EXHIBIT 10.2
SECURITY AGREEMENT
This SECURITY AGREEMENT dated as of December 5, 2001 ("Security
Agreement"), is between Visual Data Corporation, a Florida corporation
("Borrower") and Xxxxxxxxx X. XxXxxx, ("Secured Party").
PRELIMINARY STATEMENTS
A. Secured Party has loaned Borrower $3,000,000, in consideration
for which Borrower has issued and delivered a promissory note to Secured Party
in an aggregate principal amount of $3,000,000 (the "Note").
B. The timely payment of all amounts due by Borrower under the
Note is secured by the terms of this Security Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth
herein, and in order to induce Secured Party to loan Borrower $3,000,000,
Borrower hereby agrees as follows:
1. Grant of Security Interest. Secured Party acknowledges that
the rights, remedies, representations and warranties contained herein are
subject to any prior secured interest in the Collateral (as defined below).
Borrower hereby grants to Secured Party a security interest in and on all of
Borrower's right, title and interest in and to all of the following, whether now
owned or hereafter acquired or existing (the "Collateral"):
a. All equipment in all of its forms, wherever located,
including, without limitation, all machinery and other goods, furniture,
furnishings, fixtures, office supplies and all other similar types of tangible
personal property and all parts thereof and all accessions thereto, together
with all parts, fittings, special tools, alterations, substitutions,
replacements and accessions thereto (any and all such equipment, parts and
accessions being the "Equipment");
b. All inventory in all of its forms, wherever located,
including, but not limited to, (i) all raw materials and work in progress,
finished goods, and materials used or consumed in manufacture or production,
(ii) goods in which Borrower has an interest in mass or a joint or other
interest or right of any kind (including, without limitation, goods in which
Borrower has an interest or right as consignee), and (iii) goods which are
returned to or repossessed by Borrower, and all accessions thereto and products
thereof and all documents and documents of title relating to or covering any of
the foregoing or any other assets ("Documents") (any and all such inventory,
accessions, products and Documents being the "Inventory");
c. All accounts, accounts receivable, cash or cash
equivalents, contract rights, chattel paper, instruments, acceptances, drafts,
general intangibles, payment intangibles, letter-of-credit rights, commercial
torts claims, deposit accounts, consignments, promissory notes and other
obligations of any kind, whether or not arising out of or in connection with the
sale or lease of goods or the rendering of services, together with all ledger
sheets, files, records and documents relating to any of the foregoing, including
all computer records, programs, storage media and computer software useful or
required in connection therewith (the "Receivables"), and all rights now or
hereafter existing in and to all security agreements, leases, and other
contracts securing or otherwise relating to any such Receivables, and any and
all such leases, security agreements and other contracts (the "Related
Contracts");
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d. All rights under all contracts or agreements to which
Borrower is a party (other than contracts or agreements entered into prior to
the date of this Agreement which by their terms expressly prohibit the granting
of any lien, charge, claim or encumbrance of any nature whatsoever ("Lien")
thereon; all contracts and agreements entered into by Borrower during the term
of this Agreement shall permit the attachment of the Lien provided for under
this Agreement);
e. All trademarks, trade names, trade styles, service
marks, prints and labels on which said trademarks, trade names, trade styles and
service marks have appeared or appear, designs and general intangibles of like
nature, now existing or hereafter adopted, all right, title and interest therein
and thereto, and all registrations and recordings thereof, including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof, or any other country or any political subdivision
thereof, together with the goodwill associated therewith, and all reissues,
amendments, extensions or renewals thereof and all licenses thereof (the
"Trademarks");
f. All copyrights, copyrighted works or any item which
embodies such copyrighted work of the United States or any other country, all
applications therefor, all right, title and interest therein and thereto, and
all registrations and recordings thereof, including, without limitation,
applications, registrations and recordings in the United States Copyright Office
or in any similar office or agency of the United States, any State thereof or
any other country or any political subdivision thereof, and all derivative
works, extensions or renewals thereof (the "Copyrights");
g. All letters patent of the United States or any other
country, and all applications therefor, all right, title and interest therein
and thereto, and all registrations and recordings thereof, including, without
limitation, applications, registrations and recordings in the United States
Patent and Trademark Office or in any similar office or agency of the United
States, any State thereof or any other country or any political subdivision
thereof, and all reissues, continuations, divisionals, continuations-in-part or
extensions thereof and all licenses thereof (the "Patents");
h. All other tangible and intangible personal property
and fixtures; and
i. All proceeds of any and all of the foregoing
Collateral (including, without limitation, proceeds which constitute property of
the types described in clauses (a) through (h) of this Section 1) and, to the
extent not otherwise included, all payments under insurance (whether or not
Secured Party is the loss payees thereof), or any indemnity, warranty or
guaranty, payable by reason of loss or damage to or otherwise with respect to
any of the foregoing items.
All of the terms used in the above definition of Collateral
shall have the meanings given to such terms under the Uniform Commercial Code of
the applicable jurisdiction as amended from time to time.
2. Security for Obligations. Subject to any prior secured
interest in the Collateral, the Collateral secures the prompt and complete
payment when due of the outstanding principal and interest under the Note.
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3. Borrower Remains Liable. Anything herein to the contrary
notwithstanding, (a) Borrower shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein to perform
all of its duties and obligations thereunder to the same extent as if this
Security Agreement had not been executed, (b) the exercise by Secured Party of
any of the rights hereunder shall not release Borrower from any of its duties or
obligations under the contracts and agreements included in the Collateral, and
(c) Secured Party shall not have any obligation or liability under the contracts
and agreements included in the Collateral by reason of this Security Agreement,
nor shall Secured Party be obligated to perform any of the obligations or duties
of Borrower thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.
4. Representations and Warranties. Borrower represents and
warrants to Secured Party as follows:
a. All of the Equipment and Inventory (i) were acquired
in the ordinary course of business and (ii) are located at the places specified
in Schedule 1 hereto. The chief place of business and chief executive office of
Borrower and the office where Borrower keeps its records concerning Receivables
are located at the address specified on Schedule 1 hereto. None of the
Receivables is evidenced by a promissory note or other instrument.
b. Borrower owns the Collateral free and clear of any
Lien, except for (i) the security interest created by this Security Agreement,
(ii) a mortgage with respect to the building housing Borrower's corporate
headquarters; and (iii) capital leases obligations of approximately $100.00.
c. Borrower conducts no business under any name or trade
name other than its proper corporate name except as set forth on Schedule 2.
d. Borrower has exclusive possession and control of the
Equipment and Inventory.
e. All of Borrower's material Related Contracts are in
full force and effect, and Borrower and, to Borrower's knowledge, the other
persons to each such Related Contract have performed in all material respects
their respective obligations under each such Related Contract.
f. Schedule 2 sets forth a complete and correct list of
all Patents, Trademarks and Copyrights owned by Borrower on the date hereof.
Borrower has the right to use all Patents, Trademarks, and Copyrights and all
computer programs and other rights, free from materially burdensome
restrictions, which are necessary for the operation of its business as presently
conducted. There is not pending or threatened any claim or litigation against or
affecting Borrower contesting the validity of any of the Patents, Trademarks or
Copyrights or computer program or other right.
g. This Security Agreement creates a valid Lien in the
Collateral, securing the payment of all amounts due under the Note, and all
other actions necessary or desirable to perfect and protect such security
interest have been duly taken.
h. No authorization, approval or other action by, and no
notice to or filing with, any governmental or regulatory agency or authority is
required (i) for the grant by Borrower of the security interest granted hereby
or (ii) for the execution, delivery or performance of this Security Agreement by
Borrower or (iii) for the perfection of or the exercise by Secured Party of its
rights and remedies hereunder.
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5. Further Assurances.
a. Borrower agrees that from time to time, at the
expense of Borrower, Borrower will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that Secured Party may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable Secured Party to exercise and enforce its rights and remedies hereunder
with respect to any Collateral. Without limiting the generality of the
foregoing, Borrower will: (i) xxxx conspicuously each document and agreement
included in the Collateral and, at the request of Secured Party, each of its
records pertaining to the Collateral with a legend, in form and substance
satisfactory to Secured Party indicating that such Collateral is subject to the
security interest granted hereby; (ii) if any Receivable shall be evidenced by a
promissory note or other instrument or chattel paper, deliver such promissory
note or other instrument or chattel paper to Secured Party duly endorsed and
accompanied by duly executed instruments of transfer or assignment, all in form
and substance satisfactory to Secured Party; and (iii) execute and file such
financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary or desirable, or as Secured Party
may request, in order to perfect and preserve the security interest granted or
purported to be granted hereby.
b. Borrower hereby authorizes Secured Party to file one
or more financing or continuation statements, and amendments thereto, relative
to all or any part of the Collateral without the signature of Borrower where
permitted by law. A carbon, photographic or other reproduction of this Security
Agreement or any financing statement covering the Collateral or any part thereof
shall be sufficient as a financing statement where permitted by law.
c. Borrower will furnish to Secured Party from time to
time statements and schedules further identifying and describing the Collateral
and such other reports in connection with the Collateral as Secured Party may
reasonably request, all in reasonable detail.
d. Borrower will defend the Collateral against all
claims and demands of all persons (other than Secured Party) claiming an
interest therein. Borrower will pay promptly when due all property and other
taxes, assessments and governmental charges or levies imposed upon, and all
claims (including claims for labor, materials and supplies) against, the
Collateral, except to the extent where there is a good faith contest to the
validity thereof. In connection with any such good faith contest Borrower will,
at the request of Secured Party, promptly provide a bond, cash deposit or other
security reasonably satisfactory to protect the security interest of Secured
Party should such good faith contest be unsuccessful.
e. Secured Party acknowledges that to the extent
required by any bank or lender providing purchase money financing to Borrower
(each a "Bank", and together the "Banks"), the Note will be junior in payment to
all amounts due pursuant to secured loans made by such Bank(s) to Borrower.
Secured Party shall enter into such subordination agreements as may be
reasonably requested by any such Bank or Banks.
6. As to Equipment, Inventory and Trademarks. Borrower shall:
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a. Keep the Equipment and Inventory (other than
Inventory sold in the ordinary course of business) at the places therefor
specified in Schedule 1 hereto or, upon 30 days' prior written notice to Secured
Party, at such other places in jurisdictions where all action required by
Section 5 shall have been taken with respect to the Equipment and Inventory;
b. Cause the Equipment necessary for the conduct of its
business to be maintained and preserved in the same condition, repair and
working order as when new, ordinary wear and tear excepted, and shall forthwith,
or in the case of any loss or damage to any of the Equipment as quickly as
practicable after the occurrence thereof, make or cause to be made all repairs,
replacements, and other improvements in connection therewith which are necessary
or desirable to such end;
c. Permit Secured Party or any agent thereof to have
access to the Inventory and Equipment for purposes of inspection during normal
business hours and upon reasonable notice to Borrower;
d. Promptly notify Secured Party in writing of any
material loss or damage to the Inventory or Equipment;
e. Not sell, assign, lease, mortgage, transfer or
otherwise dispose of any interest in the Inventory or Equipment, except in the
ordinary course of business;
f. Not use or permit the Inventory or Equipment to be
used for any unlawful purpose or in violation of any law or for hire;
g. Not permit the Equipment to become a part of or to be
affixed to any real property of any person;
h. Advise Secured Party of all Trademarks, Patents and
Copyrights or applications for or registration of the same, created or obtained
by Borrower on or after the date of this Security Agreement; and
i. Take all reasonable steps to maintain and enforce the
Trademarks, Patents and Copyrights material to the conduct of its business,
including but not limited to (1) payment of all fees, (2) prosecuting infringers
if failure to do so would materially and adversely affect the business of
Borrower and (3) diligently pursuing any application or registration material to
the business of Borrower.
7. Insurance.
a. Borrower shall, at its own expense, maintain
insurance with respect to the Equipment and Inventory in such amounts, against
such risks, in such form and with such insurers, as is reasonable for a company
of like size and like business.
b. Reimbursement under any liability insurance
maintained by Borrower pursuant to this Section 7 may be paid directly to the
person who shall have incurred liability covered by such insurance. In case of
any loss involving damage to Equipment or Inventory when subsection (c) of this
Section 7 is not applicable, Borrower shall make or cause to be made the
necessary repairs to or
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replacements of such Equipment or Inventory, and any proceeds of insurance
maintained by Borrower pursuant to this Section 7 shall be paid to Borrower as
reimbursement for the costs of such repairs or replacements.
c. Upon the occurrence of any event of default under the
terms of the Note ("Event of Default"), all insurance payments in respect of
such Equipment or Inventory shall be paid to Secured Party and applied to
amounts due under the Note.
8. As to Receivables.
a. Borrower shall keep the Receivables at its chief
place of business and chief executive office and the office where it keeps its
records concerning the Receivables, at the location therefor specified in
Schedule 1 hereto or, upon 30 days' prior written notice to Secured Party, at
such other locations in a jurisdiction where all action required by Section 5
shall have been taken with respect to Receivables. Borrower will hold and
preserve such records and will permit representatives of Secured Party to
inspect and make abstracts from such records.
b. Except as otherwise provided in this subsection (b),
Borrower shall continue to collect, at its own expense, all amounts due or to
become due to Borrower under the Receivables. In connection with such
collections, Borrower may take (and, at the discretion of Secured Party, shall
take) such action as Borrower or Secured Party may deem necessary or advisable
to enforce collection of the Receivables; provided, however, that Secured Party
shall have the right at any time, upon the occurrence and during the continuance
of an Event of Default, upon written notice to Borrower of its intention to do
so, to notify the account debtors or obligors under any Receivables of the
assignment of such Receivables to Secured Party and to direct such account
debtors or obligors to make payment of all amounts due or to become due to
Borrower thereunder directly to Secured Party and, upon such notification and at
the expense of Borrower, to enforce collection of any such Receivables, and to
adjust, settle or compromise the amount or payment thereof, in the same manner
and to the same extent as Borrower might have done. After receipt by Borrower of
the notice from Secured Party referred to in the proviso to the preceding
sentence and as long as there is an Event of Default, (i) all amounts and
proceeds (including instruments) received by Borrower in respect of the
Receivables shall be received in trust for the benefit of Secured Party
hereunder, shall be segregated from other funds of Borrower and shall be
forthwith paid over to Secured Party in the same form as so received (with any
necessary endorsement) to be held as cash collateral, or be applied as provided
by Section 13(b), as determined by Secured Party, and (ii) Borrower shall not
adjust, settle or compromise the amount or payment of any Receivable, or release
wholly or partly any account debtor or obligor thereof, or allow any credit or
discount thereon, other than any discount allowed for prompt payment.
9. Transfer and Other Liens. Borrower shall not:
a. Sell, assign (by operation of law or otherwise) or
otherwise dispose of any of the Collateral, except in the ordinary course of
business, provided, however, that Borrower shall be permitted to sell all assets
of its subsidiary, The Golf Society of the U.S., Inc.
b. Except for purchase money financing liens in the
ordinary course of business or statutory liens in the ordinary course of
business, create or suffer to exist any Lien upon or with respect to any of the
Collateral to secure debt of any person.
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10. Secured Party Appointed Attorney-in-Fact. Borrower hereby
irrevocably appoints Secured Party as Borrower's attorney-in-fact, with full
authority in the place and stead of Borrower and in the name of Borrower,
Secured Party or otherwise, to, after the occurrence and during the continuance
of an Event of Default, take any action and to execute any instrument which
Secured Party may deem necessary or advisable to accomplish the purposes of this
Security Agreement, including, without limitation:
a. to obtain and adjust insurance required to be paid to
Secured Party pursuant to Section 7;
b. to ask, demand, collect, xxx for, recover,
compromise, receive and give acquittance and receipts for moneys due and to
become due under or in respect of any of the Collateral;
c. to receive, endorse, assign, and collect any and all
checks, notes, drafts and other negotiable and non-negotiable instruments,
documents and chattel paper, in connection with clause (a) or (b) above, and
Borrower waives notice of presentment, protest and non-payment of any
instrument, document or chattel paper so endorsed or assigned;
d. to file any claims or take any action or institute
any proceedings which Secured Party may deem necessary or desirable for the
collection of any of the Collateral or otherwise to enforce the rights of
Secured Party with respect to any of the Collateral; and
e. to sell, transfer, assign or otherwise deal in or
with the Collateral or the proceeds or avails thereof, as fully and effectually
as if Secured Party were the absolute owner thereof.
Borrower hereby ratifies and approves all acts, other than
those which result from Secured Party's gross negligence or willful misconduct,
of Secured Party, as its attorney in-fact, pursuant to this Section 10; and
Secured Party, as its attorney in-fact, will not be liable for any acts of
commission or omission, nor for any error of judgment or mistake of fact or law
other than those which result from Secured Party's gross negligence or willful
misconduct. This power, being coupled with an interest, is irrevocable so long
as this Security Agreement remains in effect.
Borrower also authorizes Secured Party, at any time and from
time to time, after the occurrence and during the continuance of an Event of
Default, to communicate in its own name with any party to any contract,
agreement or instrument included in the Collateral with regard to the assignment
of such contract, agreement or instrument and other matters relating thereto.
11. Secured Party May Perform. If Borrower fails to perform any
agreement contained herein, Secured Party may itself perform, or cause
performance of, such agreement, and the expenses of Secured Party incurred in
connection therewith shall be payable by Borrower under Section 14(b).
12. Secured Party's Duties. The powers conferred on Secured Party
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, Secured Party shall not have any duty as to any
Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Collateral.
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13. Remedies. If any Event of Default shall have occurred, then
during the continuance of such Event of Default:
a. Secured Party may exercise in respect of the
Collateral, in addition to other rights and remedies provided for herein or
otherwise available to it, all the rights and remedies of a secured party on
default under the Uniform Commercial Code (the "Code") (whether or not the Code
applies to the affected Collateral) and also may (i) require Borrower to, and
Borrower hereby agrees that it will at its expense and upon the request of
Secured Party forthwith, assemble all or part of the Collateral as directed by
Secured Party and make it available to Secured Party at a place to be designated
by Secured Party which is reasonably convenient to both parties and (ii) to
enter the premises where any of the Collateral is located and take and carry
away the same, by any of its representatives, with or without legal process, to
Secured Party's place of storage, and (iii) without notice except as specified
below, sell the Collateral or any part thereof in one or more parcels at public
or private sale, at any of Secured Party's offices or elsewhere, for cash, on
credit or for future delivery and upon such other terms as Secured Party may
deem commercially reasonable. Borrower agrees that, to the extent notice of sale
shall be required by law, at least five (5) days' notice to Borrower of the time
and place of any public or private sale is to be made shall constitute
reasonable notification. Secured Party shall not be obligated to make any sale
of Collateral regardless of notice of sale having been given. Secured Party may
adjourn any public or private sale from time to time by announcement at the time
and place fixed therefor, and such sale may, without further notice, be made at
the time and place it was so adjourned.
b. All cash proceeds received by Secured Party in
respect of any sale of, collection from, or other realization upon all or any
part of the Collateral may, in the discretion of Secured Party, be held by
Secured Party as collateral for, and/or then or at any time thereafter applied
(after payment of any amounts payable to Secured Party pursuant to Section 14)
in whole or in part by Secured Party against, all or any part of the amounts due
under the Note in such order as Secured Party shall elect. Any surplus of such
cash or cash proceeds held by Secured Party and remaining after payment in full
of all the amounts due under the Note shall be paid over to Borrower. If the
proceeds of the sale of the Collateral are insufficient to pay all of the
amounts due under the Note Borrower agrees to pay upon demand any deficiency to
Secured Party.
14. Indemnity and Expenses.
a. Borrower agrees to indemnify Secured Party from and
against any and all claims, losses and liabilities arising out of or resulting
from this Security Agreement (including, without limitation, enforcement of this
Security Agreement), except claims, losses or liabilities resulting from Secured
Party's gross negligence or willful misconduct.
b. Borrower will upon demand pay to Secured Party the
amount of any and all expenses, including the reasonable fees and out of pocket
disbursements of its counsel and of any experts and agents, which Secured Party
may incur in connection with (i) filing or recording fees incurred in connection
with this Security Agreement, (ii) the custody, preservation, use or operation
of, or the sale of, collection from, or other realization upon, any of the
Collateral, (iii) the exercise or enforcement of any
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of the rights of Secured Party, or (iv) the failure by Borrower to perform or
observe any of the provisions hereof. Secured Party shall not be liable to
Borrower for damages as a result of delays, temporary withdrawals of the
Equipment from service or other causes other than those caused by Secured
Party's gross negligence or willful misconduct.
15. Continuing Security Interest; Transfer of the Note. This
Security Agreement shall create a continuing security interest in the Collateral
and shall (a) remain in full force and effect until payment in full of all
amounts due under the Note, (b) be binding upon Borrower, its successors and
assigns, and (c) inure to the benefit of Secured Party and its successors,
transferees and assigns. Upon the payment in full of all amounts due under the
Note, the security interest granted hereby shall terminate and all rights to the
Collateral shall revert to Borrower. Upon any such termination, Secured Party
will, at Borrower's expense, execute and deliver to Borrower such Uniform
Commercial Code termination statements and such other documentation as Borrower
shall reasonably request to effect the termination and release of the Liens on
the Collateral.
16. No Third-Party Beneficiaries. This Security Agreement shall
not confer any rights or remedies upon any person other than the parties and
their respective successors and permitted assigns.
17. Entire Agreement. This Security Agreement (including the
documents referred to herein) constitutes the entire agreement among the parties
and supersedes any prior understandings, agreements, or representations by or
among the parties, written or oral, to the extent they have related in any way
to the subject matter hereof.
18. Succession and Assignment. This Security Agreement shall be
binding upon and inure to the benefit of the parties named herein and their
respective successors and permitted assigns. No party may assign the Note, this
Security Agreement, or any of the rights, interests, or obligations thereunder
or hereunder without the prior written approval of the other party.
19. Counterparts. This Security Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.
20. Headings. The section headings contained in this Security
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Security Agreement.
21. Notices. All notices, requests, demands, claims, and other
communications hereunder will be in writing. Any notice, request, demand, claim,
or other communication hereunder shall be deemed duly given if (and then two
business days after) it is sent by registered or certified mail, return receipt
requested, postage prepaid, and addressed to the intended recipient as set forth
below:
If to Borrower: Copy to:
Visual Data Corporation Atlas Xxxxxxxx, P.A.
0000 XX 00xx Xxxxxx Xxxxx 0000
Xxxxxxx Xxxxx, Xxxxxxx 00000 000 Xxxx Xxx Xxxx Xxxxxxxxx
Facsimile: (000) 000-0000 Xxxx Xxxxxxxxxx, XX 00000
Attn: Xxxxx Xxxxxx Facsimile: (000) 000-0000
Attn: Xxxx X. Xxxxxxxxx, Esq.
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If to Secured Party: Copy to:
Xxxxxxxxx X. XxXxxx Legal Department
c/o Doctor's Associates, Inc. Doctor's Associates,Inc.
000 Xxx Xxxxx 000 Xxx Xxxxx
Xxxxxxx, Xxxxxxxxxxx 00000 Xxxxxxx, Xxxxxxxxxxx 00000
Attn: Xxxxx Xxxxxxx, Controller (000) 000-0000
Any party may send any notice, request, demand, claim, or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
telecopy, ordinary mail, or electronic mail), but no such notice, request,
demand, claim, or other communication shall be deemed to have been duly given
unless and until it actually is received by the intended recipient. Any party
may change the address to which notices, requests, demands, claims, and other
communications hereunder are to be delivered by giving the other parties notice
in the manner herein set forth.
22. Governing Law. This Security Agreement shall be governed by
and construed in accordance with the domestic laws of the State of Florida and
any action shall be brought in a federal or state court located in Broward
County, Florida.
23. Amendments and Waivers. No amendment of any provision of this
Security Agreement shall be valid unless the same shall be in writing and signed
by both Borrower and Secured Party. No waiver by any party of any default,
misrepresentation, or breach of warranty or covenant hereunder, whether
intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant hereunder or
affect in any way any rights arising by virtue of any prior or subsequent such
occurrence.
24. Severability. Any term or provision of this Security Agreement
that is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.
25. Construction. The parties have participated jointly in the
negotiation and drafting of this Security Agreement. In the event an ambiguity
or question of intent or interpretation arises, this Security Agreement shall be
construed as if drafted jointly by the parties and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Security Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Security
Agreement on the date first above written.
Visual Data Corporation
By:
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Name:
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Title:
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Name:
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Xxxxxxxxx X. XxXxxx
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