Exhibit 10.1
DEPOSIT ACCOUNT CONTROL AGREEMENT
This DEPOSIT ACCOUNT CONTROL AGREEMENT ("Agreement") is made and entered into as
of this _____ day of October 2004, by and among SunTrust Bank, as depositary
bank (the "Depository Bank"), Visual Data Corporation, a Florida corporation
(the "Parent"), Media On Demand, Inc., a wholly owned subsdiary of the Parent
("MoD"), Entertainment Digital Network, Inc., a wholly owned subsdiary of the
Parent ("Ednet", and together with Parent and MoD, the "Company"), and Vertical
Ventures LLC for the benefit of the Purchasers (as such term is hereinafter
defined)(the "Agent").
Statement of Facts
Reference is made to that certain Securities Purchase Agreement (the "Purchase
Agreement") dated as of June 8, 2004 by and among undersigned and each of the
purchasers identified on the signature pages thereto (collectively the
"Purchasers"). Capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Purchase Agreement.
The Depository Bank acknowledges that, as of the date hereof, it maintains, in
the names of the Parent, MoD and Ednet, the deposit accounts identified on
Exhibit A attached hereto and made a part hereof (each an "Account" and,
collectively, the "Accounts"). One or more of the Accounts may be served by one
or more lockboxes operated by the Depository Bank, which lockboxes (if any) also
are listed on Exhibit A (each a "Lockbox" and, collectively, the "Lockboxes").
Both the Accounts and the Lockboxes are governed by the terms and conditions of
the Company's signature card and the commercial deposit account agreement
published by the Depository Bank from time to time, and may also be governed by
a wholesale lockbox service description between the Depository Bank and the
Company (collectively, the "Deposit Agreement").
The Company hereby informs the Depository Bank that, in connection with certain
financing provided to the Company by the Purchasers, the Company has granted to
the Agent a security interest in, among other things, the following
(collectively, the "Account Collateral"): (a) the Accounts, (b) the Lockboxes
and (c) the Items Collateral. The term "Items Collateral" as used herein shall
mean, collectively, all checks, drafts, instruments, cash and other items at any
time received in any Lockbox or for deposit in any Account (subject to specific
Lockbox instructions in effect for processing items received in the Lockboxes),
and all wire transfers of funds, automated clearing house ("ACH") entries,
credits from a merchant card transaction and other electronic funds transfers or
other funds deposited in, credited to, or held for deposit in or credit to, any
Account and all proceeds of any of the foregoing.
The Company and the Agent hereto desire to enter into this Agreement to perfect
the security interest of the Agent in the Account Collateral, to vest the Agent
with control of the Account Collateral and to set forth the parties' relative
rights and duties with respect to the Account Collateral. In consideration of
the mutual covenants herein as well as other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows:
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1. Control of the Accounts
(a) The Statement of Facts is true and correct and incorporated herein by
reference. Each party to this Agreement hereby confirms that (i) each Account is
a "deposit account", (ii) this Agreement shall constitute an "authenticated
record", and (iii) the arrangements established under this Agreement shall
constitute "control" of each Account, as each of those terms is defined in
Article 9 of the Uniform Commercial Code as adopted in the State in which the
respective Account identified on Exhibit A is located (hereinafter referred to
as the "Applicable UCC").
(b) As security for the prompt and complete payment and performance when
due of all of its indebtedness and obligations to the Purchasers, the Company
hereby grants to the Agent a continuing lien upon and security interest in, and
transfer to the Agent control of the Account Collateral. The Company represents
and warrants to the Agent that Exhibit A contains a complete and accurate list
of all Accounts and Lockboxes maintained by the Company with the Depository Bank
that are subject to this Agreement. The Company hereby agrees that without prior
written notice to the Agent, the Company shall not open or maintain any other
account with the Depository Bank. Nothing in this Agreement shall be deemed to
impose upon the Depository Bank any duty to monitor or otherwise assure the
Company's compliance with this Section 1(b).
(c) The Company authorizes and directs the Depository Bank to comply, and
the Depository Bank agrees to comply, with instructions given by the Agent in
accordance with this Agreement directing the disposition of funds from time to
time in any Account or as to any other matters relating to any Account or any of
the other Account Collateral without further consent by the Company. The
Depository Bank shall be entitled to rely and act upon any instructions received
by the Depository Bank from the Agent, even if such instructions shall be
contrary to any instructions received by the Depository Bank from the Company.
The Agent's right to give instructions to the Depository Bank regarding any
Account Collateral shall include the right to give "stop payment orders" to the
Depository Bank for any items that may be presented to the Depository Bank
against any Account, and the Company also authorizes the Depository Bank to
follow such instructions by the Agent even if it results in the dishonor of
items presented against any Account.
(d) The Agent authorizes and directs the Depository Bank to act upon the
instructions of the Company concerning the Lockbox and the Accounts including,
but not limited to, instructions to: (i) direct the disposition of funds in the
Accounts (including, but not limited to, dispositions to or for the benefit of
the Company and/or the Depository Bank), (ii) withdraw any amount(s) from any
Account(s), or (iii) draw upon or otherwise exercise any authority or powers
with respect to the Lockboxes, the Accounts and all other Account Collateral,
until the implementation by the Depository Bank of the unilateral written
instruction from the Agent to the Depository Bank substantially in the form of
Exhibit B attached hereto and made a part hereof (the "Notice") in accordance
with the provisions of Section 7 of this Agreement. The Agent authorizes and
instructs the Depository Bank that, upon the implementation of the Notice by the
Depository Bank and thereafter, the Depository Bank shall (subject to specific
Lockbox instructions for processing items received in the Lockboxes) deposit all
Items Collateral received in a Lockbox to the Account listed opposite such
Lockbox on Exhibit A, and credit to such Account with all other Items Collateral
received directly by the Depository Bank for credit to an Account. Furthermore,
upon the effectiveness of the Notice upon the Company and implementation of the
Notice by the Depository Bank as provided in Section 7, all collected and
available funds in an Account shall only be withdrawn or transferred based on
instructions originated by the Agent in accordance with this Agreement. Such
instructions shall be honored and followed by the Depository Bank without
further consent of or notice to the Company. The Agent hereby confirms to the
Company that Agent shall only issue the Notice in connection with the exercise
of Agent's rights arising under or in connection with an Event of Default set
forth in the Security Agreement and the Company confirms that notwithstanding
the foregoing, the Agent may issue the Notice without the consent of or notice
to the Company.
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(e) The Federal Reserve Regulations and Operating Circulars, clearing
house rules and applicable law (including, without limitation, the Applicable
UCC) govern the collection and payment of items with respect to the Accounts and
interests therein. The terms and conditions of the Deposit Agreement shall apply
to the Agent, solely with respect to the collection and payment of items in the
Accounts; provided all set-off rights of Depository Bank are set forth in
Section 3(b). Each of the Company and the Agent hereby authorizes and instructs
the Depository Bank to supply the Company's or the Agent's endorsement, as
appropriate, to any Items Collateral that the Depository Bank shall receive and
deposit for collection to any Account.
2. Statements and Other Information At the request of the Agent, the
Depository Bank will send to the Agent (in a manner consistent with the
Depository Bank's standard practices) at the Agent's address specified below,
copies of all correspondence, notices, account statements and other information
(but not canceled checks) which the Depository Bank shall be required to send to
the Company under the Deposit Agreement. The Depository Bank also agrees to
provide to each of the Company and the Agent (as a service under this Agreement
and/or the Deposit Agreement) copies of account statements and other deposit
account information, including account balances, by telephone and by computer
communication, to the extent practicable and as shall have been requested by the
Company or by the Agent. The Company shall be deemed at all times to have
consented to the Depository Bank's release of such deposit account information
to the Agent. The Depository Bank's liability for failure to comply with this
Section 2 shall not exceed the cost of providing such information.
3. Setoff; Returned Items and Charges
(a) The Company and the Depository Bank have not entered into, and will
not enter into during the term of this Agreement, any agreement with any person
other than the Agent by which the Depository Bank will be obligated to comply
with instructions from such other person (other than the Company) as to the
disposition of funds in an Account or of Items Collateral received in a Lockbox.
The Depository Bank will not agree that any person other than the Company or the
Agent will be the Depository Bank's customer with respect to any Account or
Lockbox.
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(b) The Depository Bank will not exercise any security interest (except
for the security interest provided in Section 4-210, "Security Interest of
Collecting Depository Bank in Items, Accompanying Documents and Proceeds", of
the Applicable UCC), lien, right of setoff, deduction, recoupment or banker's
lien or any other interest in or against any Account or any other Account
Collateral, and the Depository Bank hereby subordinates to the Agent any such
security interest (except for such security interest provided in Section 4-210,
"Security Interest of Collecting Depository Bank in Items, Accompanying
Documents and Proceeds", of such Applicable UCC), lien or right which it may
have against any Account or any of the other Account Collateral. Notwithstanding
the provisions of the preceding sentence, the Agent and the Company agree that
the Depository Bank at any time may, and is expressly permitted by this
Agreement to, set off and charge against any Account (regardless of any
agreement of the Company to compensate the Depository Bank by means of balances
in such Account) any or all of the following as permitted under the Deposit
Agreement (collectively, the "Permitted Debits"): (i) the face amount of each
Returned Item (hereinafter defined), (ii) all usual and customary service
charges, account maintenance fees, transfer fees, (iii) reasonable out-of-pocket
fees and expenses (including attorneys' reasonable fees) incurred by the
Depository Bank, in connection with the administration or enforcement of this
Agreement, and (iv) adjustments or corrections of posting or encoding errors,
whether any of the Permitted Debits shall have been incurred before or after the
date of this Agreement. As used in this Agreement, "Returned Item" shall mean
any (i) Items Collateral deposited into or credited to an Account either before
or after the date of this Agreement and returned unpaid or otherwise uncollected
or subject to an adjustment entry, whether for insufficient funds or for any
other reason, (ii) Items Collateral subject to a claim against the Depository
Bank for breach of transfer, presentment, encoding, retention or other warranty
under Federal Reserve Regulations or Operating Circulars, clearing house rules
or applicable law (including, without limitation, Articles 3, 4 and 4A of the
Applicable UCC); and (iii) credit to an Account from a merchant card transaction
against which a contractual demand for chargeback has been made.
(c) If (i) there were insufficient funds in any of the Account(s) such
that the Depository Bank shall be unable to set off and charge any Permitted
Debits against such Account(s), or (ii) the Depository Bank in good faith shall
believe that any legal process or applicable law prohibits such setoffs and
charges against any Account, or (iii) the Account(s) shall have been closed,
then (A) the Depository Bank may charge such Permitted Debits to and set off
against any other Account, and/or, at any time after Depository Bank shall have
made demand upon the Company and the Company shall have failed to remit such
amounts, (B) the Depository Bank may the demand that the Agent pay, and the
Agent shall pay, to the Depository Bank within five (5) business days of written
notice of demand by the Depository Bank the full amount of such Permitted
Debits; provided, however, that the Agent shall only be required to pay to the
Depository Bank those services charges, fees and expenses attributable to any
Account that shall have been incurred, or such adjustments or corrections of
posting or encoding errors which shall have occurred, in connection with any
Account on or after the date of this Agreement and on or before the date of
termination of this Agreement.
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(d) The Company agrees to reimburse the Agent for, and hold harmless the
Agent from, any Permitted Debits, all costs, expenses, claims and liabilities
hereunder including any moneys that the Agent shall have paid to the Depository
Bank in satisfaction of any charges and amounts described in and including this
Section 3 or for any costs, expenses and attorneys' reasonable fees incurred
under Section 6 below. Nothing in this paragraph shall limit any liabilities or
obligations of the Company and/or the Agent to the Depository Bank under this
Agreement.
4. Exculpation of Depository Bank
(a) At all times the Depository Bank shall be entitled to rely
conclusively upon any communication it receives from the Agent in connection
with this Agreement or which the Depository Bank believes in good faith to be a
communication received by it from the Agent in connection with this Agreement,
and the Depository Bank shall have no obligation to investigate or verify the
authenticity or correctness of any such communication. The Depository Bank shall
have no liability to the Company or the Agent for honoring or following any
instruction the Depository Bank shall receive from (or in good faith shall
believe to be from) the Company or the Agent (after implementation of the
Notice) in accordance with this Agreement. The Depository Bank shall be fully
discharged from liability with respect to any funds on deposit in any Account or
other Account Collateral to the extent that the Depository Bank shall honor and
follow instructions it shall receive from (or in good faith shall believe to be
from) the Company in accordance with this Agreement (including with regard to
any Lockbox, Account or other Account Collateral and the transfer of any funds
to or on the instruction of the Company) prior to the implementation of the
Notice by the Depository Bank.
(b) The Depository Bank shall only be responsible for the loss that a
court having jurisdiction over the Accounts shall have determined had been
incurred by the Company or the Agent and had been caused by the Depository
Bank's breach of this Agreement or gross negligence or willful misconduct. The
Depository Bank shall have no liability to any party for failure of, or delay
in, its performance under this Agreement as a result of any act of God, war or
terrorism, fire, other catastrophe or force majeure, electrical or computer or
telecommunications failure, any event beyond the control of the Depository Bank,
or fraud committed by any third party (unless under normal commercial banking
standards, the Depository Account had or should have had knowledge of such
fraud). Nothing in this Agreement shall create any agency, fiduciary, joint
venture or partnership relationship between the Depository Bank and the Company
or the Agent. Except as shall be specifically required under this Agreement or
the Deposit Agreement or applicable law, the Depository Bank shall have no duty
whatsoever to the Agent or the Company in connection with the subject matter of
this Agreement.
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5. Indemnification
(a) The Company hereby indemnifies the Depository Bank and holds it
harmless against, and shall reimburse the Depository Bank for, any loss, damage
or expense (including attorneys' reasonable fees and expenses, court costs and
other expenses) including, but not limited to, (i) unpaid charges, fees, and
Returned Items for which the Company and/or the Agent originally received credit
or remittance by the Depository Bank, and (ii) any loss, damage or expense the
Depository Bank shall incur as a result of (A) entering into or acting pursuant
to this Agreement, (B) honoring and following any instruction the Depository
Bank may receive from (or in good faith shall believe to be from) the Agent or
the Company under this Agreement, or (C) to the extent required by this
Agreement, not honoring or following any instructions it shall receive from (or
in good faith shall believe to be from) the Company in accordance with this
Agreement. The Company shall not be responsible for any loss, damage, or expense
that a court having jurisdiction shall have determined had been caused by the
Depository Bank's breach of this Agreement or gross negligence or willful
misconduct.
(b) Without limiting in any way the Agent's obligation to pay or reimburse
the Depository Bank as otherwise specified in this Agreement, the Agent hereby
indemnifies the Depository Bank and holds it harmless against any loss, damage
or expense (including attorneys' reasonable fees and expenses, court costs and
other expenses) which loss, damage or expense the Depository Bank shall incur as
a result of honoring or following any instruction it shall receive from (or in
good faith shall believe to be from) the Agent under this Agreement or, to the
extent required by this Agreement, not honoring or following any instruction the
Depository Bank shall receive from (or in good faith shall believe to be from)
the Company on accordance with this Agreement, except for any loss, damage, or
expense that a court having jurisdiction shall have determined had been caused
by the Depository Bank's breach of this Agreement or gross negligence or willful
misconduct.
(c) In no event shall any party hereto be liable to any other party under
this Agreement for lost profits or special, indirect, exemplary, consequential
or punitive damages, even if such party shall have been advised of the
possibility of such damages.
6. Third Party Claims; Insolvency of Company
(a) In the event any third party shall assert an adverse claim by legal
process against any Account or any sums on deposit therein, any Lockbox or other
Account Collateral, whether such claim shall arise by tax lien, execution of
judgment, statutory attachment, garnishment, levy, the claim of a trustee in
bankruptcy or debtor-in-possession, or other judicial or regulatory order or
process (each, a "Claim"), the Depository Bank may, in addition to other
remedies it may possess under the Deposit Agreement, this Agreement or at law or
in equity: (i) suspend disbursements from such Account without any liability
until the Depository Bank shall have received an appropriate court order or
other assurances acceptable to the Depository Bank in its sole discretion
establishing that funds may continue to be disbursed according to instructions
then applicable to such Account, and/or (ii) interplead all such funds in such
Account into the registry of the appropriate court located in the State in which
such Account is located as identified in Exhibit A. The Company shall pay
promptly all of the Depository Bank's costs, expenses and attorneys' reasonable
fees incurred in connection with such Claim. If the Company shall fail to
promptly remit such amounts to the Depository Bank, the Depository Bank may
demand that the Agent pay, and the Agent shall pay, such amounts to the
Depository Bank within five (5) business days of Agent's receipt of the
Depository Bank's written notice of demand therefor.
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(b) If a bankruptcy or insolvency proceeding shall have been commenced by
or against the Company, the Depository Bank shall be entitled, without any
liability, to refuse to permit deposits to, or withdrawals and/or transfers
from, the Accounts until the Depository Bank shall have received an appropriate
court order or other assurances acceptable to the Depository Bank in its sole
discretion establishing that continued deposits to, or withdrawals and/or
transfers from, the Accounts are authorized and shall not violate any law,
regulation, or order of any court.
7. Notice and Communications All communications given by any party to another
as required or provided under this Agreement shall be in writing, issued by or
directed to the respective designated officer (the "Designated Officer") set
forth below, and delivered to each recipient party at its respective address (or
at such other address and to or by such other Designated Officer as such party
may designate in writing to the other parties in accordance with this Section 7)
either by U.S. Mail (return receipt requested), certified mail, receipted
delivery service or via telecopier facsimile transmission. Any communication
hereunder to the Depository Bank which is an instruction (including the Notice)
made by (or in good faith believed by the Depository Bank to be by) the Company
or the Agent, as the case may be, shall be deemed to have been received by the
Depository Bank when actually received by the Depository Bank's Designated
Officer, and shall be deemed to have been implemented by the Depository Bank by
the close of the Depository Bank's business on the banking day that shall be two
(2) banking days (exclusive of the date on which such instruction was actually
received) after receipt by the Depository Bank's Designated Officer. The Company
and the Agent agree that: (a) in the event that the Agent shall deliver the
Notice to the Depository Bank, the Agent also shall deliver contemporaneously a
copy of the Notice to the Company, (b) the Notice shall be deemed effective as
to the Company upon receipt of same by the Company's Designated Officer, and (c)
after the Company's receipt of copy of the Notice, none of the officers, agents
or other representatives of the Company or its affiliates shall have any
authority to, and shall not attempt to, direct the disposition of funds in any
Account, withdraw any amount from any Account, or draw upon or otherwise
exercise any authority or power with respect to any Lockbox, any Account or any
Account Collateral.
Address for Agent: Vertical Ventures LLC
000 Xxxxxxxxx Xxx.
00xx Xxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxxxx
Facsimile: 212.207.3452
with copy to:
Proskauer Rose LLP
0000 Xxxxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxx Xxxxxxx
Facsimile: 212.969.2900
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Address for Depository Bank:
with copy to:
Address for Company:
Visual Data Corporation
0000 XX 00 Xxxxxx
Xxxxxxx Xxxxx, Xxxxxxx 00000
Attn: Xxxxx Xxxxxx
Fax No.: (000) 000-0000
with copy to:
Xxxxxx & Xxxx, P.A.
000 Xxxx Xxx Xxxx Xxxx., Xxxxx 0000
Xxxx Xxxxxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxxx
Fax No.: (000) 000-0000
8. Termination
(a) This Agreement may be terminated by the Agent at any time upon receipt
by the Depository Bank of the Agent's written notice of termination. This
Agreement may be terminated by the Company only with the express prior written
consent of the Agent and, in that case, the Agent and the Company shall jointly
notify the Depository Bank of such termination. This Agreement may be terminated
by the Company at any time after the Agent ceases to have a security interest in
all of the Account Collateral, provided no such termination by the Company shall
be effective unless the Depository Bank shall have received written notice from
the Agent confirming that such security interest no longer exists.
(b) This Agreement may be terminated by the Depository Bank at any time on
not less than thirty (30) days' prior written notice to each of the Company and
the Agent. The Agent acknowledges that the Depository Bank shall not be liable
for the closure of any Lockbox or any Account by the Company or the remittance
of any funds therein directly to, or on the instructions of, the Company prior
to the implementation of the Notice by the Depository Bank. The Company shall
notify the Agent promptly of the Company's closure of any Lockbox or any
Account.
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(c) The Depository Bank's rights to demand and receive reimbursement from
the Company under Sections 3 and 6 of this Agreement and the Company's
indemnification of the Depository Bank under Section 5 of this Agreement shall
survive termination of this Agreement. In addition, the Depository Bank's rights
to demand reimbursement from the Agent under Section 3 of this Agreement shall
survive termination of this Agreement for a period of sixty (60) days after the
date of termination of this Agreement. The Depository Bank's right to demand
reimbursement from the Agent under Section 6 of this Agreement shall survive
termination of this Agreement for a period of ninety (90) days after the date of
termination of this Agreement. The Depository Bank's right to demand the Agent's
indemnification of the Depository Bank under Section 5 of this Agreement shall
survive termination of this Agreement for a period of one hundred eighty (180)
days after the date of termination of this Agreement.
(d) Upon termination of this Agreement, all funds remaining in the
Account(s) and all other Account Collateral received by the Depository Bank
shall be forwarded by the Depository Bank directly to the Company, unless the
Depository Bank shall have received written instruction from the Agent prior to
termination of this Agreement directing the Depository Bank to send such funds
and other Account Collateral to the Agent or another depository institution
approved in writing by the Agent and the Company.
9. Miscellaneous
(a) The Company shall not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of the
Depository Bank and the Agent. The Agent shall not assign or transfer any of its
rights or obligations under this Agreement (i) other than in accordance with the
Purchase Agreement and the Notes and (ii) without twenty (20) days prior written
notice to the Depository Bank of such intent to assign or transfer. The
Depository Bank shall not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent of the Agent and the
Company, except that the Depository Bank may transfer its rights and obligations
under this Agreement to any direct or indirect depositary subsidiary of
Depository Bank or, in the event of a merger or acquisition of the Depository
Bank, to the Depository Bank's successor depositary institution.
(b) This Agreement shall be governed by the laws of the State in which the
Account(s) is/are located as identified in Exhibit A (without giving effect to
its conflicts of law rules), which State shall also be the jurisdiction of the
Depository Bank within the meaning of Section 9-304 of the Applicable UCC. The
Depository Bank will not amend the Deposit Agreement to the effect that secured
transactions in connection with any Account(s) shall be governed by the law of a
jurisdiction other than the State in which such Account is located as identified
on Exhibit A.
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(c) This Agreement may be executed in any number of counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same Agreement. Delivery of an executed signature page counterpart to
this Agreement via telecopier facsimile transmission shall be effective as if it
were delivery of a manually delivered, original, executed counterpart thereof.
This Agreement shall only be modified or amended by written agreement of all of
the parties hereto evidencing such modification or amendment.
(d) To the extent that any conflict may exist between the provisions of
any other agreement between the Company and the Depository Bank, or as between
the Company and the Agent with regard to the subject matter contained herein,
and this Agreement then this Agreement shall control. It is understood and
agreed that nothing in this Agreement shall give the Agent any benefit of legal
or equitable right, remedy or claim under the Deposit Agreement.
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10. Waiver of Jury Trial EXCEPT AS MAY BE PROHIBITED BY APPLICABLE LAW,
EACH OF THE AGENT, THE BANK AND THE COMPANY IRREVOCABLY WAIVES THE RIGHT TO
TRIAL BY JURY IN ANY ACTION OR PROCEEDING (INCLUDING ANY COUNTERCLAIM) OF ANY
TYPE IN WHICH THE AGENT, THE BANK OR THE COMPANY SHALL BE A PARTY AS TO ALL
MATTERS ARISING DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT.
IN WITNESS WHEREOF, each of the parties by its respective duly authorized
officer has executed and delivered this Agreement as of the day and year written
above.
BANK: SUNTRUST BANK
By:
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Name:
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Title:
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COMPANY: VISUAL DATA CORPORATION
By:
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Name:
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Title:
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ENTERTAINMENT DIGITAL NETWORK, INC.
By:
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Name:
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Title:
---------------------------------
MEDIA ON DEMAND, INC.
By:
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Name:
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Title:
---------------------------------
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AGENT: VERTICAL VENTURES LLC
By:
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Name:
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Title:
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