EXECUTION COPY
SECURITY AGREEMENT
SECURITY AGREEMENT dated as of August 13, 2003 (as amended,
supplemented or otherwise modified, renewed or replaced from time to time, the
"Security Agreement") between TALKPOINT COMMUNICATIONS INC. (formerly Video
Network Communications, Inc.), a Delaware corporation (the "Grantor") and
MONEYLINE TELERATE HOLDINGS, a Delaware corporation (the "Secured Party").
Introductory Statement
Reference is hereby made to the Secured Credit Agreement, dated as of
August 13, 2003, between TalkPoint Communications Inc., as borrower, and
Moneyline Telerate Holdings, as lender (as the same may be amended, supplemented
or otherwise modified, renewed or replaced from time to time, the "Credit
Agreement").
To provide security to the Secured Party for the obligations of the
Grantor under the Credit Agreement, the Grantor desires to grant to the Secured
Party a security interest in the Collateral pursuant to the terms hereof.
Accordingly, the parties hereto agree as follows:
1. Definitions. When used in this Security Agreement:
"Account Debtor" means any Person who is obligated or indebted to a
Grantor with respect to any Account.
"Accounts" means all accounts, as defined in the UCC, now owned or
hereafter acquired by the Grantor, including, without limitation, all of the
Grantor's rights to payment for goods sold or leased or services performed by
the Grantor, whether now in existence or arising from time to time hereafter,
including without limitation, rights evidenced by an account, note, contract,
security agreement, chattel paper, or other evidence of indebtedness or
security, together with (i) all security pledged, assigned, hypothecated or
granted to or held by the Grantor to secure the forgoing, (ii) all guarantees,
endorsements, and indemnifications on, or of, any of the foregoing, (iii) all
powers of attorney for the execution of any indebtedness or security or other
writing in connection therewith, (iv) all books, records, ledger cards and
invoices relating thereto, (v) all evidences of filing of financing statements
and other statements and the registration of other instruments in connection
therewith and amendments thereto, notices to other creditors or secured parties,
and certificates from filing or other registration officers, (vi) all credit
information, reports and memoranda relating thereto and (vii) all other writings
in any way related to the foregoing.
"Applicable Law" shall mean all provisions of statutes, rules,
regulations and orders of the United States, any state thereof or municipality
therein or of any foreign governmental body or of any regulatory agency
applicable to the Person in question, and all orders and decrees of all courts
and arbitrators in proceedings or actions in which the Person in question is a
party.
"Collateral" means each of the following types or items of personal
property of the Grantor, whether now owned or hereafter acquired, wherever
located: (i) all Accounts, (ii) all Intellectual Property, (iii) all Deposit
Accounts, (iv) all monies now or at any time or times hereafter in the
possession
or under the control of the Grantor or the Secured Party, and (v) all products
and Proceeds of the property described in clauses (i) through (iv) above.
"Copyrights" means any United States or foreign copyrights now or
hereafter owned by the Grantor, including any registrations of any Copyrights in
the United States Copyright Office or the equivalent thereof in any foreign
country and any application for a United States or foreign copyright
registration now or hereafter made by the Grantor with the United States
Copyright Office or the equivalent thereof in any foreign country and any
licenses with respect to any of the foregoing.
"Deposit Account" has the meaning given to such term under Article 9
of the UCC.
"Event of Default" means the occurrence of an Event of Default (as
defined in the Credit Agreement).
"Governmental Authority" means any court, tribunal, arbitrator,
authority, agency, commission, official or other instrumentality of the United
States, any foreign country or any domestic or foreign state, county, city or
other political subdivision.
"Intellectual Property" means all Copyrights, Marks and Patents now
owned or hereafter acquired by the Grantor, and all corporate or other business
records, inventions, designs, blueprints, plans, trade names, trade secrets,
goodwill, registrations, service marks, logos, licenses, franchises and customer
lists.
"Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind whatsoever (including, without limitation, any
conditional sale or other title retention agreement, any lease in the nature of
security, and the filing of, or agreement to give, any financing statement under
the UCC or the Uniform Commercial Code or other Applicable Law of any
jurisdiction).
"Marks" means all right, title and interest of the Grantor now owned
or hereafter acquired in and to any United States or foreign trademarks, service
marks, and trade names, including any registration of any trademarks and service
marks in the United States Patent and Trademark Office or the equivalent thereof
in any foreign country, any application for a United States or foreign trademark
now or hereafter made by the Grantor with the United States Patent and Trademark
Office or the equivalent thereof in any foreign country and any trade dress
including logos and/or designs used by the Grantor in the United States or any
foreign country and any licenses with respect to any of the foregoing.
"Obligations" means all indebtedness, liabilities and other
obligations of the Grantor under the Credit Agreement and this Agreement, each
whether now existing or hereafter arising, direct or indirect, secured or
unsecured, joint or several, absolute or contingent, due or to become due,
acquired outright, conditionally or as collateral security from another,
contractual or tortious, liquidated or unliquidated, arising by operation of law
or otherwise, and of all agreements, documents and instruments evidencing any of
the foregoing or under which any of the foregoing may have been issued, created,
assumed or guaranteed. The term "Obligations" includes, without limitation, the
obligations to pay principal, breakage costs, interest (including, without
limitation, interest accruing after the commencement of any bankruptcy,
insolvency, reorganization, or similar proceedings with regard to the Grantor,
whether or not determined to be an allowed claim in any such proceeding),
charges, costs, expenses and fees including, without limitation, the
disbursements and reasonable fees of counsel to the Secured Party and all
renewals extensions, restructurings, refinancings or refundings thereof in a
nature of a "workout" or otherwise.
"Patents" means any United States or foreign patent to which the
Grantor now or hereafter have title and any divisions or continuations thereof,
as well as any application for a United
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States or foreign patent now or hereafter made by the Grantor and any licenses
with respect to any of the foregoing.
"Person" means any natural person, corporation, division of a
corporation, limited liability company, partnership, trust, joint venture,
association, company, estate, unincorporated organization or government or any
agency or political subdivision thereof.
"Proceeds" has the meaning given to such term under Article 9 of the
UCC and shall include, but not be limited to, (i) any and all proceeds of any
insurance, indemnity, warranty or guaranty with respect to the Collateral, (ii)
any or all payments made or due and payable to the Grantor from time to time in
connection with any requisition, confiscation, condemnation, seizure or
forfeiture of all or any part of the Collateral and (iii) any and all other
amounts paid or payable from time to time under or in connection with the
Collateral.
"UCC" means the Uniform Commercial Code as in effect from time to time
in the State of New York.
Terms not otherwise defined herein or in the Loan Agreement shall
have, where appropriate, their respective definitions as set forth in the UCC.
2. Grant of Security Interest. As security for the payment and
performance when due of the Obligations, the Grantor hereby grants to the
Secured Party a security interest in, and Lien on, all of its right, title and
interest in and to all of the Collateral.
3. Covenants of the Grantor. The Grantor hereby covenants and agrees
with the Secured Party that:
(a) The Grantor shall not change its legal name or assume or operate
in any jurisdiction under any trade, fictitious or other name (other than the
name "Video Network Communications Inc.") unless (i) it shall have given the
Secured Party thirty (30) days' prior written notice of its intention to do so
which clearly describes such new name and the jurisdictions in which such new
name will be used and provides the Secured Party with any other information in
connection therewith as the Secured Party may request and (ii) it shall have
taken all actions requested by the Secured Party to maintain the security
interest granted to the Secured Party under this Security Agreement fully
perfected;
(b) The Grantor shall not change its corporate structure or its
domicile of incorporation by redomiciliation, redomestication or otherwise
unless (i) it shall have given the Secured Party thirty (30) days' prior written
notice of its intention to do so which clearly describes such change and
identifies the new jurisdiction and provides the Secured Party with any other
information in connection therewith as the Secured Party may request and (ii) it
shall have taken all actions requested by the Secured Party to maintain the
security interest granted to the Secured Party under this Security Agreement
fully perfected; and
(c) The Grantor shall not establish any new location for its chief
executive office or the location of its books, records and other documents
relating to or evidencing Accounts or Intellectual Property unless (i) the
Grantor provides the Secured Party thirty (30) days prior written prior written
notice of its intention to move to such new location, clearly describing such
new location, and provides the Secured Party with any other information in
connection therewith as the Secured Party may request and (ii) it shall have
taken all actions requested by the Secured Party to maintain the security
interest granted to the Secured Party under this Security Agreement fully
perfected.
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4. The Secured Party's Rights Exclusive of an Event of Default. The
Grantor hereby agrees to permit representatives of the Secured Party, upon
reasonable notice to the Grantor and during normal business hours, to access its
records in connection with the Collateral at such reasonable times and as often
as may be reasonably requested by the Secured Party. The Secured Party, from
time to time and at its option, may take any other action which the Secured
Party reasonably deems necessary for the maintenance or preservation of any of
the Collateral or its interests therein. The Secured Party shall have the right
to designate any officer, employee or attorney to execute, sign, endorse,
assign, transfer or deliver in the name of the Grantor, or in its name, any
documents or certificates necessary to evidence, perfect and realize upon the
security interest granted herein.
5. The Secured Party's Rights and Remedies Upon an Event of Default.
(a) Collections, etc. Upon the occurrence and during the continuance
of an Event of Default, the Secured Party may, in its sole discretion, in its
name, in the name of the Grantor or otherwise, demand, ▇▇▇ for, collect or
receive any money or property at any time payable or receivable on account of or
in exchange for, or make any compromise or settlement deemed desirable with
respect to the Collateral, but shall be under no obligation so to do, or the
Secured Party may extend the time of payment, arrange for payment in
installments, or otherwise modify the terms of, or release any of the
Collateral, without thereby incurring responsibility to, or discharging or
otherwise affecting any liability of the Grantor. The Secured Party will not be
required to take any steps to preserve any rights against prior parties with
rights in or to the Collateral. If the Grantor fails to make any payment or to
take any action required hereunder with respect to the Collateral, the Secured
Party may make such payments and take all such actions as the Secured Party
reasonably deems necessary to protect the security interests of the Secured
Party in the Collateral and/or the value thereof, and the Secured Party is
hereby authorized (without limiting the general nature of the authority
hereinabove conferred) to pay, purchase, contest or compromise any Liens which
in the judgment of the Secured Party appears to be equal to, prior to or
superior to the security interests of the Secured Party in the Collateral.
(b) Possession, Sale of Collateral, etc. Upon the occurrence and
during the continuance of an Event of Default, in addition to any rights and
remedies the Secured Party may have under Applicable Law, the Secured Party
shall have all the rights and remedies available to it under the UCC, whether or
not the UCC applies to the Collateral. The Secured Party may take such measures
as it may deem necessary or proper for the care or protection of the Secured
Party's rights and remedies hereunder, including the right to sell or cause to
be sold, whenever the Secured Party shall decide, in one or more sales or
parcels, at such prices as the Secured Party may deem best, and for cash or on
credit or for future delivery, without assumption of any credit risk, all or any
portion of the Collateral, at any broker's board or at a public or private sale,
without any demand of performance or notice of intention to sell or of the time
or place of sale (except 10 days' written notice to the Grantor of the time and
place of any such sale or sales and such other notices as may be required by
Applicable Law and cannot be waived), and any Person may be the purchaser of all
or any portion of the Collateral so sold and thereafter hold the same
absolutely, free (to the fullest extent permitted by Applicable Law) from any
claim or right of whatever kind, including any equity of redemption, of the
Grantor, any such demand, notice, claim, right or equity being hereby expressly
waived and released to the fullest extent permitted by Applicable Law. At any
sale or sales made pursuant to this Section 5(b), the Secured Party may bid for
or purchase, free (to the fullest extent permitted by Applicable Law) from any
claim or right of whatever kind, including any equity of redemption, of the
Grantor any such demand, notice, claim, right or equity being hereby expressly
waived and released, any part of or all of the Collateral offered for sale, and
may make any payment on account thereof by using any claim for moneys then due
and payable to the Secured Party by the Grantor hereunder as a credit against
the purchase price. The Secured Party shall in any such sale make no
representations or warranties with respect to the Collateral or any part
thereof, and the Secured Party shall not be chargeable with any of the
obligations or liabilities of the Grantor. The Grantor hereby agrees (i) that it
will indemnify and hold the Secured Party harmless from and against any and all
claims
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with respect to the Collateral asserted before the taking control of the
relevant Collateral by the Secured Party pursuant to this Section 5(b), or
arising out of any act of, or omission to act on the part of, any Person (other
than the Secured Party) prior to such taking of actual possession or control by
the Secured Party, or arising out of any act on the part of the Grantor or their
respective agents before or after the commencement of such actual possession or
control by the Secured Party; and (ii) the Secured Party shall have no liability
or obligation to the Grantor arising out of any such claim except for acts of
willful misconduct or gross negligence or not taken in good faith. In any action
hereunder, the Secured Party shall be entitled to the appointment of a receiver,
without notice, to take possession of all or any portion of the Collateral and
to exercise such powers as the court shall confer upon the receiver.
Notwithstanding the foregoing, upon the occurrence and during the continuation
of an Event of Default, the Secured Party shall be entitled to apply, without
prior notice to the Grantor, except as may be required by Applicable Law, any
cash or cash items constituting Collateral in the possession of the Secured
Party to payment of the Obligations then due and payable.
(c) Notification to Account Debtors. Upon the occurrence and during
the continuance of an Event of Default, the Secured Party may notify any Persons
in any way liable on any Accounts to make remittances to the Secured Party of
all sums due or to become due thereon and to collect and enforce payment of all
Accounts directly from the Persons liable thereon, by legal proceedings or
otherwise, and generally exercise all of the Grantor's rights and remedies with
respect to collection thereof.
(d) Application of Proceeds. The Grantor further agrees that the
Secured Party may apply any proceeds from the disposition of any of the
Collateral first towards payment of any costs, fees and expenses accrued but
unpaid of the Secured Party included within the Obligations, second towards
payment of interest on the Loan, and third towards payment of principal.
(e) Power of Attorney. Upon the occurrence and during the continuance
of an Event of Default (i) the Grantor does hereby irrevocably make, constitute
and appoint the Secured Party or any of its officers or designees its true and
lawful attorney-in-fact with full power in the name of the Secured Party or such
other Person to endorse any notes, checks, drafts, money orders or other
evidences of payment relating to the Collateral that may come into the
possession of the Secured Party, and to do any and all other acts necessary or
proper to carry out the intent of this Security Agreement and the grant of the
security interests hereunder, and the Grantor hereby ratifies and confirms all
acts that the Secured Party or its substitute shall properly do by virtue hereof
and (ii) the Grantor hereby further irrevocably makes, constitutes and appoints
the Secured Party or any of its officers or designees its true and lawful
attorney-in-fact in the name of the Secured Party or its name (A) to enforce all
of its rights under and pursuant to all agreements with respect to the
Collateral, all for the sole benefit of the Secured Party, (B) to enter into and
perform such agreements as may be necessary in order to carry out the terms,
covenants and conditions of this Security Agreement that are required to be
observed or performed by it, (C) to execute such other and further mortgages,
pledges and assignments of the Collateral, and related instruments or
agreements, as the Secured Party may reasonably require for the purpose of
perfecting, protecting, maintaining or enforcing the security interests granted
to the Secured Party and (D) to do any and all other things necessary or proper
to carry out the intention of this Security Agreement and the grant of the
security interests hereunder and the Grantor hereby ratifies and confirms in
advance all that the Secured Party as such attorney-in-fact or its substitute
shall properly do by virtue of this power of attorney.
6. Financing Statements, etc. The Grantor hereby authorizes the
Secured Party to file financing statements and any amendments thereto or
continuations thereof and any other appropriate security documents or
instruments, and to give any notices reasonably necessary or desirable to
perfect the Lien and security interests of the Secured Party in the Collateral.
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7. Further Assurances.
(a) The Grantor agrees that it will from time to time, on request of
the Secured Party and at its own cost and expense: (i) duly and promptly execute
and deliver, or cause to be duly executed and delivered, any and all further
instruments as may be appropriate in the reasonable judgment of the Secured
Party to carry out the provisions and purposes of this Security Agreement,
including, without limitation, a copyright security agreement, a patent and
trademark security agreement and account control agreements; (ii) duly and
promptly execute and deliver, or cause to be executed and delivered, such
further instruments as may be appropriate in the reasonable judgment of the
Secured Party, to provide the Secured Party with a perfected Lien in the
Collateral and any and all documents (including, without limitation, the
execution, amendment or supplementation of any financing statement and
continuation statement or other statement) for filing under the provisions of
the Uniform Commercial Code of any jurisdiction and the rules and regulations
thereunder, or any Applicable Law of the United States or any other jurisdiction
which the Secured Party may deem reasonably necessary or advisable, and perform
or cause to be performed such other ministerial acts which are necessary or
advisable, from time to time, in order to grant and maintain in favor of the
Secured Party the Lien and security interest in the Collateral contemplated
hereunder; and (iii) promptly undertake to deliver or cause to be delivered to
the Secured Party from time to time, such other documentation, consents,
authorizations and approvals in form and substance reasonably satisfactory to
the Secured Party, as the Secured Party shall deem reasonably necessary or
advisable to perfect or maintain the Liens of the Secured Party.
(b) The Grantor hereby agrees to pay any and all stamp, registration,
recordation and similar taxes, fees or charges, reasonable fees and expenses of
the Secured Party's counsel and of any agents therefor and to indemnify the
Secured Party and its agents against any and all liabilities with respect to or
resulting from any delay in the payment or omission to pay any such taxes, fees
or charges, which may be payable or determined to be payable in connection with
the execution, delivery, performance or enforcement of this Security Agreement
and any other document or instrument executed in connection herewith or the
perfection of any rights or security interests hereunder.
8. Notices. If any notification of intended disposition of any of the
Collateral or of any other act by the Secured Party is required by law and a
specific time period is not stated therein or herein, such notification given at
least ten (10) days before such disposition or act shall be deemed reasonably
and properly given. Notices and other communications provided for herein shall
be in the manner and at the addresses set forth in, and otherwise in accordance
with, Section 6.1 of the Credit Agreement.
9. Non-Waiver of Rights and Remedies. No delay or failure on the part
of the Secured Party in the exercise of any right or remedy shall operate as a
waiver thereof, no single or partial exercise by the Secured Party of any right
or remedy shall preclude other or further exercises thereof or the exercise of
any other right or remedy and no course of dealing between the parties shall
operate as a waiver of any right or remedy of the Secured Party. All remedies
hereunder are cumulative and are not exclusive of any other remedies provided by
law.
10. Termination. The security interests granted hereunder shall
terminate when all the Obligations have been fully and indefeasibly paid and
performed. At such time and upon request by the Grantor, and at the sole expense
of the Grantor, the Secured Party shall take all reasonable action and do all
things reasonably necessary, including executing UCC termination statements, to
terminate the security interest granted to it hereunder (without representation
or warranty by the Secured Party of any nature whatsoever and wholly without
recourse to the Secured Party).
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11. Governing Law. This Security Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of New York
applicable to contracts to be fully performed within the State of New York.
12. WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, THE GRANTOR HEREBY WAIVES, AND COVENANTS THAT IT
WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS SECURITY AGREEMENT OR THE
SUBJECT MATTER HEREOF OR ANY OTHER CREDIT DOCUMENT, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING OR WHETHER IN CONTRACT OR TORT OR OTHERWISE. THE
GRANTOR ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE SECURED PARTY THAT THE
PROVISIONS OF THIS SECTION 12 CONSTITUTE A MATERIAL INDUCEMENT UPON WHICH THE
SECURED PARTY HAS RELIED, IS RELYING AND WILL RELY IN ENTERING INTO THIS
SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS. THE SECURED PARTY MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF THE GRANTOR TO THE WAIVER OF THEIR RIGHTS TO TRIAL BY
JURY.
13. SERVICE OF PROCESS. THE GRANTOR HEREBY IRREVOCABLY SUBMITS ITSELF
TO THE JURISDICTION OF THE STATE COURTS OF THE STATE OF NEW YORK IN NEW YORK
COUNTY AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER
PROCEEDING ARISING OUT OF OR BASED UPON THIS SECURITY AGREEMENT OR THE SUBJECT
MATTER HEREOF BROUGHT BY THE SECURED PARTY OR ANY OF ITS SUCCESSORS OR ASSIGNS.
THE GRANTOR, TO THE EXTENT PERMITTED BY APPLICABLE LAW, (A) HEREBY WAIVES, AND
AGREES NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE
JURISDICTION OF THE ABOVE-NAMED COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE
FROM ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN
AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS
IMPROPER OR THAT THIS SECURITY AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE
ENFORCED IN OR BY SUCH COURT, AND (B) HEREBY WAIVES THE RIGHT TO ASSERT IN ANY
SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT
COUNTERCLAIMS THAT ARE COMPULSORY. THE GRANTOR HEREBY CONSENTS TO SERVICE OF
PROCESS BY MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO
SECTION 8 HEREOF. THE GRANTOR AGREES THAT ITS SUBMISSION TO JURISDICTION AND
CONSENT TO SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE
SECURED PARTY. FINAL JUDGMENT AGAINST A GRANTOR IN ANY SUCH ACTION, SUIT OR
PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER JURISDICTION
(A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF
WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND OF THE AMOUNT OF INDEBTEDNESS
OR LIABILITY OF THE GRANTOR THEREIN DESCRIBED OR (B) IN ANY OTHER MANNER
PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER JURISDICTION, PROVIDED,
HOWEVER, THAT THE SECURED PARTY MAY AT ITS OPTION BRING SUIT, OR INSTITUTE OTHER
JUDICIAL PROCEEDINGS AGAINST ANY GRANTOR OR ANY OF ITS ASSETS IN ANY ▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ OR OF ANY COUNTRY OR PLACE WHERE THE GRANTOR
OR SUCH ASSETS MAY BE FOUND.
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14. Severability. This Security Agreement shall be interpreted in such
manner as to be effective and valid under Applicable Law, but if any provision
of this Security Agreement shall be prohibited by or invalidated under
Applicable Law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Security Agreement and the parties hereto
agree to negotiate in good faith a provision to replace the ineffective
provision, such provision to be as similar in effect and intent to the
ineffective provision as permissible.
15. Continuation and Reinstatement. This Security Agreement shall
remain in full force and effect and continue to be effective in the event any
petition is filed by or against any of the Grantor for liquidation or
reorganization, or in the event any of the Grantor becomes insolvent or makes an
assignment for the benefit of creditors or in the event a receiver or trustee is
appointed for all or any significant part of a Grantor's assets, and shall
continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Obligations, or any part thereof, is, pursuant to
Applicable Law, rescinded or reduced in amount, or must otherwise be restored or
returned by the Secured Party, whether as a "voidable preference," "fraudulent
conveyance," or otherwise, all as though such payment or performance had not
been made. In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, the Obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or
returned.
16. Amendment. No amendment, modification or waiver of any provision
of this Security Agreement or consent to any departure herefrom shall be
effective, irrespective of any course of dealing, unless the same shall be in
writing and signed by the Secured Party.
17. Successors and Assigns. All references herein to any of the
parties to this Security Agreement shall be deemed to include the successors and
assigns of such party; provided, however, that the Grantor may not assign any of
their rights or obligations hereunder without the prior written consent of the
Secured Party, and all covenants, promises and agreements by or on behalf of the
Grantor which are contained herein shall inure to the benefit of the successors
and assigns of the Secured Party.
18. Remedies Not Exclusive. The remedies conferred upon or reserved to
the Secured Party in this Security Agreement are intended to be in addition to,
and not in limitation of, any other remedy or remedies available to the Secured
Party. Without limiting the generality of the foregoing, the Secured Party shall
have all rights and remedies of a secured party under Article 9 of the UCC, the
Uniform Commercial Code in effect in any jurisdiction or any other Applicable
Law.
19. Counterparts. This Security Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall
constitute an original for all purposes, but all such counterparts taken
together shall constitute the same instrument.
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IN WITNESS WHEREOF, each of the Grantor and the Secured Party have
caused this Security Agreement to be duly executed as of the day and year first
above written.
GRANTOR:
TALKPOINT COMMUNICATIONS INC.
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: Chief Executive Officer
SECURED PARTY:
MONEYLINE TELERATE HOLDINGS
By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Chief Financial Officer
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