EXHIBIT 10.25
SECURITY AGREEMENT
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THIS SECURITY AGREEMENT (this "Agreement") is made as of this 28th day of
September, 2001, by and between TELESERVICES MANAGEMENT COMPANY (the "Grantor"),
with an address at 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx, and
PNC BANK, NATIONAL ASSOCIATION (the "Bank"), with an address at 0000 Xxxxxxxxx
Xxxxx, Xxxxxx, Xxxxxxxxxxxx.
Bank and RMH Teleservices, Inc. ("Borrower") are parties to that certain
letter agreement dated March 27, 1997, as amended from time to time ("Credit
Agreement"). In consideration of that extension of credit by the Bank, Grantor
has executed that certain Guaranty and Suretyship Agreement of even date hereof.
Under the terms hereof, the Bank desires to obtain and the Grantor desires to
grant the Bank security for all of the Guaranty Obligations (as hereinafter
defined).
NOW, THEREFORE, the Grantor and the Bank, intending to be legally bound,
hereby agree as follows:
1. Definitions.
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(a) "Collateral" shall include all personal property of the Grantor,
including the following, all whether now owned or hereafter acquired or arising
and wherever located: (i) accounts, accounts receivable, contract rights,
chattel paper, notes receivable, securities entitlements, securities accounts,
investment property, depository accounts, instruments (including without
limitation, that certain Subordinated Promissory Note dated September 28, 2001,
executed by Borrower in favor of Grantor) ("Subordinated Note"), and documents
(including warehouse receipts); (ii) goods of every nature, including inventory,
stock-in-trade, raw materials, work in process, items held for sale or lease or
furnished or to be furnished under contracts of sale or lease, goods that are
returned, reclaimed or repossessed, together with materials used or consumed in
the Grantor's business; (iii) equipment, including machinery, vehicles,
furniture and fixtures; (iv) general intangibles, of every kind and description,
including all existing and future customer lists, choses in action, claims
(including claims for indemnification or breach of warranty), books, records,
patents and patent applications, copyrights, trademarks, tradenames,
tradestyles, trademark applications, goodwill, blueprints, drawings, designs and
plans, trade secrets, contracts, licenses, license agreements, formulae, tax and
any other types of refunds, returned and unearned insurance premiums, rights and
claims under insurance policies, and computer information, software, source
codes, object codes, records and data; (v) all property of the Grantor now or
hereafter in the Bank's possession or in transit to or from, under the custody
or control of or on deposit with, the Bank or any affiliate thereof, including
deposit and other accounts; (vi) all deposit accounts, cash and cash
equivalents; and (vii) all cash and non-cash proceeds (including insurance
proceeds) of all of the foregoing property, all products thereof and all
additions and accessions thereto, substitutions therefor and replacements
thereof. The Collateral shall also include any and all other tangible or
intangible property that is described as being part of the Collateral pursuant
to one or more Riders to Security Agreement that may now or in the future, be
attached hereto or delivered in connection herewith, including the Rider to
Security Agreement - Copyrights, the Rider to Security Agreement - Patents, the
Rider to Security Agreement - Trademarks and the Rider to Security Agreement -
Cash Collateral Account.
(b) "Loan Documents" means, collectively, this Agreement, the Credit
Agreement, any and all notes evidencing the Guaranty Obligations and all related
documents, instruments and agreements.
(c) "Guaranty Obligations" shall include all loans, advances, debts,
liabilities, Obligations, covenants and duties owing from the Grantor to the
Bank or to any other direct or indirect subsidiary of PNC Bank Corp., of any
kind or nature, present or future (including any interest accruing thereon after
maturity, or after the filing of any petition in bankruptcy, or the commencement
of any insolvency, reorganization or like proceeding relating to the Grantor,
whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding), whether or not evidenced by any note, guaranty or other
instrument, whether arising under any agreement, instrument or document, whether
or not for the payment of money, whether arising by reason of an extension of
credit, opening of a letter of credit, loan, equipment lease or guarantee, under
any interest or currency swap, future, option or other interest rate protection
or similar agreement, or in any other manner, whether arising out of overdrafts
on deposit or other accounts or electronic funds transfers (whether through
automated clearing houses or otherwise) or out of the Bank's non-receipt of or
inability to collect funds or otherwise not being made whole in connection with
depository transfer check or other similar arrangements, whether direct or
indirect (including those acquired by assignment or participation), absolute or
contingent, joint or several, due or to become due, now existing or hereafter
arising, including, without limitation, all debts, liabilities and Security
Obligations under the Loan Documents, and any amendments, extensions, renewals
or increases and all costs and expenses of the Bank incurred in the
documentation, negotiation, modification, enforcement, collection or otherwise
in connection with any of the foregoing, including reasonable attorneys' fees
and expenses.
(d) "UCC" means the Uniform Commercial Code, as adopted and enacted
and as in effect from time to time in the State whose law governs pursuant to
the Section of this Agreement entitled "Governing Law and Jurisdiction". Terms
used herein which are defined in the UCC and not otherwise defined herein shall
have the respective meanings ascribed to such terms in the UCC.
2. Grant of Security Interest. To secure the Guaranty Obligations, the
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Grantor, as debtor, hereby assigns and grants to the Bank, as secured party, a
continuing lien on and security interest in the Collateral.
3. Change in Name. The Grantor hereby agrees that if Grantor changes its
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name or form or jurisdiction of organization, Grantor will immediately notify
the Bank in writing of the additions or changes. The Grantor's chief executive
office, places of business, form of organization, organizational identification
number and jurisdiction of organization are also shown on Exhibit "A" hereto.
4. Representations and Warranties. The Grantor represents, warrants and
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covenants to the Bank that: (a) the Grantor has good, marketable and
indefeasible title to the Collateral, has not made any prior sale, pledge,
encumbrance, assignment or other disposition of any of the Collateral, and the
Collateral is free from all encumbrances and rights of setoff of any kind except
the lien in favor of the Bank created by this Agreement and the encumbrances
listed on Exhibit "B"; (b) the Grantor will defend the Collateral against all
claims and demands of all persons at any time claiming the same or any interest
therein; (c) each account and general intangible, if
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included in the definition of Collateral, is genuine and enforceable in
accordance with its terms and the Grantor will defend the same against all
claims, demands, setoffs and counterclaims at any time asserted in accordance
with its current business practices; and (d) at the time any account or general
intangible becomes subject to this Agreement, such account or general intangible
will be a good and valid account representing a bona fide sale of goods or
services by the Grantor and such goods will have been shipped to the respective
account debtors or the services will have been performed for the respective
account debtors.
5. Grantor's Covenants. The Grantor covenants that it shall:
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(a) from time to time and at all reasonable times, after notice,
allow the Bank, by or through any of its officers, agents, attorneys, or
accountants, to examine or inspect the Collateral, after the occurrence and
continuance of an Event of Default, notify account debtors of the Bank's
security interest in accounts (if included in the definition of Collateral) and
obtain valuations and audits of the Collateral, at the Grantor's expense,
wherever located. The Grantor shall do, obtain, make, execute and deliver all
such additional and further acts, things, deeds, assurances and instruments as
the Bank may reasonably require to vest in and assure to the Bank its rights
hereunder and in or to the Collateral, and the proceeds thereof, including
waivers from landlords, warehousemen and mortgagees;
(b) keep the Collateral in good order and repair at all times and
immediately notify the Bank of any event causing a material loss or decline in
value of the Collateral, whether or not covered by insurance, and the amount of
such loss or depreciation;
(c) only use or permit the Collateral to be used in accordance with
all applicable federal, state, county and municipal laws and regulations;
(d) have and maintain insurance at all times with respect to all
Collateral against risks of fire (including so-called extended coverage), theft,
sprinkler leakage, and other risks (including risk of flood if any Collateral is
maintained at a location in a flood hazard zone) as the Bank may reasonably
require, in such form, in such amount, for such period and written by such
companies as may be satisfactory to the Bank in its reasonable discretion. Each
such casualty insurance policy shall contain a standard Lender's Loss Payable
Clause issued in favor of the Bank under which all losses thereunder shall be
paid to the Bank as the Bank's interest may appear. Such policies shall
expressly provide that the requisite insurance cannot be altered or canceled
without at least thirty (30) days prior written notice to the Bank and shall
insure the Bank notwithstanding the act or neglect of the Grantor. Upon the
Bank's demand, the Grantor shall furnish the Bank with duplicate original
policies of insurance or such other evidence of insurance as the Bank may
require. In the event of failure to provide insurance as herein provided, the
Bank may, at its option, obtain such insurance and the Grantor shall pay to the
Bank, on demand, the cost thereof. Proceeds of insurance may be applied by the
Bank to reduce the Security Obligations or to repair or replace Collateral, all
in the Bank's reasonable discretion, provided that prior to an Even of Default,
proceeds shall be applied by the Grantor to repair or replace Collateral; and
(e) The Grantor shall provide written notice to the Bank of any
Commercial Tort Claim (as defined in the UCC) to which the Grantor is or becomes
a party or which otherwise inures to the benefit of the Grantor. Such notice
shall contain a sufficient description of the Commercial Tort Claim including
the parties, the court in which the claim was commenced (if
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applicable), the docket number assigned to the case (if applicable) and a
detailed explanation of the events giving rise to such claim. The Grantor shall
grant the Bank a security interest in such Commercial Tort Claim to secure
payment of the Security Obligations. The Grantor shall execute and deliver such
instruments, documents and agreements as the Bank may require in order to obtain
and perfect such security interest including, without limitation, a security
agreement or amendment to any existing security agreement all in form and
substance satisfactory to the Bank. The Grantor authorizes the Bank to file
(without the Grantor's signature), financing statements or amendments to
existing financing statements as the Bank deems necessary to perfect the
security interest.
6. Negative Pledge; No Transfer. The Grantor will not sell or offer to
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sell or otherwise transfer or grant or allow the imposition of a lien or
security interest upon the Collateral (except for sales of inventory and
collections of accounts in the Grantor's ordinary course of business and except
as expressly permitted under the Credit Agreement) or use any portion thereof in
any manner inconsistent with this Agreement or with the terms and conditions of
any policy of insurance thereon.
7. Covenants for Accounts. If accounts are included in the definition of
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Collateral:
(a) The Grantor will, on the Bank's demand, make notations on its
books and records showing the Bank's security interest and make available to the
Bank completion certificates or other proof of the satisfactory performance of
services that gave rise to an account, a copy of the invoice for each account
and copies of any written contract or order from which an account arose. The
Grantor shall promptly notify the Bank if an account becomes evidenced or
secured by an instrument or chattel paper and upon the Bank's request, will
promptly deliver any such instrument or chattel paper to the Bank, including any
letter of credit delivered to the Grantor to support a shipment of inventory by
the Grantor.
(b) From time to time with such frequency as the Bank may reasonably
request, the Grantor will report to the Bank all credits given to account
debtors on all accounts.
(c) During the continuance of an Event of Default, the Grantor will
immediately notify the Bank if any account arises out of contracts with the
United States or any department, agency or instrumentality thereof, and will
execute any instruments and take any steps required by the Bank so that all
monies due and to become due under such contract shall be assigned to the Bank
and notice of the assignment given to and acknowledged by the appropriate
government agency or authority under the Federal Assignment of Claims Act.
(d) At any time after the occurrence and during the continuance of an
Event of Default, and without notice to the Grantor, the Bank may direct any
persons who are indebted to the Grantor on any Collateral consisting of accounts
or general intangibles to make payment directly to the Bank of the amounts due.
The Bank is authorized to give receipts to such account debtors for any such
payments and the account debtors will be protected in making such payments to
the Bank. After an occurrence and during the continuance of an Event of
Default, upon the Bank's written request, the Grantor will establish with the
Bank and maintain a lockbox account ("Lockbox") with the Bank and a depository
account(s) ("Cash Collateral Account") with the Bank subject to the provisions
of this subparagraph and such other related agreements as the Bank may require,
and the Grantor shall notify its account debtors to remit payments directly to
the Lockbox. Thereafter, funds collected in the Lockbox shall be transferred to
the Cash Collateral Account, and
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funds in the Cash Collateral Account shall be applied by the Bank, daily, to
reduce the outstanding Security Obligations.
8. Further Assurances. At the Bank's request, the Grantor will join with
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the Bank in executing one or more initial financing statements or amendment
statements pursuant to the UCC in form satisfactory to the Bank and will pay the
cost of preparing and filing the same in all jurisdictions in which such filing
is deemed by the Bank to be necessary or desirable in order to perfect, preserve
and protect its security interests. The Grantor authorizes the Bank, at any time
and from time to time, to file initial financing statements or amendment
statements that (a) indicate the Collateral (i) as all assets of the Grantor or
words of similar effect, regardless of whether any particular assets comprised
in the Collateral fall within the scope of Article 9 of the UCC, or (ii) as
being of an equal or lesser scope, and (b) contain any other information
required by Part 5 of Article 9 of the UCC for the sufficiency or filing office
acceptance of any financing statement or amendment. A carbon, photographic or
other copy of this Agreement or of a UCC financing statement may be filed as and
in lieu of a UCC financing statement. At the Bank's request, the Grantor will
execute, in form satisfactory to the Bank, a Rider to Security Agreement -
Copyrights (if any Collateral consists of registered or unregistered
copyrights), a Rider to Security Agreement - Patents (if any Collateral consists
of patents or patent applications), a Rider to Security Agreement - Trademarks
(if any Collateral consists of trademarks, tradenames, tradestyles or trademark
applications). If any Collateral consists of depository accounts not maintained
with the Bank or one of its affiliates, or any securities entitlement,
securities account or other investment property, then at the Bank's request the
Grantor will execute, and will cause the depository institution or securities
intermediary upon whose books and records the ownership interest of the Grantor
in such Collateral appears, such Pledge Agreements, Notification and Control
Agreements or other agreements as the Bank deems necessary in order to perfect
and protect its security interest in such Collateral, in each case in a form
satisfactory to the Bank. Grantor shall deliver to the Bank the Subordinated
Note.
9. Events of Default. The Grantor shall, at the Bank's option, be in
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default under this Agreement upon the happening of any of the following events
or conditions (each, an "Event of Default"): (a) any Event of Default (as
defined in any of the Loan Documents); (b) an uninsured material loss, theft,
damage, or destruction to any of the Collateral, or the entry of any judgment
against the Grantor or any lien against or the making of any levy, seizure or
attachment of or on the Collateral; (c) the failure of the Bank to have a
perfected first priority security interest in the Collateral; or (d) any
indication or evidence received by the Bank that the Grantor may have directly
or indirectly been engaged in any type of activity which, in the Bank's
discretion, might result in the forfeiture of any property of the Grantor to any
governmental entity, federal, state or local.
10. Remedies. Upon the occurrence of any such Event of Default and at any
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time thereafter during the continuance thereof, the Bank may declare all
Guaranty Obligations secured hereby immediately due and payable and shall have,
in addition to any remedies provided herein or by any applicable law or in
equity, all the remedies of a secured party under the UCC. The Bank's remedies
include, but are not limited to, the right to (a) peaceably by its own means or
with judicial assistance enter the Grantor's premises and take possession of the
Collateral without prior notice to the Grantor or the opportunity for a hearing,
(b) render the Collateral unusable, (c) dispose of the Collateral on the
Grantor's premises, (d) require the Grantor to assemble the Collateral and make
it available to the Bank at a place designated by the Bank, and (e) notify the
United States Postal Service to send the Grantor's mail to the Bank. Unless the
Collateral is perishable or threatens to
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decline speedily in value or is of a type customarily sold on a recognized
market, the Bank will give the Grantor reasonable notice of the time and place
of any public sale thereof or of the time after which any private sale or any
other intended disposition thereof is to be made. The requirements of
commercially reasonable notice shall be met if such notice is sent to the
Grantor at least five (5) days before the time of the intended sale or
disposition. Expenses of retaking, holding, preparing for sale, selling or the
like shall include the Bank's reasonable attorney's fees and legal expenses,
incurred or expended by the Bank to enforce any payment due it under this
Agreement either as against the Grantor, or in the prosecution or defense of any
action, or concerning any matter growing out of or connection with the subject
matter of this Agreement and the Collateral pledged hereunder. The Grantor
waives all relief from all appraisement or exemption laws now in force or
hereafter enacted.
11. Power of Attorney. The Grantor does hereby make, constitute and
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appoint any officer or agent of the Bank as the Grantor's true and lawful
attorney-in-fact, with power to (a) endorse the name of the Grantor or any of
the Grantor's officers or agents upon any notes, checks, drafts, money orders,
or other instruments of payment or Collateral that may come into the Bank's
possession in full or part payment of any Security Obligations; (b) during the
continuance of an Event of Default, xxx for, compromise, settle and release all
claims and disputes with respect to, the Collateral; and (c) sign, for the
Grantor, financing, continuation or amendment statements pursuant to the UCC, or
supplemental intellectual property security agreements; granting to the
Grantor's said attorney full power to do any and all things necessary to be done
in and about the premises as fully and effectually as the Grantor might or could
do. The Grantor hereby ratifies all that said attorney shall lawfully do or
cause to be done by virtue hereof. This power of attorney is coupled with an
interest, and is irrevocable.
12. Payment of Expenses. At its option, the Bank may, after notice to the
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Grantor, discharge taxes, liens, security interests or such other encumbrances
as may attach to the Collateral, may pay for required insurance on the
Collateral and may pay for the maintenance, appraisal or reappraisal, and
preservation of the Collateral, as determined by the Bank to be necessary. The
Grantor will reimburse the Bank on demand for any payment so made or any
reasonable expense incurred by the Bank pursuant to the foregoing authorization,
and the Collateral also will secure any advances or payments so made or expenses
so incurred by the Bank.
13. Notices. All notices, demands, requests, consents, approvals and
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other communications required or permitted hereunder must be in writing and will
be effective upon receipt. Such notices and other communications may be hand
delivered, sent by facsimile transmission with confirmation of delivery and a
copy sent by first-class mail, or sent by nationally recognized overnight
courier service, to a party's address set forth above or to such other address
as any party may give to the other in writing for such purpose.
14. Preservation of Rights. No delay or omission on the Bank's part to
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exercise any right or power arising hereunder will impair any such right or
power or be considered a waiver of any such right or power, nor will the Bank's
action or inaction impair any such right or power. The Bank's rights and
remedies hereunder are cumulative and not exclusive of any other rights or
remedies which the Bank may have under other agreements, at law or in equity.
15. Illegality. In case any one or more of the provisions contained in
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this Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
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16. Changes in Writing. No modification, amendment or waiver of any
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provision of this Agreement nor consent to any departure by the Grantor
therefrom will be effective unless made in a writing signed by the Bank, and
then such waiver or consent shall be effective only in the specific instance and
for the purpose for which given. No notice to or demand on the Grantor in any
case will entitle the Grantor to any other or further notice or demand in the
same, similar or other circumstance.
17. Entire Agreement. This Agreement (including the documents and
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instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter hereof.
18. Counterparts. This Agreement may be signed in any number of
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counterpart copies and by the parties hereto on separate counterparts, but all
such copies shall constitute one and the same instrument. Delivery of an
executed counterpart of signature page to this Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart.
Any party so executing this Agreement by facsimile transmission shall promptly
deliver a manually executed counterpart, provided that any failure to do so
shall not affect the validity of the counterpart executed by facsimile
transmission.
19. Successors and Assigns. This Agreement will be binding upon and inure
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to the benefit of the Grantor and the Bank and their respective heirs,
executors, administrators, successors and assigns; provided however, that the
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Grantor may not assign this Agreement in whole or in part without the Bank's
prior written consent and the Bank at any time may assign this Agreement in
whole or in part.
20. Interpretation. In this Agreement, unless the Bank and the Grantor
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otherwise agree in writing, the singular includes the plural and the plural the
singular; words importing any gender include the other genders; references to
statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to; the word "or"
shall be deemed to include "and/or", the words "including", "includes" and
"include" shall be deemed to be followed by the words "without limitation";
references to articles, sections (or subdivisions of sections) or exhibits are
to those of this Agreement unless otherwise indicated. Section headings in this
Agreement are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose. If this Agreement is
executed by more than one Grantor, the Security Obligations of such persons or
entities will be joint and several.
21. Indemnity. The Grantor agrees to indemnify each of the Bank, its
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directors, officers and employees and each legal entity, if any, who controls
the Bank (the "Indemnified Parties") and to hold each Indemnified Party harmless
from and against any and all claims, damages, losses, liabilities and expenses
(including all fees and charges of internal or external counsel with whom any
Indemnified Party may consult and all expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party as a result of the execution of or performance under this
Agreement; provided however, that the foregoing indemnity agreement shall not
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apply to claims, damages, losses, liabilities and expenses solely attributable
to an Indemnified Party's gross negligence or willful misconduct. The indemnity
agreement contained in this Section shall survive the termination of this
Agreement. The Grantor may participate at its expense in the defense of any such
claim.
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22. Release of Security Interest. Upon the full payment and termination
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of the Line of Credit (as defined in the Loan Documents), the Bank's security
interest in the Collateral shall no longer secure the Borrower's debts,
liabilities and obligations pursuant to that certain Master Lease Agreement and
any Schedules thereto by and between the Borrower and Leasing LLC dated as of
March 3, 1997.
23. Governing Law and Jurisdiction. This Agreement has been executed in
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the State of Delaware and delivered by courier to and accepted by the Bank in
the Commonwealth of Pennsylvania. This Agreement will be interpreted and the
rights and liabilities of the parties hereto determined in accordance with the
laws of the State where the Bank's office indicated above is located, except
that the laws of the State where any Collateral is located (if different from
the State where such office of the Bank is located) shall govern the creation,
perfection and foreclosure of the liens created hereunder on such property or
any interest therein. The Grantor hereby irrevocably consents to the exclusive
jurisdiction of any state or federal court in the county or judicial district
where the Bank's office indicated above is located; provided that nothing
contained in this Agreement will prevent the Bank from bringing any action,
enforcing any award or judgment or exercising any rights against the Grantor
individually, against any security or against any property of the Grantor within
any other county, state or other foreign or domestic jurisdiction. The Bank and
the Grantor agree that the venue provided above is the most convenient forum for
both the Bank and the Grantor. The Grantor waives any objection to venue and any
objection based on a more convenient forum in any action instituted under this
Agreement.
24. WAIVER OF JURY TRIAL. EACH OF THE GRANTOR AND THE BANK IRREVOCABLY
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WAIVES ANY AND ALL RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT, ANY DOCUMENTS
EXECUTED IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED IN
ANY OF SUCH DOCUMENTS. THE GRANTOR AND THE BANK ACKNOWLEDGE THAT THE FOREGOING
WAIVER IS KNOWING AND VOLUNTARY.
WITNESS the due execution hereof as a document under seal, as of the date first
written above.
[SIGNATURES ON FOLLOWING PAGE]
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TELESERVICES MANAGEMENT COMPANY
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
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Title: Chairman
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[SIGNATURES CONTINUE ON FOLLOWING PAGE]
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[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxx Xxxxxxx
----------------------------------
Name: Xxxxx Xxxxxxx
--------------------------------
Title: V P
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EXHIBIT "A"
TO SECURITY AGREEMENT
Grantor's form of organization and jurisdiction of organization, if not a
natural person:
Delaware
Address of Grantor's chief executive office, including the County:
000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000
Address for books and records, if different:
000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxxx 00000
Addresses of other Collateral locations, including Counties and name and
address of landlord or owner if location is not owned by the Grantor:
None
Organization ID number:
2658600
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