SECURITY AGREEMENT
This
Security Agreement (this
“Agreement”)
is
made and entered into as of September 30, 2006 by Call
Compliance, Inc. a
New
York corporation (the "Borrower”),
and
Nascap
Corp.,
a New
York corporation (the “Lender”).
All
capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Promissory Note, dated September 30, 2006, made
by
Borrower, as Maker, in favor of Lender, as Payee, as may be amended from time
to
time (the “Note”).
WITNESETH
:
WHEREAS,
the Borrower is simultaneously herewith delivering the Note and the Lender
is
lending to Borrower the initial principal sum of $150,000 (the “Loan”),
as
evidenced by the Note; and
WHEREAS,
as collateral security for payment and performance of its obligations under
the
Note, the Borrower is willing to grant to the Lender a security interest in
certain of its personal property and assets;
NOW,
THEREFORE, in order to induce the Lender to accept the Note and make the Loan,
and in consideration of the mutual covenants and agreements contained herein,
the parties hereby agree as follows:
1. GRANT
OF
SECURITY INTEREST. As collateral security for the timely payment and
satisfaction of all obligations and liabilities of the Borrower under the Note
and this Agreement (collectively, the “Secured
Obligations”),
the
Borrower hereby affirms, grants, pledges and assigns to the Lender a first
priority security interest in and to all of the following property of Borrower,
whether now owned or existing or hereafter acquired or arising and wheresoever
located:
(a) All
accounts receivable owing to the Borrower arising out of goods sold or leased
or
for services rendered by Borrower solely in connection with the VeriSign, Inc.
and Comtel Telcom Assets, LP (and each of their respective affiliates,
successors and/or assigns) accounts, with a value of up to One Hundred Fifty
Thousand Dollars ($150,000) plus all accrued interest under the Loan and Note,
(collectively referred to hereinafter as “Accounts”);
and
(b) All
books
and records relating to any of the Collateral (as hereinafter defined)
(including without limitation, customer data, credit files, computer programs,
printouts, and other computer materials and records of the Borrower pertaining
to any of the foregoing).
All
of
the property and interests in property described in subsections (a) and (b)
are
herein collectively referred to as the “Collateral”.
2. FINANCING
STATEMENTS. The Borrower authorizes the Lender to file financing statements
limited to the Collateral as prescribed by the Uniform Commercial Code as
presently in effect under the laws of the applicable jurisdictions, prepared
and
approved by the Lender
in
form and number sufficient for filing wherever required with respect to the
Collateral, in order that the Lender shall have a duly perfected security
interest of record in the Collateral following the filing of such financing
statements with the appropriate local and state governmental authorities.
Borrower authorizes Lender to prepare and file such financing statements without
Borrower’s signature where permitted under the laws of the applicable
jurisdictions.
3. MAINTENANCE
OF SECURITY INTEREST. The Borrower will, from time to time, upon the request
of
the Lender, deliver specific assignments of Collateral, together with such
other
instruments and documents, financing statements, amendments thereto, assignments
or other writings as the Lender may reasonably request to carry out the terms
of
this Agreement or to protect or enforce the Lender's security interest in the
Collateral.
With
respect to any and all Collateral to be secured and conveyed under this
Agreement, the Borrower agrees to do and cause to be done all things necessary
to perfect and keep in full force the security interest granted in favor of
the
Lender, including, but not limited to, the filing of any amendments to
previously filed financing statements and the prompt payment of all fees and
expenses incurred in connection with any filings made to perfect or continue
a
security interest in the Collateral in favor of the Lender.
The
Borrower agrees to make appropriate entries upon its financial statements and
books and records disclosing the Lender's security interest granted
hereunder.
4. RECEIPT
OF PAYMENT. In the event an Event of Default (as defined herein) shall occur
and
be continuing and the Borrower (or any of its affiliates, subsidiaries,
stockholders, directors, officers, employees or agents) shall receive any
proceeds of Collateral, including without limitation monies, checks, notes,
drafts or any other items of payment, the Borrower shall hold all such items
of
payment in trust for, and for the benefit and as the property of, the Lender,
and no later than the first Business Day following the receipt thereof, the
Borrower shall cause the same to be forwarded to the Lender for its custody
and
possession as additional Collateral.
5. COLLECTIONS;
LENDER'S RIGHT TO NOTIFY ACCOUNT DEBTORS AND TO ENDORSE BORROWER’S NAME. The
Borrower hereby authorizes the Lender, at all times after the occurrence and
during the continuation of an Event of Default (a) to open the Borrower's mail
and collect any and all amounts due to Borrower from parties obligated on any
Accounts ("Account
Debtors");
(b)
to take over the Borrower's post office boxes or make other arrangements as
the
Lender deems necessary to receive Borrower's mail, including notifying the
post
office authorities to change the address for delivery of Borrower's mail to
such
address as the Lender, may designate; and (c) to notify any or all Account
Debtors that the Accounts have been assigned to the Lender and that Lender
has a
security interest therein (provided that the Lender may at any time give such
notice to an Account Debtor that is a department, agency or authority of the
United States government). The Borrower at all times after the occurrence and
during the continuation of an Acceleration Event (as hereinafter defined)
irrevocably makes, constitutes and appoints the Lender (and all Persons
designated by the Lender for that purpose) as Borrower's true and lawful
attorney (and agent-in-fact) to endorse the Borrower's name on any checks,
notes, drafts or any other payment relating to or constituting proceeds of
the
Collateral which comes into the Lender's possession or Lender's control, and
deposit the same to the account of the Lender on account and for payment of
the
Secured Obligations. The Lender shall promptly furnish the Borrower with a
copy
of any such notice sent with respect to Accounts of the Borrower pursuant to
this Section 5 and the Borrower hereby agrees that any such notice, in the
Lender's sole discretion, may be sent on the Borrower's stationery, in which
event the Borrower shall co-sign such notice with the Lender. For purposes
of
this Agreement, “Acceleration
Event”
means
that (a) an Event of Default has occurred and is continuing and (b) the Secured
Obligations have become due and payable (whether by acceleration, at final
maturity or otherwise).
2
6. COVENANTS.
Borrower covenants with the Lender that from and after the date of this
Agreement until termination hereof in accordance with Section 22
hereof:
(a) INSPECTION.
The Lender (by any of its officers, employees and agents) shall have the right
upon its reasonable request and reasonable prior notice, and at any reasonable
times during Borrower's usual business hours, to inspect the Collateral, all
records related thereto (and to make extracts or copies from such records),
and
the premises upon which any of the Collateral is located, to discuss Borrower's
affairs and finances with any party (other than Account Debtors) and to verify
with any party other than Account Debtors the amount, quality, quantity, value
and condition of, or any other matter relating to, the Collateral and, if an
Event of Default has occurred and is continuing, to discuss Borrower's affairs
and finances with Borrower's Account Debtors and to verify the amount, quality,
value and condition of, or any other matter relating to, the Collateral and
such
Account Debtors. Upon or after the occurrence and during the continuation of
an
Acceleration Event, the Lender may at any time and from time to time employ
and
maintain on Borrower's premises a custodian selected by the Lender who shall
have full authority to do all acts necessary to protect the Lender’s interest.
All expenses incurred by the Lender, on behalf of the Lenders, by reason of
the
employment of such custodian shall be paid by Borrower, added to the Secured
Obligations and secured by the Collateral.
(b) ASSIGNMENTS,
RECORDS AND SCHEDULES OF ACCOUNTS. The Borrower shall keep accurate and complete
records of its Accounts (“Account
Records”)
and
from time to time at intervals designated by the Lender the Borrower shall
provide the Lender with a schedule of Accounts in form and substance acceptable
to the Lender describing all Accounts created or acquired by Borrower
(“Schedule
of Accounts”);
provided, however, that the Borrower's failure to execute and deliver any such
Schedule of Accounts shall not affect or limit the Lender's security interest
or
other rights in and to any Accounts for the benefit of the Lender. If requested
by the Lender, the Borrower shall furnish the Lender with copies of proof of
delivery and other documents relating to the Accounts so scheduled, including
without limitation repayment histories and present status reports (collectively,
“Account
Documents”)
and
such other matter and information relating to the status of then existing
Accounts as the Lender shall request. The Borrower shall not remove any Account
Records or Account Documents or change its chief executive offices from the
address set forth on Schedule
A
attached
hereto without 30 days prior written notice to the Lender as provided in Section
16 hereof and delivery to the Lender by the Borrower prior to such removal
of
executed financing statements, amendments and other documents necessary to
maintain the security interests granted hereunder.
(c) NOTICE
REGARDING DISPUTED ACCOUNTS. In the event any amounts due and owing in excess
of
$25,000 are in dispute between any Account Debtor and the Borrower (which shall
include without limitation any dispute in which an offset claim or counterclaim
may result), the Borrower shall provide the Lender with written notice thereof
as soon as practicable, explaining in detail the reason for the dispute, all
claims related thereto and the amount in controversy.
3
(d) VERIFICATION
OF ACCOUNTS. If an Event of Default has occurred and is continuing, any of
the
Lender's officers, employees or agents shall have the right, at any reasonable
time or times hereafter, to verify with Account Debtors the validity, amount
or
any other matter relating to any Accounts and, whether or not an Event of
Default has occurred, any of the Lender's officers, employees or agents shall
have the right to verify the same with the Borrower.
(e) CORPORATE
NAME; JURISDICTION OF INCORPORATION. Borrower
shall not (i) change or otherwise modify its corporate name in any respect,
(ii)
reincorporate in a jurisdiction other than New York, or (iii) merge, convert
or
otherwise change its form of organization from a New York corporation without
30
days prior written notice to the Lender in each instance. On the first day
of
January, April, July and October of each year, the chief executive officer
of
Borrower shall execute and deliver a certificate to Lender, in form satisfactory
to Lender, certifying that no change has been made to Borrower’s corporate name,
organization or jurisdiction of incorporation since the date of this Agreement
or the last notice of change provided pursuant to this Section 6(e), as the
case
may be.
7. WARRANTIES
AND REPRESENTATIONS REGARDING COLLATERAL GENERALLY. The Borrower warrants and
represents that it is and will continue to be the owner of the Collateral
hereunder, now owned and upon the acquisition of the same, free and clear of
all
liens, claims, charges, encumbrances and security interests (“Liens”)
other
than the security interest in favor of the Lender, and that it will defend
such
Collateral and any products and proceeds thereof against all claims and demands
of all parties at any time claiming the same or any interest therein adverse
to
the Lender.
8. ACCOUNT
WARRANTIES AND REPRESENTATIONS. With respect to its Accounts, Borrower warrants
and represents to the Lender that the Lender may rely on all statements or
representations made by Borrower on or with respect to any Schedule of Accounts
prepared and delivered by it and that:
(a) All
Account Records and Account Documents are located only at the Borrower's
location as set forth on Schedule
A
attached
hereto and incorporated herein by reference;
(b) The
Accounts are genuine, are in all respects what they purport to be, are not
evidenced by an instrument or document or, if evidenced by an instrument or
document, are only evidenced by one original instrument or
document;
(c) The
Accounts cover bona fide sales and deliveries of inventory usually dealt in
by
the Borrower, or the rendition by Borrower of services, to an Account Debtor
in
the ordinary course of business;
4
(d) The
amounts of the face value shown on any Schedule of Accounts or invoice statement
delivered to the Lender with respect to any Account, are actually owing to
the
Borrower and are not contingent for any reason; and there are no setoffs,
discounts, allowances, claims, counterclaims or disputes of any kind or
description in an amount greater than $25,000 in the aggregate, or greater
than
$5,000 individually, existing or asserted with respect thereto and the Borrower
has not made any agreement with any Account Debtor thereunder for any deduction
therefrom, except as may be stated in the Schedule of Accounts and reflected
in
the calculation of the face value of each respective invoice related
thereto;
(e) Except
for conditions generally applicable to Borrower's industry and markets, there
are no facts, events, or occurrences known to the Borrower pertaining
particularly to any Accounts which are reasonably expected to materially impair
in any way the validity, collectibility or enforcement of Accounts that would
reasonably be likely, in the aggregate, to be of material economic value, or
in
the aggregate materially reduce the amount payable thereunder from the amount
of
the invoice face value shown on any Schedule of Accounts, and on all contracts,
invoices and statements delivered to the Lender, with respect
thereto;
(f) The
goods
or services giving rise to the Collateral are not, and were not at the time
of
the sale or performance thereof, subject to any Liens, except those of the
Lender;
(g) The
Accounts have not been pledged to any Person other than to the Lender under
this
Agreement and will be owned by the Borrower free and clear of any Liens;
and
(h) The
Lender's security interest in the Collateral will not be subject to any offset,
deduction, counterclaim, Lien or other adverse condition.
9. EVENTS
OF
DEFAULT. It is understood and agreed that the occurrence of any one or more
of
the following shall constitute an “Event
of Default”
hereunder and shall entitle the Lender to take such actions as are elsewhere
provided in this Agreement in respect of Events of Default: (a) an "Event of
Default" as defined in the Note shall have occurred and be continuing; or (b)
Borrower shall have failed to pay the Lender all of the Secured Obligations
owed
to it in accordance with the Note on the Business Day on which the Lender has
demanded such payment; or (c) any representation or warranty made by the
Borrower in the Note, this Agreement or in any other existing or future
agreement with the Lender shall prove to have been false in any material respect
when made; or (d) any covenant made by Borrower herein (other than those
covenants contained in Sections 6(a) hereof) is breached, violated, or not
complied with and not cured within 10 days after notice thereof from the Lender;
provided, however, that any breach, violation or non-compliance with any
covenant contained in Section 6(a) hereof shall immediately result in an Event
of Default; or (e) any covenant made by the Borrower in the Note or any future
agreement with the Lender is breached, violated, or not complied with and not
cured within any grace period applicable thereto, or if no grace period is
applicable and default thereunder does not result immediately from such
noncompliance, then not cured within 10 days after notice thereof from the
Lender, and results in a material adverse change to the Collateral taken as
a
whole or its value taken as a whole.
5
10. RIGHTS
AND REMEDIES UPON ACCELERATION EVENT. Upon and after an Acceleration Event,
the
Lender shall have the following rights and remedies in addition to any rights
and remedies set forth elsewhere in this Agreement, all of which may be
exercised with or, if allowed by law, without notice to Borrower:
(a) All
of
the rights and remedies of a secured party under the Uniform Commercial Code
of
the state where such rights and remedies are asserted, or under other applicable
law, all of which rights and remedies shall be cumulative, and none of which
shall be exclusive, to the extent permitted by law, in addition to any other
rights and remedies contained in this Agreement, the Note, or the Guaranty
by
Compliance Systems Corporation in favor of Lender dated as of September ___,
2006 (the “Guaranty
Agreement”);
(b) The
right
to foreclose the Liens and security instruments created under this Agreement
by
any available judicial procedure or without judicial process;
(c) The
right
to (i) enter upon the premises of the Borrower through self-help and without
judicial process, without first obtaining a final judgment or giving Borrower
notice and opportunity for a hearing on the validity of the Lender's claim
and
without any obligation to pay rent to Borrower, or any other place or places
where any Collateral is located and kept, and remove the Collateral therefrom
to
the premises of the Lender or any agent of the Lender, for such time as the
Lender may desire, in order effectively to collect or liquidate the Collateral,
and/or (ii) require Borrower to assemble the Collateral and make it available
to
the Lender at a place to be designated by the Lender that is reasonably
convenient to both parties;
(d) The
right
to (i) demand payment of the Accounts; (ii) enforce payment of the Accounts,
by
legal proceedings or otherwise; (iii) exercise all of a Borrower's rights and
remedies with respect to the collection of the Accounts; (iv) settle, adjust,
compromise, extend or renew the Accounts; (v) settle, adjust or compromise
any
legal proceedings brought to collect the Accounts; (vi) if permitted by
applicable law, sell or assign the Accounts upon such terms, for such amounts
and at such time or times as the Lender deems advisable; (vii) discharge and
release the Accounts; (viii) take control, in any manner, of any item of payment
or proceeds referred to in Section 4 above; (ix) prepare, file and sign
Borrower's name on a Proof of Claim in bankruptcy or similar document against
any Account Debtor; (x) prepare, file and sign Borrower's name on any notice
of
Lien, assignment or satisfaction of Lien or similar document in connection
with
the Accounts; (xi) endorse the name of Borrower upon any chattel paper,
document, instrument, invoice, freight xxxx, xxxx of lading or similar document
or agreement relating to the Accounts or Inventory; (xii) use Borrower's
stationery for verifications of the Accounts and notices thereof to Account
Debtors; (xiii) use the information recorded on or contained in any data
processing equipment and computer hardware and software relating to any
Collateral to which Borrower has access; and (xiv) do all acts and things and
execute all documents necessary, in Lender's sole discretion, to collect the
Accounts; and
(e) Borrower
agrees that the Lender has no obligation to preserve rights to the Collateral
against prior parties or to xxxxxxxx any Collateral for the benefit of any
Person. The net cash proceeds resulting from the collection, liquidation, sale,
lease or other disposition of the Collateral shall be applied first to the
expenses (including all attorneys' fees) of retaking, holding, storing,
processing and preparing for sale, selling, collecting, liquidating and the
like, and then to the satisfaction of all Secured Obligations. Any sale or
other
disposition of the Collateral and the possession thereof by the Lender shall
be
in compliance with all provisions of applicable law (including applicable
provisions of the Uniform Commercial Code). Borrower shall be liable to the
Lender, and shall pay to the Lender on demand any deficiency which may remain
after such sale, disposition, collection or liquidation of the Collateral.
The
Lender shall remit to Borrower or other party entitled thereto any surplus
remaining after this Agreement has been terminated in accordance with Section
22
hereof.
6
11. ANTI-MARSHALLING
PROVISIONS. The right is hereby given by the Borrower to the Lender to make
releases (whether in whole or in part) of all or any part of the Collateral
agreeable to the Lender without notice to, or the consent, approval or agreement
of other parties and interests, including junior lienors, which releases shall
not impair in any manner the validity of or priority of the Liens and security
interests in the remaining Collateral conferred under such documents, nor
release Borrower from personal liability for the Secured Obligations hereby
secured. Notwithstanding the existence of any other security interest in the
Collateral held by the Lender, the Lender shall have the right to determine
the
order in which any or all of the Collateral shall be subjected to the remedies
provided in this Agreement. The proceeds realized upon the exercise of the
remedies provided herein shall be applied by the Lender in the manner herein
provided. The Borrower hereby waives any and all right to require the
marshalling of assets in connection with the exercise of any of the remedies
permitted by applicable law or provided herein.
12. APPOINTMENT
OF LENDER AS BORROWER'S LAWFUL ATTORNEY. Without limitation of any other
provision of this Agreement, upon and after an Acceleration Event, the Borrower
irrevocably designates, makes, constitutes and appoints the Lender (and all
parties designated by the Lender), as Borrower's true and lawful attorney (and
agent-in-fact) to take all actions and to do all things required to be taken
or
done by Borrower under this Agreement. All acts of the Lender or its designee
taken pursuant to this Section 12 are hereby ratified and confirmed and the
Lender or its designee shall not be liable for any acts of omission or
commission nor for any error of judgment or mistake of fact or law, other than
as a result of its gross negligence or willful misconduct. This power, being
coupled with an interest, is irrevocable by Borrower until this Agreement has
been terminated in accordance with Section 22 hereof.
13. RIGHTS
AND REMEDIES CUMULATIVE; NON-WAIVER; ETC. The enumeration of the rights and
remedies of Lender set forth in this Agreement is not intended to be exhaustive
and the exercise by Lender of any right or remedy shall not preclude the
exercise of any other rights or remedies, all of which shall be cumulative,
and
shall be in addition to any other right or remedy given hereunder, or under
any
other agreement between Borrower and Lender or which may now or hereafter exist
in law or in equity or by suit or otherwise. No delay or failure to take action
on the part of Lender in exercising any right, power or privilege shall operate
as a waiver thereof, nor shall any single or partial exercise of any such right,
power or privilege preclude other or further exercise thereof or the exercise
of
any other right, power or privilege or shall be construed to be a waiver of
any
Event of Default. No waiver by a party hereunder shall be effective unless
it is
in writing and signed by the party making such waiver, and then only to the
extent specifically stated in such writing. No course of dealing between
Borrower and Lender or the Lender's agents or employees shall be effective
to
change, modify or discharge any provision of this Agreement or to constitute
a
waiver of any Event of Default. Lender shall not have any liability for any
error, omission or delay of any kind occurring in the handling or liquidation
of
the Collateral or for any damages resulting therefrom, other than as a result
of
its gross negligence or willful misconduct.
7
14. SUPPLEMENTAL
DOCUMENTATION. At the Lender's request, the Borrower shall execute and deliver
to the Lender, at any time or times hereafter, all documents, instruments and
other written matter that the Lender may request to perfect and maintain
perfected the Lender's (for the benefit of the Lenders) security interest in
the
Collateral, in form and substance acceptable to the Lender, and pay all charges,
expenses and fees that the Lender may reasonably incur in filing any of such
documents, and all taxes relating thereto. The Borrower agrees that a carbon,
photographic, photostatic, or other reproduction of this Agreement or a
financing statement is sufficient as a financing statement and may be filed
by
the Lender in any filing office.
15. WAIVERS.
In addition to the other waivers contained herein, the Borrower hereby expressly
waives, to the extent permitted by law: presentment for payment, demand,
protest, notice of demand, notice of protest, notice of default or dishonor,
notice of payments and nonpayments and all other notices and consents to any
action taken by the Lender unless expressly required by this
Agreement.
16. NOTICE.
Any notice shall be delivered to such party at their respective addresses set
forth for notices in the Note or such other address as such party shall specify
to the other parties in writing pursuant to the Note and shall be conclusively
deemed to have been received at the times specified in the Note.
17. DEFINITIONS.
All terms used herein shall be defined in accordance with the appropriate
definitions appearing in the Uniform Commercial Code as in effect in New York,
and such definitions are hereby incorporated herein by reference and made a
part
hereof.
18. ENTIRE
AGREEMENT. This Agreement, together with the Note and the Guaranty Agreement,
constitutes and expresses the entire understanding between the parties hereto
with respect to the subject matter hereof, and supersedes all prior agreements
and understandings, inducements, commitments or conditions, express or implied,
oral or written, except as herein contained. The express terms hereof control
and supersede any course of performance or usage of the trade inconsistent
with
any of the terms hereof. Neither this Agreement nor any portion or provision
hereof may be changed, altered, modified, supplemented, discharged, canceled,
terminated, or amended orally or in any manner other than by an agreement,
in
writing signed by the parties hereto.
19. SEVERABILITY.
The provisions of this Agreement are independent of and separable from each
other. If any provision hereof shall for any reason be held invalid or
unenforceable, such invalidity or unenforceability shall not affect the validity
or enforceability of any other provision hereof, but this Agreement shall be
construed as if such invalid or unenforceable provision had never been contained
herein.
20. SUCCESSORS
AND ASSIGNS. This Agreement shall be binding upon the successors and assigns
of
the Borrower, and the rights, remedies, powers, and privileges of the Lender
hereunder shall inure to the benefit of the successors, assigns and heirs of
the
Lender; provided, however, that no Borrower shall make any assignment hereof
without the prior written consent of the Lender.
8
21. COUNTERPARTS.
This Agreement may be executed in any number of counterparts and all the
counterparts taken together shall be deemed to constitute one and the same
instrument.
22. TERMINATION;
RELEASE. This Agreement and all obligations of the Borrower hereunder shall
terminate without delivery of any instrument or performance of any act by any
party, and the Collateral shall automatically be released from the Liens created
by this Agreement and all rights to such Collateral shall automatically revert
to Borrower upon the full satisfaction and cancellation of the Note.
Notwithstanding the immediately preceding sentence, upon such termination of
this Agreement, the Lender shall reassign and redeliver such Collateral then
held by or for the Lender and execute and deliver to Borrower such documents
as
Borrower shall reasonably request to evidence such termination.
23. APPLICABLE
LAW; JURISDICTION; WAIVER OF JURY TRIAL
THIS
AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED UNDER THE LAWS OF THE STATE
OF
NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, WITHOUT
GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW. BORROWER HEREBY IRREVOCABLY
CONSENTS THAT ANY LEGAL ACTION OR PROCEEDING AGAINST BORROWER ARISING OUT OF
OR
IN ANY WAY CONNECTED WITH THIS AGREEMENT MAY BE INSTITUTED IN ANY STATE COURT
OF
GENERAL JURISDICTION LOCATED IN THE XXXXX XXX XXXXXX XX XXX XXXX XX XXX XXXXXX
XXXXXX FEDERAL COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND BORROWER HEREBY
SUBMITS TO THE JURISDICTION AND VENUE OF SUCH COURTS. BORROWER FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS ARISING OUT OF ANY OF THE
AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES
THEREOF BY POSTAGE PREPAID CERTIFIED OR REGISTERED FIRST-CLASS MAIL, RETURN
RECEIPT REQUESTED, TO BORROWER. THE FOREGOING, HOWEVER, SHALL NOT LIMIT THE
RIGHT OF LENDER TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO
COMMENCE ANY LEGAL ACTION OR PROCEEDING OR TO OBTAIN EXECUTION OF JUDGMENT
IN
ANY APPROPRIATE JURISDICTION. IN THE EVENT OF LITIGATION BETWEEN ANY PARTY
OVER
ANY MATTER CONNECTED WITH THIS AGREEMENT, THE RIGHT TO A TRIAL BY JURY IS HEREBY
WAIVED BY SUCH PARTIES.
[SIGNATURE
PAGE FOLLOWS]
9
IN
WITNESS WHEREOF, the parties have duly executed this Security Agreement on
the
day and year first written above.
|
BORROWER:
CALL
COMPLIANCE, INC.
|
||
| |
|
|
| By: | ||
|
Name: |
||
| Title: | ||
|
LENDER:
NASCAP
CORP.
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| |
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| By: | ||
|
Name: |
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| Title: | ||
10
Schedule
A
Borrower’s
Location
00
Xxxxx
Xxxx
Xxxx
Xxxx, Xxx Xxxx 00000
