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Exhibit 10.16
SECURITY AGREEMENT
CORPLEX, INC., O'GARA SECURITY INTERNATIONAL, INC., O'GARA SATELLITE
NETWORKS, INC., KROLL ENVIRONMENTAL ENTERPRISES, INC., KROLL INFORMATION
SERVICES, INC., XXXXX ASSOCIATES INTERNATIONAL HOLDINGS, INC., KROLL BACKGROUND
AMERICA, INC., KROLL XXXXXXXXX XXXX, INC., INPHOTO SURVEILLANCE, INC., KROLL
SCHIFF & ASSOCIATES, INC., KROLL LABORATORY SPECIALISTS, INC., XXXXX-X'XXXX
CRISIS MANAGEMENT GROUP, INC., ITI LIMITED PARTNERSHIP, INTERNATIONAL TRAINING,
INCORPORATED and KROLL XXXXXXX XXXXXXXX, LTD. (collectively, the "DEBTOR"), for
valuable consideration, receipt of which hereby is acknowledged, hereby
collaterally transfers, assigns and pledges to KEYBANK NATIONAL ASSOCIATION, a
national banking association, as Collateral Agent (together with its successors
and assigns the "COLLATERAL AGENT"), for the ratable benefit of the Secured
Parties, under the Collateral Agency and Intercreditor Agreement, dated as of
the date hereof, among the Collateral Agent, KEYBANK NATIONAL ASSOCIATION, a
national banking association, in its individual capacity (together with its
successors and assigns, the "BANK") and the holders of the Senior Notes due May
30, 2003 of the Borrower, as the same may be amended and modified from time to
time, a security interest in the following property (the "COLLATERAL"), whether
the Borrower's interest therein be as owner, co-owner, lessee, consignee,
secured party or otherwise, and whether the same be now owned or existing or
hereafter arising or acquired:
1. All of Debtor's accounts ("ACCOUNTS"), which term includes Debtor's
accounts, receivables, health care insurance receivables, contract
rights, chattel paper, instruments, notes, drafts, acceptances, winnings
in a lottery or other game of chance operated, sponsored, or authorized
by a state or other governmental subdivision, and other forms of
accounts;
2. Except for inventory located on the premises of Debtor which has been
purchased with unliquidated government-funded progress payments and is
therefore owned by any governmental entity, all of Debtor's inventory
("INVENTORY"), which term includes all goods, merchandise and other
personal property, which are held for sale or lease or are furnished or
to be furnished under a contract of service and/or raw materials, parts,
finished goods, work in process and materials used or consumed or to be
used or consumed in Debtor's business or in the processing, packaging,
shipping or advertising thereof;
3. All of Debtor's equipment and fixtures ("EQUIPMENT"), which term includes
all of Debtor's machinery, parts, tools, fixtures, furniture, and
accessories, together with all attachments, additions and accessions
thereto, and added and substituted parts, equipment and repairs now or
hereafter placed upon such property, whether because of necessary repairs
or otherwise;
4. All of Debtor's intellectual property, contract rights and other general
intangibles ("GENERAL INTANGIBLES"), including but not limited to (i) all
contracts, (ii) all judgments, patents, trademarks, trade or business
names, service marks, logos, copyrights, trade secrets, plans,
blueprints, licenses, permits, tax or other refunds, software, programs,
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inventions, business or technical data, processes, mailing and customer
lists, books and records, and goodwill, (iii) payment intangibles, (iv)
all rights, applications, continuations, renewals, substitutions,
improvements, modifications and extensions in any manner related thereto,
and (v) all proceeds and products thereof, including but not limited to
all license royalties, payments made under insurance policies, and
proceeds of infringement suits and any other suits;
5. All moneys, credits and other property of any nature whatsoever of Debtor
now or hereafter in the possession of, in transit to or from, under the
custody or control of, or on deposit with (whether held by Debtor
individually or jointly with another) Collateral Agent or any affiliate
of Collateral Agent, including but not limited to cash collateral
accounts; and
6. The proceeds (including insurance proceeds) and products of the foregoing
in whatever form the same may be,
for the purpose of securing the payment to Collateral Agent, for the benefit of
Secured Parties, of all of the Obligations as such term is defined in the
Collateral Agency and Intercreditor Agreement.
Capitalized terms used herein and not otherwise defined in this Security
Agreement will have the meanings given those terms in the Collateral Agency and
Intercreditor Agreement. No change or amendment to any defined term contained in
the Collateral Agency and Intercreditor Agreement used in this Security
Agreement as a defined term shall be effective without the prior written consent
of Debtor.
Debtor further warrants to and agrees with Collateral Agent, for the
benefit of Secured Parties, as follows:
1. PRESERVATION OF COLLATERAL. Debtor will keep the Collateral in good order
and repair at all times, will use same with reasonable care and caution,
will not, except in the ordinary course of business, part with possession
or ownership thereof nor lease or hire out the Collateral without the
written consent of Collateral Agent, and will exhibit the Collateral to
Collateral Agent or any Secured Party upon reasonably demand during
normal business hours. Debtor will promptly notify Collateral Agent of
any loss or damage to the Collateral. Debtor will not use, or permit the
Collateral to be used, in violation of any federal, state, county or
municipal law or regulation or for any unlawful purpose whatsoever.
2. INSURANCE. Debtor will keep its insurable real and personal property
insured with responsible insurance companies against loss or damage by
fire, windstorm and other hazards which are commonly insured against in
an extended coverage endorsement in an amount equal to not less than 80%
of the insurable value thereof on a replacement cost basis and also
maintain public liability insurance in a reasonable amount. In addition,
Debtor will maintain extended liability insurance covering its operations
of at least $1,000,000 and in a form and with companies reasonably
satisfactory to Collateral Agent. Notwithstanding the foregoing, such
property insurance will at all times be in an amount
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so that Debtor will not be deemed a "co-insurer" under any co-insurance
provisions of such policies. All such insurance policies will name
Collateral Agent as an additional insured and, where applicable, as
lender's loss payee under a loss payable endorsement satisfactory to
Collateral Agent. All such policies will be in form and substance
satisfactory to Collateral Agent and will provide that ten (10) days'
prior written notice must be given to Collateral Agent before such policy
is altered or cancelled. Schedules of all insurance of Debtor will be
submitted to Collateral Agent upon request. Such schedules will contain a
description of the risks covered, the amounts of insurance carried on
each risk, the name of the insurer and the cost of such insurance to
Debtor. Debtor will supplement such schedules from time to time promptly
to reflect any change in insurance coverage. Debtor will deliver to
Collateral Agent certificates representing such insurance policies upon
the execution hereof. All amounts payable in settlement of insurance
losses may be applied, at Collateral Agent's option, to the Obligations,
or used to repair, replace or restore the Collateral. To the extent of
any conflict between the provisions of this Section and the provisions of
the Credit Agreement regarding insurance, the provisions of this Section
will govern to the extent of the conflict.
3. PAYMENT OF EXPENSES BY COLLATERAL AGENT. At its option and upon Debtor's
failure to fulfill its obligations respecting the same, Collateral Agent
may discharge taxes, liens, security interests or such other encumbrances
as may attach to the Collateral, may pay for required insurance on the
Collateral and may pay for the maintenance and preservation of the
Collateral, as determined by Collateral Agent to be necessary, and such
expenditures will become a part of the Obligations. Debtor will reimburse
Collateral Agent on demand for any payment so made or any expense
incurred by Collateral Agent pursuant to the foregoing authorization, and
the Collateral also will secure any advances or payments so made or
expenses so incurred by Collateral Agent.
4. INFORMATION. Debtor will furnish to Collateral Agent from time to time
(but not more than quarterly unless upon the occurrence of an Event of
Default) if and as requested current lists of the Collateral including
names and addresses of account debtors and agings of Accounts; will
continue to xxxx on the books of Debtor appropriate entries evidencing
the assignment of book accounts to Collateral Agent, for the benefit of
Secured Parties, and will xxxx chattel paper and non-negotiable
instruments to evidence the assignment thereof to Collateral Agent, for
the benefit of Secured Parties; and, if and when requested by Collateral
Agent from time to time, will furnish to it copies of all purchase
orders, inventory lists, xxxxxxxx, shipping orders, correspondence and
other instruments or writings in any way evidencing or relating to the
Collateral or the proceeds thereof. Collateral Agent and its designated
representatives and Collateral Agents will have the right at all
reasonable times during normal business hours to examine, inspect, and
audit the Collateral wherever located upon reasonable notice to Debtor.
5. SALE OF INVENTORY. Debtor will have the right to process and sell the
Inventory in the regular course of its business at customary prices (but
in no event may Debtor transfer any Inventory in satisfaction of any
debt, except Debtor may return faulty, damaged or unused Inventory).
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6. COLLECTION OF ACCOUNTS; SET OFF. Upon the occurrence and during the
continuation of an Event of Default, Debtor will collect all of the
Accounts or any other receipts and whenever Debtor receives any payment
of any of the Accounts it will hold such payment in trust for Collateral
Agent and forthwith will deliver to Collateral Agent the same in the form
received by Debtor without commingling with any funds belonging to
Debtor, and promptly will deposit the same in a special collateral
account with Collateral Agent, for the benefit of Secured Parties. Upon
the occurrence and during the continuation of an Event of Default, Debtor
authorizes Collateral Agent and/or any Secured Party at any time without
notice to appropriate and apply any balances, credits, deposits or
accounts or money of Debtor (held individually or with others) in its
possession, custody or control to the payment of the Obligations, all of
which may at all times be held and treated as additional Collateral.
7. NOTIFICATION OF ACCOUNT DEBTORS. Collateral Agent, at any time after the
occurrence of an Event of Default, and without notice to Debtor, may
notify any persons who are indebted to Debtor with respect to any
Accounts or General Intangibles of the assignment thereof to Collateral
Agent and may direct such account debtors to make payment directly to
Collateral Agent of the amounts due. At the request of Collateral Agent
after the occurrence of an Event of Default, Debtor will direct any
persons who are indebted to Debtor with respect to any Accounts or
General Intangibles to make payment directly to Collateral Agent.
Collateral Agent is authorized to give receipts to such account debtors
for any such payments and the account debtors will be protected in making
such payments to Collateral Agent.
8. REPRESENTATIONS, WARRANTIES AND COVENANTS. Debtor represents, warrants
and covenants to Collateral Agent and Secured Parties that, except for
any Permitted Liens, as such term is defined in any of the documents
executed in connection with the Obligations: (a) Debtor has not made any
prior sale, pledge, encumbrance, assignment or other disposition of any
of the Collateral and the same is free from all encumbrances and rights
of set off of any kind; (b) except as herein provided, Debtor will not
hereafter without the prior written consent of Collateral Agent sell,
pledge, encumber, assign or otherwise dispose of any of the Collateral or
permit any right of set off, lien or security interest to exist thereon
except to Collateral Agent or any Secured Party; (c) Debtor will defend
the Collateral against all claims and demands of all persons at any time
claiming the same or any interest therein; (d) Debtor will deliver to
Collateral Agent, for the benefit of Secured Parties, any negotiable
instruments or chattel paper evidencing the Accounts; (e) each General
Intangible is genuine and enforceable in accordance with its terms and
Debtor will defend the same against all claims, demands, set offs and
counterclaims at any time asserted; and (f) at the time any Accounts
becomes subject to this Security Agreement, such Account will be a good
and valid account representing a bona fide sale of goods or services by
Debtor and such goods will have been shipped to the respective account
debtors or the services will have been performed for the respective
account debtors, and no Account will be subject to any claim for credit,
allowance or adjustment by any account debtor or any set off, defense or
counterclaim.
9. PLACE OF BUSINESS. Debtor (a) now keeps and will continue to keep the
Collateral at its places of business, which are set forth on the
disclosure schedules prepared by Debtor
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and delivered to each of the Secured Parties in connection with execution
and delivery of this Security Agreement (the "Disclosure Schedule"); and
Debtor now keeps and will continue to keep its books and records
concerning the Collateral at its principal place of business shown above
and (b) represents that it has no other place of business other than
those locations set forth on the Disclosure Schedule.
In the five years preceding the date hereof, Debtor has not conducted
business under any name other than its current name nor maintained any
place of business or any assets in any jurisdiction other than those
locations set forth on the Disclosure Schedule.
10. FINANCING STATEMENTS; DOCUMENTS. At the request of Collateral Agent,
Debtor will join with Collateral Agent in executing one or more financing
statements pursuant to the Uniform Commercial Code in form satisfactory
to Collateral Agent and will pay the cost of filing financing,
continuation and termination statements in all public offices where
filing is deemed necessary or desirable by Collateral Agent. Debtor will
execute and deliver to Collateral Agent from time to time such
supplemental assignments or other instruments as Collateral Agent may
require for the purpose of confirming Collateral Agent's interest in the
Collateral. Debtor hereby authorizes Collateral Agent to execute and file
on behalf of Debtor all financing statements and documents deemed
necessary or appropriate to perfect Collateral Agent's interest in the
Collateral.
11. DEBTOR'S CONSENT. Upon the occurrence and during the continuation of an
Event of Default, Debtor consents, with respect to the Accounts or any
General Intangibles, to all extensions or postponements of time of
payment thereof or any other indulgences in connection therewith, to the
acceptance of partial payments thereon and to the settlement, compromise
and adjustment thereof, all in such manner and at such time or times as
Collateral Agent deems advisable.
12. DEFAULT.
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12.1 Upon the occurrence and during the continuation of (herein
referred to as an "Event of Default"): (i) any Event of Default,
(ii) or any default under any of such documents that do not have a
defined set of "Events of Default," Collateral Agent may exercise
any one or more of the rights and remedies granted pursuant to
this Security Agreement or given to a secured party under
applicable law, as it may be amended from time to time, including
but not limited to the right to take possession and sell, lease or
otherwise dispose of the Collateral and, at its option, operate,
use or exercise any rights of ownership pertaining to the
Collateral as the Collateral Agent, for the benefit of Secured
Parties, deems necessary to preserve the value and receive the
benefits of the Collateral. Upon the occurrence and during the
continuation of an Event of Default, Collateral Agent may, so far
as Debtor can give authority therefore, enter upon any premises on
which the Collateral or any part thereof may be situated and take
possession of and remove the same therefrom. Collateral Agent may
require Debtor to make the Collateral available to Collateral
Agent at a place to be designated by Collateral Agent that is
reasonably convenient to both parties. Debtor waives all claims
for damages by
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reason of any seizure, repossession, retention, use, or sale of
the Collateral under the terms of this Security Agreement.
12.2 The net proceeds arising from the disposition of the Collateral
after deducting expenses incurred by Collateral Agent will be
applied to the Obligations in the order determined by Collateral
Agent. If any excess remains after the discharge of all of the
Obligations, the same will be paid to Debtor. If after exhausting
all of the Collateral, there should be a deficiency, Debtor will
be liable therefor to Collateral Agent and Secured Parties,
provided, however, that nothing contained herein will obligate
Collateral Agent to proceed against the Collateral prior to making
a claim against Debtor or any other party obligated under the
Obligations or prior to proceeding against any other collateral
for the Obligations.
12.3 Whenever notice is required by law to be sent by Collateral Agent
to Debtor of any sale, lease or other disposition of the
Collateral, five days' written notice sent to Debtor's address set
forth below will be reasonable.
13. RIGHTS OF COLLATERAL AGENT; POWER OF ATTORNEY. Debtor hereby irrevocably
constitutes and appoints Collateral Agent and any officer thereof, with
full power of substitution, as its true and lawful attorney-in-fact with
full irrevocable power and authority in the place and stead of Debtor or
in its name, from time to time in Collateral Agent's discretion, for the
purpose of carrying out the terms of this Security Agreement, to take any
and all appropriate action and to execute any and all documents and
instruments which may be necessary or desirable to accomplish the
purposes of this Security Agreement and, without limiting the generality
of the foregoing, Debtor hereby gives Collateral Agent the power and
right, on behalf of Debtor, after an occurrence and during the
continuation of an Event of Default, and without notice to or assent by
Debtor, to do the following:
13.1 to receive payment of, endorse, and receipt for, any and all
monies, claims and other amounts due and to become due at any time
in respect of or arising out of the Collateral;
13.2 to commence and prosecute any suits, actions or proceeding at law
or in equity in any court of competent jurisdiction to collect any
of the Collateral and to enforce any other right in respect of the
Collateral;
13.3 to settle, compromise or adjust any suit, action or proceeding
described above, and, in connection therewith, to give such
discharges or releases as Collateral Agent may deem appropriate;
and
13.4 generally to sell, transfer, pledge, make any agreement with
respect to or otherwise deal with any of the Collateral as fully
and completely as though Collateral Agent were the absolute owner
thereof for all purposes, and to do, at Collateral Agent's option,
at any time, or from time to time, all acts and things which
Collateral Agent deems necessary to protect or preserve the
Collateral and Collateral Agent's security interest and rights
therein in order to effect the intent of this Security Agreement,
all as fully and effectively as Debtor might do.
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13.5 Debtor hereby ratifies all that such attorneys will lawfully do or
cause to be done by virtue hereof. This power of attorney is a
power coupled with an interest, will be irrevocable and will
terminate only upon payment in full of the Obligations and the
termination of this Security Agreement. The powers conferred upon
Collateral Agent hereunder are solely to protect Collateral
Agent's interests in the Collateral and will not impose any duty
upon it to exercise any such powers. Collateral Agent will have no
obligation to preserve any rights of any third parties in the
Collateral. Collateral Agent will be accountable only for amounts
that it actually receives as a result of the exercise of such
powers, and neither it nor any of its officers, directors,
employees or Collateral Agents will be responsible to Debtor for
any action taken or omitted to be taken in good faith or in
reliance on the advice of counsel except for its own gross
negligence or willful misconduct.
14. GENERAL.
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14.1 WAIVER. No delay or omission on the part of Collateral Agent or
any Secured Party to exercise any right or power arising from any
Event of Default will impair any such right or power or be
considered a waiver of any such right or power or a waiver of any
such Event of Default or in an acquiescence therein nor will the
action or non-action of Collateral Agent or any Secured Party in
case of such Event of Default impair any right or power arising as
a result thereof or affect any subsequent default or any other
default of the same or a different nature.
14.2 NOTICES. All notices, demands, requests, consents or approvals
required hereunder will be in writing and will be conclusively
deemed to have been received by a party hereto and to be effective
on the day on which delivered personally to such party or sent by
telex, telecopy (followed by written confirmation) or other
telegraphic means, or by overnight courier service, or by
certified or registered mail, return receipt requested, postage
prepaid, addressed to such party at the address set forth below or
to such other address as any party may give to the other in
writing for such purpose:
To Collateral Agent: KeyBank National Association
000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxx 00000
Attn: Xxxxx X. Fender
Telecopier No.: 000-000-0000
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To Debtor: Corplex, Inc.
O'Gara Security International, Inc.
O'Gara Satellite Networks, Inc.
Kroll Environmental Enterprises, Inc.
Kroll Information Services, Inc.
Xxxxx Associates International Holdings, Inc.
Kroll Background America, Inc.
Kroll Xxxxxxxxx Xxxx, Inc.
Inphoto Surveillance, Inc.
Kroll Schiff & Associates, Inc.
Kroll Laboratory Specialists, Inc.
Xxxxx-X'Xxxx Crisis Management Group, Inc.
ITI Limited Partnership
International Training, Incorporated and
Kroll Xxxxxxx Xxxxxxxx, Ltd.
c/o The Xxxxx-X'Xxxx Company
0000 XxXxxxx Xxxxx
Xxxxxxxxx, Xxxx 00000
Attention: General Counsel
Telecopier No.: 000-000-0000
And: The Xxxxx-X'Xxxx Company
000 0xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Chief Financial Officer
Telecopier: 000-000-0000
All such communications, if personally delivered, will be
conclusively deemed to have been received by a party hereto and to
be effective when so delivered, or if sent by telex, telecopy or
telegraphic means, on the day on which transmitted, or if sent by
overnight courier service, on the day after deposit thereof with
such service, or if sent by certified or registered mail, on the
third business day after the day on which deposited in the mail.
14.3 SUCCESSORS AND ASSIGNS. This Security Agreement will be binding
upon and inure to the benefit of Debtor and Collateral Agent, for
the benefit of Secured Parties, and their respective successors
and assigns; provided, however, that Debtor may not assign this
Security Agreement in whole or in part without the prior written
consent of Collateral Agent, for the benefit of Secured Parties,
and Collateral Agent at any time may assign this Security
Agreement in whole or in part. All references herein to the
"Debtor" and "Collateral Agent" will be deemed to apply to Debtor
and Collateral Agent and their respective heirs, administrators,
successors and assigns.
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14.4 MODIFICATIONS. No modification or waiver of any provision of this
Security Agreement nor consent to any departure by Debtor
therefrom, will be established by conduct, custom or course of
dealing; and no modification, waiver or consent will in any event
be effective unless the same is in writing and specifically refers
to this Security Agreement, and then such waiver or consent will
be effective only in the specific instance and for the purpose for
which given. No notice to or demand on Debtor in any case will
entitle Debtor to any other or further notice or demand in the
same, similar or other circumstance.
14.5 SUBJECT TO COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT. Any and
all rights granted to the Collateral Agent under this Security
Agreement are to be held and exercised by the Collateral Agent
pursuant to the terms of the Collateral Agency and Intercreditor
Agreement. Any and all obligations hereunder of the parties to
this Security Agreement, and the rights granted to the Collateral
Agent hereunder, are created and granted subject to the terms of
the Collateral Agency and Intercreditor Agreement.
14.6 DEFINITIONS. Debtor acknowledges and agrees that, with respect to
any term used herein that is defined in either (i) Article 9 of
the Uniform Commercial Code as in force in the jurisdiction in
which this financing statement was signed by Debtor at the time
that it was signed, or (ii) Article 9 as in force at any relevant
time in the jurisdiction in which this financing statement is
filed, such term will be given the meaning under the more
encompassing of the two definitions with respect to each item of
property.
14.7 APPRAISAL. From time to time, but in any event no more often than
once each calendar year, Collateral Agent may require a
reappraisal of the market value of Equipment and/or Inventory
comprising Collateral, which appraisal will be paid for by Debtor.
Such appraisal will be in form and content satisfactory to
Collateral Agent and be performed by an independent, certified
appraiser selected by Collateral Agent.
14.8 JOINT AND SEVERAL OBLIGATIONS. If this Security Agreement is
executed by more than one person or entity as the "Debtor," the
obligations of such persons or entities hereunder will be joint
and several. Unless otherwise specified herein, any reference to
"Debtor" will mean each such person or entity executing this
Security Agreement individually and all of such persons or
entities collectively.
14.9 ILLEGALITY. If fulfillment of any provision hereof or any
transaction related hereto or of any provision of this Security
Agreement, at the time performance of such provision is due,
involves transcending the limit of validity prescribed by law,
then ipso facto, the obligation to be fulfilled will be reduced to
the limit of such validity; and if any clause or provisions herein
contained other than the provisions hereof pertaining to repayment
of the Obligations operates or would prospectively operate to
invalidate this Security Agreement in whole or in part, then such
clause or provision only will be void, as though not herein
contained, and the remainder of this Security Agreement will
remain operative and in full force and effect.
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14.10 CONTINUING AGREEMENT. This is a continuing Security Agreement and
will continue in effect even though all or any part of the
Obligations have been paid in full and even though for a period of
time Debtor may not be indebted to Collateral Agent.
14.11 GENDER, ETC. Whenever used herein, the singular number will
include the plural, the plural the singular and the use of the
masculine, feminine or neuter gender will include all genders.
14.12 HEADINGS. The headings in this Security Agreement are for
convenience only and will not limit or otherwise affect any of the
terms hereof.
14.13 LIABILITY OF COLLATERAL AGENT AND SECURED PARTIES. Debtor hereby
agrees that neither Collateral Agent nor any Secured Party will be
chargeable for any negligence, mistake, act or omission of any
employee, accountant, examiner, Collateral Agent or attorney
employed by Collateral Agent or Secured Party (except for their
willful misconduct and gross negligence) in making examinations,
investigations or collections, or otherwise in perfecting,
maintaining, protecting or realizing upon any lien or security
interest or any other interest in the Collateral or other security
for the Obligations.
14.14 COLLATERAL AGENT RELATIONSHIP. Debtor acknowledges that the
relationship between the Collateral Agent and any Noteholder with
respect to any negligence, mistake, act or omission of any
employee, accountant, or examiner of Collateral Agent or attorney
employed by Collateral Agent (except for their willful misconduct)
in making examinations, investigations or collections, or
otherwise in perfecting, maintaining, protecting or realizing upon
any lien or security interest or any other interest in the
Collateral or other security for the Obligations will be set forth
in the Collateral Agency and Intercreditor Agreement.
14.15 GOVERNING LAW AND JURISDICTION; NO JURY TRIAL. THIS SECURITY
AGREEMENT WILL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF OHIO, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
14.16 DEBTOR HEREBY IRREVOCABLY AGREES AND SUBMITS TO THE EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN XXXXXXXX
COUNTY, OHIO, OR, AT THE OPTION OF COLLATERAL AGENT IN ITS SOLE
DISCRETION, OF ANY STATE OR FEDERAL COURT(S) LOCATED WITHIN ANY
OTHER COUNTY, STATE OR JURISDICTION IN WHICH COLLATERAL AGENT AT
ANY TIME OR FROM TIME TO TIME CHOOSES IN ITS SOLE DISCRETION TO
BRING AN ACTION OR OTHERWISE EXERCISE A RIGHT OR REMEDY, AND
DEBTOR WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY
OBJECTION TO VENUE OF ANY SUCH ACTION OR PROCEEDING. DEBTOR HEREBY
IRREVOCABLY CONSENTS THAT ALL SERVICE OF PROCESS BE MADE BY
CERTIFIED MAIL DIRECTED TO DEBTOR AT ITS ADDRESS SET FORTH HEREIN
FOR NOTICES AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED THE
EARLIER OF DEBTOR'S ACTUAL RECEIPT THEREOF OR FIVE (5) BUSINESS
DAYS AFTER THE SAME HAS BEEN
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DEPOSITED IN U.S. MAILS, POSTAGE PREPAID. NOTHING CONTAINED HEREIN
WILL PREVENT COLLATERAL AGENT FROM SERVING PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
14.17 DEBTOR AND COLLATERAL AGENT EACH WAIVE ANY RIGHT TO TRIAL BY JURY
IN ANY ACTION OR PROCEEDING RELATING TO THIS SECURITY AGREEMENT,
ANY DOCUMENTS EVIDENCING ANY OF THE OBLIGATIONS, OR ANY
TRANSACTION CONTEMPLATED IN ANY OF SUCH AGREEMENTS.
(REMAINDER OF PAGE INTENTIONALLY BLANK, SIGNATURE PAGE FOLLOWS)
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Signed at Cincinnati, Ohio on March 30, 2001.
Debtor:
CORPLEX, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
O'GARA SECURITY INTERNATIONAL, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
O'GARA SATELLITE NETWORKS, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
KROLL ENVIRONMENTAL ENTERPRISES, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
XXXXX INFORMATION SERVICES, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
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KROLL ASSOCIATES INTERNATIONAL
HOLDINGS, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
KROLL BACKGROUND AMERICA, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
KROLL XXXXXXXXX XXXX, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
INPHOTO SURVEILLANCE, INC.
By:
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Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
KROLL SCHIFF & ASSOCIATES, INC.
By:
--------------------------------------
Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
-13-
14
KROLL LABORATORY SPECIALISTS, INC.
By:
--------------------------------------
Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
XXXXX-X'XXXX CRISIS
MANAGEMENT GROUP, INC.
By:
--------------------------------------
Xxxxx Xxxxxx
Title:
-----------------------------------
Date: Xxxxx 00, 0000
XXX LIMITED PARTNERSHIP
By:
--------------------------------------
Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
INTERNATIONAL TRAINING, INCORPORATED
By:
--------------------------------------
Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
KROLL XXXXXXX XXXXXXXX, LTD.
By:
--------------------------------------
Xxxxx Xxxxxx
Title:
-----------------------------------
Date: March 30, 2001
-14-
