SECURITY AGREEMENT BY AND BETWEEN HERTZ COMPUTER CORPORATION AS DEBTOR, AND
UNITED MIZRAHI BANK AND TRUST COMPANY AS SECURED PARTY
THIS SECURITY AGREEMENT, dated the 28th day of June, 1995 is made by
and between United Mizrahi Bank and Trust Comp "Secured Party"), whose address
is 1 Rockefeller Plaza, New York, NY 10020, and Hertz Computer Corporation
("Debtor"), whose address is 321 Fifth Avenue, New York, NY 10016.
Section 1 Defined Terma. Unless the context otherwise requires,
capitalized terms used in this Security Agreement shall have the following
meanings:
"Accounts" shall have the meaning assigned to such term in the U.C.C..
"Books and Records" shall have the meaning assigned to such term in
Section 2(j) hereof.
"Chattel Paper" shall have the meaning assigned to such term in the
U.C.C.
"U.C.C." shall mean Chapter 9 of the Uniform Commercial Code,
Consolidated Laws of the State of New York, as amended.
"Collateral" shall have the meaning assigned to such term in Section 2
hereof.
"Debtor Laws" means all applicable liquidation, conservatorship,
bankruptcy, moratorium, arrangement, receivership, insolvency, reorganization
or similar laws from time to time in effect affecting the rights of creditors
generally.
"Equipment" shall have the meaning assigned to such term in the U.C.C..
"Event of Default" shall have the meaning assigned to such term in
Section 6 hereof.
"General Intangibles" shall have the meaning assigned to such term in
the U.C.C..
"Goods" shall have the meaning assigned to such term in the U.C.C..
"Guarantor" means individually and collectively, ELI E. HERTZ, I.
MARILYN HERTZ, HERGO ERGONOMIC SUPPORT SYSTEMS, INC. and HERTZ COMPUTER
INFORMATION SYSTEMS (1985) LTD.
"Instruments" shall have the meaning assigned to such term in the
U.C.C..
"Inventory" shall have the meaning assigned to such term in the U.C.C..
"Note" shall mean that certain promissory note of even date herewith,
in the original principal amount of One Million Dollars ($1,000,000.00),
executed by Debtor and payable to the order of Secured Party, and any and all
renewals, modifications, and extensions of such note, and any and all notes
executed in substitution for such note.
"Secured Indebtedness" shall have the meaning assigned to such term in
Section 3 hereof.
Section 2. Grant of Security Interest. For value received and as
collateral security for the Secured Indebtedness, Debtor hereby grants to
Secured Party a security interest, lien and mortgage in and to, and agrees and
acknowledges that Secured party has, and shall continue to have, a security
interest, lien and mortgage in and to, and assigns to Secured Party its rights
in, and all of Debtor's power to transfer greater title than it has to, all
assets of Debtor of the types described below Ireferred to hereinafter as the
"Collateral"), wherever located, however arising or created, and whether now
owned or existing or hereafter arising, created or acquired:
All of the Debtor's assets and properties listed below, together with
any arid all proceeds and products thereof, accessions thereto or replacements
thereof in connection with such assets:
a. A first priority perfected security interest in and lien
on all assets of the Borrower now owned or hereafter acquired.
Section 3. Secured Indebtedness. The security interest and assignment of
rights contained herein is granted to secure the payment and performance of:
(a) any and all loans, advances (including, without limitation,
future advances), indebtedness obligations and liabilities of
Debtor to Secured Party however evidenced, whether as
principal or guarantor or otherwise, whether now existing or
hereafter arising, whether direct or indirect, absolute or
contingent, joint or several, due or not due, primary or
secondary, liquidated or unliquidated, secured or unsecured,
original, renewed, or extended (the "Indebtedness"),
including, without limitation, Indebtedness arising in
connection with, or evidenced by, (1 ) the Note, together
with all documents evidencing and securing the Note, and
together with all interest thereon; and (2) the loan
agreement between Debtor and Secured Party dated as of the
date hereof (the "Agreement") including, without limitation,
the Obligations as defined therein;
(b) all costs and expenses reasonably incurred by Secured Party
to obtain, preserve, perfect and enforce the security
interest granted hereby and all other liens and security
interests securing payment of the Secured Indebtedness, to
collect the Secured Indebtedness and to maintain, preserve
and collect the Secured Indebtedness and to maintain,
preserve and collect the Collateral, including, but not
limited to, taxes, assessments, insurance premiums, repairs,
reasonable attorneys' fees and legal expenses, rent, storage
charges, advertising costs, brokerage fees and expenses of
sale; and
(c) all renewals, extensions and modifications of the
Indebtedness or any part thereof.
The Indebtedness and costs mentioned in this Section 3 are
collectively referred to herein as the "Secured Indebtedness."
Section 4. Debtor's Warranties and Representations. Debtor represents
and warrants to Secured Party that:
(a) Debtor has the authority to execute, deliver and perform this
Security Agreement; the execution and performance hereof have
been authorized by all necessary action of Debtor; and this
Security Agreement is the legal and binding obligation of
Debtor, enforceable in accordance with its terms;
(b) there is no financing statement or other document creating or
evidencing a lien now on file in any public office covering
any of the Collateral, or any lien of encumbrance on any of
the Collateral, whether such Collateral be real or personal,
tangible or intangible, or whether Debtor is named or signed
as Debtor, except as heretofore disclosed to Secured Party in
writing;
(c) Debtor has, and, as to after-acquired Collateral, will have
when such Collateral becomes subject to this Security
Agreement, good, indefeasible and merchantable title to, and
ownership of, the Collateral, subject only to liens for taxes
not yet due and payable;
(d) the place of business (or chief executive office if Debtor
maintains more than one place of business), or residence (if
Debtor maintains one or more residence if Debtor is an
individual) of Debtor is in New York County, New York;
(e) the Collateral is located at 321 Fifth Avenue, New York, NY
10016, in the County of New York, State of New York, and as
to any such Collateral owned or in the possession of Debtor
as of the date hereof, has been located continuously in the
County of New York, State of New York, for the preceding four
months;
(f) no dispute, right of setoff, counterclaim or defenses exist
with respect to the Collateral or any part of the Collateral;
(g) all of the representations and warranties made by Debtor in
all instruments and documents evidencing and securing the
Secured Indebtedness or any part thereof, including, without
limitation, this Security Agreement, are true and correct in
all material respects;
(h) there has been no change in the name of Debtor, or the name
under which Debtor conducts its business, within the five
years preceding the date of execution of this Security
Agreement; and
(i) neither the execution and delivery of this Security Agreement
and the other documents executed in connection herewith, nor
consummation of any of the transactions herein contemplated,
nor compliance with the terms and provisions hereof, will
contravene or conflict with any provision of law, statute or
regulation to which Debtor is subject, or any judgment,
license, order or permit applicable to Debtor, or any
indenture, mortgage, deed of trust, agreement or other
instrument to which Debtor is a party or by which Debtor may
be bound, or to which Debtor may be subject, or violate or
contravene any provision of the bylaws of Debtor or the
instruments of incorporation forming Debtor (if Debtor is a
corporation) or the partnership or joint venture agreement, as
appropriate, forming Debtor (if Debtor is a partnership or
joint venture).
Section 5. Debtor'. Covenanta and Agreements. Debtor covenants and
agrees with
Secured Party that:
(a) Debtor shall, at its expense, make, procure, execute and
deliver such financing statement or statements, or amendments
thereof or supplements thereto, orother instruments,
certificates, assignments, passbooks and supplementalwritings,
and do and deliver all acts, things, writings and assurances
as Secured Party may from time to time require in order to
comply with the U.C.C., or any other applicable law, and to
preserve and protect the security interest hereby granted. In
the event, for any reason, that the law of any jurisdiction
other than the State of New York becomes or is applicable to
the Collateral, or any part thereof, or to any of the
Obligation, Debtor agrees to execute and deliver all such
instruments and to do all such other things as may be
necessary or appropriate to preserve, protect and enforce the
security interest or lien of Secured Party, under the law of
such other jurisdiction, to at least the same extent as such
security interest would be protected under the U.C.C.;
(b) until the termination of this Security Agreement, Debtor will
not execute and there will not be on file in any public
office any financing statement or statements creating or
evidencing a lien covering any of the Collateral, except as
may have been or may hereafter be granted to Secured Party,
and Debtor further agrees that it will keep the Collateral
free from any lien, attachment, security interest,
sequestration, encumbrance, or any other legal or equitable
process, or any encumbrance of any kind or character, except
as may be granted to Secured Party of which Secured Party has
actual knowledge and to which it otherwise consents in
writing;
(c) Debtor shall keep the Collateral in good repair and
condition, and shall use reasonable care to prevent the
Collateral from being damaged or depreciated, ordinary wear
and tear excepted, and Secured Party and its agents shall
have the right to examine, audit, inspect and copy, as the
case may be, the Collateral, including, without limitation,
the 800ks and Records (which Debtor agrees to keep in
complete and accurate form), at any reasonable time and from
time to time;
(d) unless and until notified to the contrary by Secured Party,
Debtor shall promptly, at its expense:
(i) deliver to Secured Party, with appropriate
endorsement or assignment, all instruments, chattel
paper, monies, checks, notes, drafts and other
vidence of indebtedness, or other property in the
nature of items of ayment representing proceeds of
any of the Collateral, or arising from an account,
which are then in, or thereafter come into, Debtor's
possession; provided, however, proceeds from the
sale of property which has been replaced by new
property of value equal to or greater than the value
of the replaced property when new may be retained by
Debtor; and
(ii) upon the request of Secured Party, direct all
parties obligated on any of the Collateral to make
all payments due or to become due thereon directly
to Secured Party or to such other person or officer
as may be specified by Secured Party;
(e) Debtor shall perform, at its sole cost and expense, any and
all steps, and shall pay the amount of all reasonable
expenses necessary to obtain, preserve, perfect, defend and
enforce the security interest in the Collateral and to
preserve, defend, enforce and collect the Collateral;
(f) none of the Collateral shall be removed from its present
location or disposed of by Debtor without the prior written
consent of Secured Party, except Debtor may sell Inventory in
the ordinary course of business. All risk and liability for
safekeeping of the Collateral shall at all times, either
before or after possession thereof by Secured Party, remain
that of Debtor;
(g) Debtor shall have and maintain insurance at all times with
respect to the Collateral in such amounts, in such form and
with such companies as is satisfactory to Secured Party. All
such policies of insurance shall provide for written notice
to Secured Party of cancellation or any other action
and be payable to Secured Party, and Debtor shall provide
Secured Party with evidence satisfactory to Secured Party of
compliance with the terms of this paragraph. Secured Party
may act, and Debtor hereby appoints Secured Party, as
attorney- in-fact for Debtor in obtaining, adjusting,
settling and canceling such insurance, and endorsing any
payments or proceeds therewith. Debtor shall bear the risk of
loss to the extent of any deficiency in any effective
insurance coverage with respect to loss or damage to the
Collateral or any of the Collateral. Debtor shall pay, or
cause to be paid, all premiums for such insurance at least
thirty (30) days before such premiums become due, shall
furnish to Secured Party satisfactory proof of the timely
making of such payments, shall deliver all renewal policies
to Secured Party at leant fourteen (14) days before the
expiration data of each expiring policy and shall cause such
policy to require the insurer to give notice to Secured
Party, addressed to Secured Party at its address in the
preamble hereof (or at such other address Secured Party
designates), of termination of any such policy thirty 130)
days before such termination is to be effective;
(h) Debtor hereby agrees to indemnify and hold Secured Party
harmless from and against any and all present and future
claims, actions, liabilities and damages arising in
connection with this Security Agreement, the Secured
Indebtedness, or the Collateral,. except for any of the
foregoing arising out of the willful misconduct of Secured
Party and all costs and expenses (including reasonable
attorneys' fees) incurred by Secured Party in respect
thereof;
(i) Debtor will immediately notify Secured Party of any change
occurring in or to the Collateral, of any change in Debtor's
principal place of business or chief executive office, of any
change in any fact or circumstance warranted or represented
by Debtor to Secured Party, or if any Event of Default
occurs; and
(j) Debtor will not use the Collateral illegally and, whenever
any of the Collateral includes obligations of third parties
to the Debtor, such Collateral shall conform in all respects
to the applicable requirements of any state or federal
consumer credit law and Debtor shall hold Secured Party
harmless and indemnify Secured Party for any costs, losses or
expenses incurred by Secured Party, including attorney's
fees, arising from any illegality in connection with the
Collateral.
Section 6. Events of Default. Debtor shall be in default under this
Security Agreement upon the happening of any of the following events or
conditions (hereinafter called an "Event of Default"):
(a) if Debtor fails to pay the Secured Indebtedness, or any part
thereof, when it becomes due, whether at the stated maturity, by acceleration,
or otherwise;
(b) if Debtor or any Guarantor fails promptly to keep and perform any
covenant or agreement contained herein or in any other agreement, deed of
trust, mortgage or instrument executed as security for or in connection with
the Secured Indebtedness, or any part thereof;
(c) the occurrence of a default or event of default under any
agreement, assignment, deed of trust, security agreement or any other
instrument or document executed as security for, evidence of, or in connection
with the Secured Indebtedness, or any part thereof;
(d) any statement, representation or warranty in this Security
Agreement, or any agreement, assignment, deed of trust, security agreement or
any other instrument or document executed as security for, evidence of, or in
connection with the Secured Indebtedness, or any part thereof, is false,
misleading, or erroneous in any material respect;
(e) Debtor or any Guarantor shall:
(1) execute a general assignment for the benefit of its creditors,
or
(2) become the subject, voluntarily or involuntarily, of any
bankruptcy, insolvency or reorganization proceeding, or
(3) admit in writing its inability to pay its debts generally as
they become due or fail to pay its debts as they become due,
or
(4) apply for or consent to the appointment of a custodian,
receiver, trustee, or liquidator of itself or of all or a
substantial part of its assets, or
(5) file a voluntary petition seeking protection under any
debtor's relief, or
other insolvency law now or hereafter existing, or
(6) file an answer admitting the material allegations of, or
consenting to, or default in filing an answer to, a petition
filed against it in any bankruptcy, reorganization, or other
insolvency proceedings, or
(7) institute or voluntarily be or become a party to any other
judicial proceedings intended to effect a discharge of its
debts, in whole or in part, or a postponement of the maturity
or the collection thereof, or a suspension of any of the
rights or powers of Secured Party granted in the Note or this
Security Agreement;
(f) an order, judgment, or decree shall be entered by any court of
competent jurisdiction appointing a custodian, receiver, trustee, or liquidator
of Debtor or any Guarantor or of all or any substantial part of its assets;
(9) the failure to have discharged within a period of ten (10) days
after the commencement thereof any attachment, sequestration, or similar
proceedings against any of Debtor's or any Guarantor's assets;
(h) the ownership of the Collateral or any of the Collateral, except
for Inventory sold in the ordinary course of business, or any legal or
equitable interest therein, becomes vested in a person or entity other than
Debtor.
(i) the loss, theft, destruction, reduction in value (other than in
the ordinary course of business), damage to or condemnation of the Collateral,
or any material part of the Collateral, unless such loss is fully covered by
insurance proceeds, and such proceeds are promptly received by Debtor or
Secured Party under the terms of this Security Agreement.
(j) default shall occur in the payment of any material
indebtedness of Debtor or any Guarantor of such indebtedness or any part thereof
or of the Secured Indebtedness or any part of the Secured Indebtedness, or any
such indebtedness shall become due before its stated maturity by acceleration of
the maturity thereof or otherwise, and such default or acceleration, as the case
may be, shall, in the reasonable determination of Secured Party, impair Debtor's
or any such Guarantor's ability to pay the Secured Indebtedness;
(k) Secured Party's liens, mortgages or security interests in any of
the Collateral should become unenforceable, or cease to be first priority
liens, mortgages or security interests; or
(I) the dissolution, liquidation, merger or termination of Debtor of
any Guarantor (or if a Guarantor is an individual, the death of such Guarantor.
However, this clause shall become null and void with respect to Guarantor upon
compliance with Paragraph 3.01 (11) of the Revolving Credit greement of even
date herewith).
Section 7. Secured Party's Rights and Remedies
(a) Secured Party, at any time, either before or after an Event of
Default:
(i) may require Debtor to deposit in a special account
at a bank to be designated by Secured Party in the
name of Secured Party and styled "Collateral
Account" any and all payments received by Debtor
with respect to the Collateral. Funds in such
account are hereby assigned to Secured Party and
shall be impressed with the lien hereof to secure
the Secured Indebtedness;
(ii) may, at the sole option of Secured Party, discharge
taxes, liens and interest, perform or cause to be
performed, for and on behalf of Debtor, any actions
and conditions, obligations or covenants which
Debtor has failed or refused to perform, and may pay
for the repair, maintenance or preservation of any
of the Coilateral, and may do all other things
deemed necessary by Secured Party to perfect
the security interest granted hereby and to
preserve, collect, enforce and protect the
Collateral and any insurance proceeds thereof, and may exercise all
rights of Debtor in the Collateral, and Debtor hereby
appoints Secured Party its attorney-in-fact for such
purposes, and all sums expended therefor, including, but not
limited to, attorneys' fees, court costs, agents' fees or
commissions, or any other costs or expenses, shall become
part of the Secured Indebtedness, shall bear interest from
the date of payment at the highest lawful rate and shall be
payable at the place designated for payment of the Secured
Indebtedness and shall be secured by this Security Agreement;
and
(iii) may, in its sole discretion, require Debtor to give
possession or control of the Collateral to Secured Party;
endorse as Debtor's agent any instruments, documents, or
accounts relating to the Collateral; contact account debtors
directly to verify accounts; notify account debtors and any
other parties liable under the Collateral to make payment
directly
to Secured Party; take control of the Collateral or
proceeds thereof, including, without limitation,
stock or cash dividends or stock splits, and use cash
proceeds to reduce any part of the Secured
Indebtedness; exchange any of the Collateral for
any other property upon any merger, consolidation,
reorganization, recapitalization, or other
readjustment of the issuer thereof and, in
connection therewith, deposit any of the
Collateral with any committee, depositary,
transfer agent, registrar or other designated
agency upon such terms as Secured Party may
determine; and may require Debtor to use its best
efforts to cause the issuer of the Collateral to
register any or all of the Collateral under
applicable securities laws, at the expense of Debtor
or such issuer.
(b) In the event of the occurrence of any Event of Default,
Secured Party may, at its option, in addition to the rights
and remedies provided in Section 7(a) hereof, without demand,
presentment, notice of intention to accelerate, notice of
acceleration or any other notice (which is fully waived):
(i) declare the entire unpaid balance of the principal
of the Secured Indebtedness to be in default and
immediately due and payable, together with all
accrued and unpaid interest thereon, reasonable
attorneys' fees and all other collection charges;
(ii) in addition to the rights and remedies provided in
this Security Agreement, or in any other agreement,
instrument or undertaking executed by Debtor,
invoke the rights and remedies of a secured party
under the U.C.C. and any and all other laws;
(iii) open and dispose of all mail addressed to Debtor and
notify postal authorities to change the address for
delivery thereof to such address as Secured Party
may designate;
(iv) take possession and dispose of all or any portion of the
Collateral, at public or private sale, as a unit or in
parcels, upon any terms and prices and in any order, free
from any claim or right of any kind including any equity of
redemption of Debtor, ANY SUCH DEMAND, RIGHT OR EQUITY BEING
EXPRESSLY WAIVED AND RELEASED: and for such purpose Secured
Party may maintain all or any part of the Collateral on
Debtor's premises for such period of time as may be
reasonably necessary without any charge whatsoever. Upon
Secured Party's demand, Debtor will take all steps necessary
to prepare the Collateral (including without limitation
making any repairs to the Collateral requested by Secured
Party) for and otherwise assist in any proposed disposition
of the Collateral; and assemble the Collateral and make it
available to Secured Party at a reasonably convenient
location. Any disposition of the Collateral may be made by
way of one or more contracts and at any such disposition it
shall not be necessary to exhibit the Collateral.
(c) In addition:
(i) Secured Party shall not be liable for any act or
omission on the part of Secured Party, its officers,
agents, or employees, except for wlilful misconduct.
All rights and remedies of Secured Party hereunder
are cumulative and may be exercised singly or
concurrently. The exercise of any right or remedy
will not be a waiver of any other;
(ii) the rights, titles, interests, liens and securities
of Secured Party hereunder shall be cumulative of
all of the securities, rights, titles, interests or
liens which Secured Party may now or at any time
hereafter hold securing the payment of the Secured
Indebtedness, or any part thereof;
(iii) Secured Party is hereby expressly authorized to
apply by appropriate judicial proceedings for
appointment of a receiver for the Collateral, or any
part thereof, and Debtor hereby expressly consents
to any such appointment;
(iv) Secured Party shall be entitled to apply the proceeds
of any sale or other disposition of the Collateral,
and the payments received by Secured Party with
respect to any of the Collateral, first to the
payment of all its reasonable expenses, including
attorneys' fees and legal expenses, incurred in
holding and preparing the Collateral, or any part
thereof, for sale or other disposition, in arranging
for such sale or other disposition, and in actually
selling the same, and next toward payment of the
balance of the Secured Indebtedness in such order and
manner as Secured Party in its sole discretion may
deem advisable. Secured Party shall account to the
Debtor for any surplus. If the proceeds are not
sufficient to pay the Secured Indebtedness in full,
the Debtor shall remain liable for any deficiency.
Section 8. Miscellaneous
(a) This Security Agreement is executed and delivered in, and the
validity, enforceability and interpretation of this Security
Agreement shall be governed by and construed in accordance
with the laws of the State of New York and the laws of the
United States of America.
(b) This Security Agreement is binding upon and shall inure to
the benefit of the parties hereto and their respective heirs,
executors, representatives, administrators, successors and
assigns.
(c) Any notice of sale, disposition or other action by Secured
Party not waived herein and specifically required by the
U.C.C. and sent to Debtor at Debtor's address shown above, or
at such other address of Debtor as may from time to time be
shown on the records of Secured Party, at least ten (10) days
prior to such action, shall constitute reasonable notice to
Debtor. Notice shall be deemed given or sent when mailed
postage prepaid to Debtor's address.
(d) No failure on the part of Secured Party to exercise, and no
delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof, nor shall any single or
partial exercise by Secured Party of any right, power or
remedy hereunder preclude any other or further exercise
thereof or the exercise or any other right, power or remedy:
the remedies herein provided are cumulative and are not
exclusive of any remedies provided by law.
(e) This Security Agreement shall not be amended in any way except
by a written agreement signed by the parties hereto.
JURY TRIAL WAIVER
DEBTOR AND SECURED PARTY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY
WAIVE,THE RIGHT EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION
BASED HEREIN, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT,
AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION THEREWITH, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS, IWHETHER VERBAL OR WRITTEN)
OR ACTIONS OF EACH PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK
IN ENTERING INTO THIS AGREEMENT. DEBTOR FURTHER ACKNOWLEDGES THAT THIS JURY
TRIAL WAIVER PROVISION HAS BEEN EXPLAINED TO IT BY ITS COUNSEL AND THAT IT
UNDERSTANDS AND AGREES TO SAME.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT THIS AGREEMENT OR ANY
DOCUMENT RELATING HERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK COUNTY OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTING AND DELIVERING THIS AGREEMENT, THE
DEBTOR ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE PARTIES HERETO
IRREVOCABLY WAIVE ANY OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH
ANY OF THEM MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR
PROCEEDING IN SUCH JURISDICTION.
THE DEBTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF
THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE DEBTOR
AT ITS ADDRESS. SUCH SERVICE WILL BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING.
IN WITNESS WHEREOF, this Security Agreement has been executed by the
parties hereto by their respective corporate officers "hereunto duly
authorized, all as of the date first hereinabove written.
United Mizrahi Bank and Trust Company
By: /s/Marvin Factor
Marvin Factor, Vice President
By: /s/ Marion Veitch
Marion Veitch, Vice President
HERTZ COMPUTER CORPORATION
By: /s/ Eli E. Hertz
Eli E. Hertz
STATE OF NEW YORK
COUNTY OF NEW YORK
SWORN TO, SUBSCRIBED AND ACKNOWLEDGED before me this 28th day of June,
1995, by Marvin Factor as Vice President of United Mizrahi Bank and Trust
Company, a New York chartered commericial bank, on behalf of siad bank.
/s/ Eric S. Goldman
Notar Public, State of New York
My Commission Expires:
Eric S. Goldman
Notary Public, State of New York
No. 4989151
Qualified in New York County
Commission Expires Dec. 2, 1993