LETTER DATED JUNE 8, 1942, FROM MR. H. C. CULSHAW, ASSISTANT VICE PRESIDENT OF THE PENNSYLVANIA COMPANY, TO THIS OFFICE, ADDRESSED TO THE ATTENTION OF THE AUDIT DIVISION, AS FOLLOWS:

THIS IS IN REPLY TO YOUR LETTER OF JUNE 2 RELATIVE TO NOTICES OF ASSIGNMENT IN QUADRUPLICATE AND INSTRUMENTS OF ASSIGNMENT WHICH WE SENT YOU COVERING CONTRACTS NO. N151S-42185, NO. N151S-42524, AND NO. N151S 42552 WITH THE B. H. DEACON COMPANY, INC., OF THIS CITY.

WE NOTE FROM YOUR LETTER THAT THE EXECUTION OF THE INSTRUMENTS OF ASSIGNMENT REQUIRES THE SIGNATURES OF TWO EXECUTIVE OFFICERS AND AN IMPRESSION OF THE CORPORATION SEAL. THE ASSIGNMENTS WHICH WERE MAILED TO YOU BORE THE SIGNATURES OF B. H. DEACON, AS PRESIDENT, AND JOHN I. BLAND, AS SECRETARY, AND HAD IMPRESSIONS OF THE CORPORATE SEAL. WE NOTE FURTHER THAT YOU HAVE STATED THERE MUST BE ATTACHED "AN ACKNOWLEDGMENT BY THE SIGNING OFFICERS MADE BEFORE AND CERTIFIED BY THE SIGNATURE AND SEAL OF A NOTARY PUBLIC THAT THE ASSIGNMENT IS A DULY AUTHORIZED CORPORATE ACT MADE AND DELIVERED AS THE ACT OF THE CORPORATION.' IN THE PAST SIX MONTHS, THE PENNSYLVANIA COMPANY HAS FINANCED MANY THOUSANDS OF DOLLARS WORTH OF GOVERNMENT CONTRACTS FOR THE CONTRACTORS. WE HAVE IN THIS TIME, UNQUESTIONABLY, TAKEN ASSIGNMENT TO A THOUSAND OR MORE CONTRACTS IN WHICH WE HAVE SENT TO THE VARIOUS DEPARTMENTS OF THE GOVERNMENT THE INSTRUMENTS AND THE NOTICES OF ASSIGNMENT, IN ACCORDANCE WITH THE INSTRUCTIONS ISSUED BY THE GOVERNMENT. THIS IS THE FIRST TIME THAT A DEMAND HAS BEEN MADE THAT THE SIGNATURES AND ACTS OF THE CONTRACTOR'S OFFICERS BE SWORN TO AND ATTESTED BY A NOTARY PUBLIC. IT IS NOT OUR PURPOSE TO QUESTION YOUR RIGHT IN DEMANDING THIS, BUT WE DO QUESTION THE PROCEDURE WHICH WE, AS A FINANCING INSTITUTION, ARE OBLIGED TO FOLLOW. USING THE PAST EXPERIENCE AS A PRECEDENT, WE ARE VERY MUCH SURPRISED TO LEARN OF THE PRESENT REQUIREMENTS AND FIND THAT SUCH ACTION IS WHOLLY OUT OF CONSONANCE WITH THE VIEWS OF THE LOCAL FEDERAL RESERVE BANK.

IN THE PARTICULAR CASE IN QUESTION, THE CONTRACTOR IS SERIOUSLY IN NEED OF FUNDS AND THE HOLD-UP OF THE ASSIGNMENT WHEREBY WE ARE UNABLE TO MAKE ADVANCES TO THE CONTRACTOR MERELY SLOWS DOWN HIS SHIPMENTS OF VITAL MATERIALS. IN THIS PARTICULAR CASE, IT HAS REACHED A POINT WHERE IT IS INCUMBENT UPON US, AS THE FINANCING INSTITUTION, TO PERMIT THE CONTRACTOR TO BORROW, IN SPITE OF THE FACT THAT WE DO NOT HAVE THE ACKNOWLEDGED NOTICES OF THE ASSIGNMENTS FROM THE GENERAL ACCOUNTING OFFICE. WE HAVE, THEREFORE, INSTRUCTED THE CONTRACTOR TO ATTACH TO HIS INVOICE THE ACKNOWLEDGED NOTICES OF ASSIGNMENT WHICH WE HAVE RECEIVED FROM THE SUPPLY OFFICER AND THE DISBURSING OFFICER AND TO ATTACH, IN ADDITION, A COPY OF THIS LETTER IN LIEU OF THE REGULAR NOTICE OF ASSIGNMENT.

WE WOULD CERTAINLY APPRECIATE RECEIVING FROM YOUR OFFICE DEFINITE INSTRUCTIONS AS TO THE STEPS THAT MUST BE TAKEN BY A FINANCING INSTITUTION IN ORDER THAT WE MAY GIVE ASSISTANCE TO CONTRACTORS AND NOT BE HELD UP BY VIRTUE OF SOMETHING NEW THAT SEEMS TO BE CONSTANTLY THWARTING OUR EFFORTS TO EXPEDITE THE CONTRACTOR'S ABILITY TO MAKE DELIVERY IN ACCORDANCE WITH THE TERMS OF HIS CONTRACTS.

WHERE MONEYS DUE OR TO BECOME DUE UNDER A CONTRACT WITH THE UNITED STATES HAVE BEEN ASSIGNED BY THE CONTRACTOR TO A THIRD PARTY, IT IS OF UTMOST IMPORTANCE THAT THIS OFFICE, PURSUANT TO THE DUTY IMPOSED ON IT BY LAW, ASCERTAIN WHETHER SUCH ASSIGNMENT IS LEGAL AND VALID IN ALL RESPECTS IN ORDER THAT THE GOVERNMENT OBTAIN A GOOD ACQUITTANCE IN MAKING PAYMENT TO OTHER THAN THE ORIGINAL CONTRACTING PARTY. THE LEGALITY OF THE ASSIGNMENT DEPENDS UPON COMPLIANCE NOT ONLY WITH THE ASSIGNMENT OF CLAIMS ACT OF 1940, 54 STAT. 1029, BUT WITH ALL OTHER PRINCIPLES OF LAW, BOTH SUBSTANTIVE AND PROCEDURAL, APPLICABLE TO CONTRACT ASSIGNMENTS. AND, IN THIS CONNECTION, I ASSUME YOU WILL CONCEDE THAT THIS OFFICE SHOULD BE NO LESS SOLICITOUS AS TO THE VALIDITY OF AN ASSIGNMENT MADE TO A FEDERAL LENDING INSTITUTION, SUCH AS A FEDERAL RESERVE BANK, THAN AN ASSIGNMENT TO ANY OTHER CLASS OF ASSIGNEE NAMED IN THE STATUTE. THE RESPONSIBILITY OF THIS OFFICE IN SUCH MATTERS MAY NOT BE SHIFTED TO ANY OTHER OFFICE OR AGENCY.

THE VERY NATURE OF A CORPORATION AS AN ARTIFICIAL BEING, EXISTING ONLY IN CONTEMPLATION OF LAW AND ABLE TO ACT ONLY THROUGH ITS AGENTS OR EMPLOYEES, NECESSITATES THAT THE EXECUTION OF INSTRUMENTS OF ASSIGNMENT BY CORPORATIONS BE ATTENDED WITH FORMALITIES NOT ORDINARILY REQUIRED OF INDIVIDUALS AS ASSIGNORS.

HOWEVER, IN ORDER TO COOPERATE AS FULLY AS POSSIBLE IN EXPEDITING THE WAR PROGRAM BY FACILITATING THE FINANCING OF CONTRACTS, AND AT THE SAME TIME TO INSURE TO A REASONABLY SAFE DEGREE THAT PAYMENTS MAY BE MADE TO ASSIGNEES UNDER SUCH CONTRACTS WITH THE ASSURANCE THAT THAT PERSON OR INSTITUTION IS LEGALLY ENTITLED TO THE PAYMENT, THE MATTER HAS BEEN REEXAMINED HERE IN AN ENDEAVOR TO EXPEDITE THE ACKNOWLEDGMENT AND RETURN OF NOTICES OF ASSIGNMENT FILED WITH THIS OFFICE PURSUANT TO THE ASSIGNMENT OF CLAIMS ACT AND TO REDUCE TO A MINIMUM THE EVIDENCE REQUIRED TO ESTABLISH THE VALIDITY OF AN ASSIGNMENT WHERE THE ASSIGNOR IS A CORPORATION.

IN THE PAST IT APPEARS TO HAVE BEEN THE PRACTICE, UPON RECEIPT OF A NOTICE OF ASSIGNMENT AND COPY THEREOF, TO MAKE AN IMMEDIATE EXAMINATION OF SUCH DOCUMENTS PRIOR TO ACKNOWLEDGMENT IN ORDER TO DETECT AND BRING TO THE ATTENTION OF THE ASSIGNEE, OR THE ADMINISTRATIVE OFFICE CONCERNED, ANY IRREGULARITIES APPARENT ON THE FACE OF THE DOCUMENTS. HOWEVER, THERE IS NOTHING IN THE ASSIGNMENT OF CLAIMS ACT OR IN TREASURY DEPARTMENT, PROCUREMENT DIVISION, CIRCULAR LETTER NO. 447, DATED DECEMBER 3, 1940, REQUIRING THAT SAID DOCUMENTS BE REGULAR OR EVEN VALID AS A CONDITION PRECEDENT TO ACKNOWLEDGMENT OF THEIR RECEIPT HERE.

ACCORDINGLY, I NOW HAVE TO ADVISE THAT SINCE, IN LEGAL EFFECT, THE ACKNOWLEDGMENT OF RECEIPT BY THIS OFFICE IS NOTHING MORE THAN THE WORD IMPLIES--- A RECOGNITION THAT THE DOCUMENTS REFERRED TO HAVE BEEN RECEIVED IN THIS OFFICE--- AND IN VIEW OF THE DIFFICULTIES ILLUMINATED BY YOUR LETTER AND ENCLOSURES, THIS OFFICE SHALL HENCEFORTH ACKNOWLEDGE RECEIPT OF THE NOTICES OF ASSIGNMENT AND ASSIGNMENT INSTRUMENTS IMMEDIATELY UPON RECEIPT THEREOF WITHOUT PRIOR EXAMINATION--- LEAVING ANY QUESTION AS TO THE VALIDITY OR REGULARITY OF THE ASSIGNMENT FOR CONSIDERATION IN CONNECTION WITH THE AUDIT OF PAYMENTS MADE UNDER THE CONTRACT INVOLVED.

KNOWLEDGE THAT SUCH A PRELIMINARY EXAMINATION HERETOFORE HAS BEEN MADE MAY HAVE RESULTED IN VARIOUS ADMINISTRATIVE AGENCIES RELYING, TO SOME EXTENT AT LEAST, ON THE ACKNOWLEDGMENT BY THIS OFFICE OF THE RECEIPT OF THE NOTICE AND COPY OF THE ASSIGNMENT AS CONSTITUTING PRIMA FACIE EVIDENCE OF THE VALIDITY OF THE ASSIGNMENT. THEREFORE, IT SHOULD BE CLEARLY UNDERSTOOD THAT HENCEFORTH THE PROCESS OF ACKNOWLEDGING SUCH NOTICE OF ASSIGNMENT WILL BE PURELY MINISTERIAL IN NATURE AND IN NO SENSE AN INDICATION THAT THE ASSIGNMENT HAS BEEN EXAMINED IN THIS OFFICE AND FOUND TO BE REGULAR AND VALID. FURTHERMORE, FOR AUDIT PURPOSES IN THE CASE OF CORPORATE ASSIGNORS, THIS OFFICE WILL ACCEPT--- IN THE ABSENCE OF SPECIAL FACTS OR CIRCUMSTANCES IN A PARTICULAR CASE WARRANTING A REQUEST FOR ADDITIONAL SUPPORTING DATA--- AS PRIMA FACIE EVIDENCE OF THE FACT THAT AN ASSIGNMENT HAS BEEN EXECUTED BY PROPER AUTHORITY OF THE CORPORATION, THE SIGNATURE OF AN EXECUTIVE OFFICER, ATTESTED TO BY THE SECRETARY, WITH THE CORPORATION SEAL IMPRESSED THEREON, OR, IN THE ALTERNATIVE, A VERIFIED RESOLUTION OF THE BOARD OF DIRECTORS AUTHORIZING THE PERSON WHO EXECUTED THE ASSIGNMENT TO DO SO.

IT IS BELIEVED THAT THESE CHANGES WILL ELIMINATE THE PRESENT DIFFICULTIES TO WHICH YOUR LETTER REFERS AND REMOVE ANY OBSTACLE IN THE PATH OF EXPEDITIOUS FINANCING OF GOVERNMENT CONTRACTS SO FAR AS SUCH FINANCING MAY BE AFFECTED BY ASSIGNMENTS PURSUANT TO THE ASSIGNMENT OF CLAIMS ACT OF 1940.