E-435
Exhibit No. 15
Form 8-K
Headway Corporate Resources, Inc.
SEC File No. 0-23170
LC ACCOUNT AGREEMENT
THIS LC ACCOUNT AGREEMENT (the "Agreement"), dated as of
March 19, 1998, is made between HEADWAY CORPORATE RESOURCES
INC., a Delaware corporation ("Pledgor"), and NATIONSBANK,
NATIONAL ASSOCIATION, a national banking association organized
and existing under the laws of the United States, as agent (the
"Agent") for each of the lenders (the "Lenders" and collectively
with the Agent, the "Secured Parties") now or hereafter party to
the Credit Agreement (as defined below). All capitalized terms
used but not otherwise defined herein shall have the respective
meanings assigned thereto in the Credit Agreement.
WITNESSETH:
WHEREAS, Secured Parties have agreed to provide to the
Pledgor a certain revolving credit facility with a letter of
credit sublimit pursuant to the Credit Agreement dated as of
March 19, 1998 among the Pledgor, the Agent and the Lenders (as
from time to time amended, revised, modified, supplemented or
amended and restated, the "Credit Agreement"); and
WHEREAS, as a condition precedent to the Lenders'
obligations to make the Loans or to issue Letters of Credit,
Pledgor is required to execute and deliver to the Agent a copy of
this Agreement on or before the Effective Time (as defined
herein);
WHEREAS, the Secured Parties are unwilling to enter into the
Loan Documents unless the Pledgor enters into this Agreement;
NOW, THEREFORE, in consideration of the foregoing and the
agreements, provisions and covenants contained herein, Pledgor
and the Agent hereby agree as follows:
1. Definitions. Capitalized terms used in this Agreement
shall have the following meanings:
"Collateral" means (a) all funds from time to time on
deposit in the LC Account; (b) all Investments and all
certificates and instruments from time to time representing or
evidencing such Investments; (c) all notes, certificates of
deposit, checks and other instruments from time to time hereafter
delivered to or otherwise possessed by the Agent for or on behalf
of Pledgor in substitution for or in addition to any or all of
the Collateral described in clause (a) or (b) above; (d) all
interest, dividends, cash, instruments and other property from
time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Collateral
described in clause (a), (b) or (c) above; and (e) to the extent
not covered by clauses (a) through (d) above, all proceeds of any
or all of the foregoing Collateral.
"Effective Time" means the Closing Date as defined in the
Credit Agreement.
"Investments" means those investments, if any, made by the
Agent pursuant to Section 5 hereof.
"LC Account" means the cash collateral account established
and maintained pursuant to Section 2 hereof.
"Secured Obligations" means (i) all Obligations of Pledgor
now existing or hereafter arising under or in respect of the
Credit Agreement or the Notes (including, without limitation,
Pledgor's obligations to pay principal and interest and all other
charges, fees, expenses, commissions, reimbursements, indemnities
and other payments related to or in respect of the obligations
contained in the Credit Agreement or the Notes) or any documents
or agreement related to the Credit Agreement or the Notes; and
(ii) without duplication, all obligations of Pledgor now or
hereafter existing under or in respect of this Agreement,
including, without limitation, with respect to all charges, fees,
expenses, commissions, reimbursements, indemnities and other
payments related to or in respect of the obligations contained in
this Agreement.
2. LC Account; Cash Collateralization of Letters of Credit.
(i) At any time, in the Agent's sole discretion, the
Agent shall establish and maintain at its offices at 100
North Tryon Street, Charlotte, North Carolina, in the name
of the Agent and under the sole dominion and control of the
Agent, a cash collateral account designated as
NationsBank/Headway Corporate Resources Inc. Cash LC
Account (the "LC Account").
(ii) (A) In accordance with Article X of the Credit
Agreement, in the event that an Event of Default has
occurred and is continuing and Pledgor is required to
deposit with the Agent an amount equal to the maximum amount
remaining undrawn or unpaid under the Letters of Credit, or
(B) as otherwise agreed by the parties hereto to provide
cash collateral for the undrawn amount of any Letter of
Credit other than after the occurrence and during the
continuation of an Event of Default, the Agent shall, upon
receipt of any such amounts, deposit such amounts into the
LC Account to be held pursuant to the terms of this
Agreement. Upon a drawing under the Letters of Credit in
respect of which any amounts described above have been
deposited in the LC Account, the Agent shall apply such
amounts to reimburse the Issuing Bank for the amount of such
drawing. In the event the Letters of Credit are canceled or
expire or in the event of any reduction in the maximum
amount available at any time for drawing under such Letters
of Credit (the "Maximum Available Amount"), the Agent shall
apply the amount then in the LC Account less the Maximum
Available Amount immediately after such cancellation,
expiration or reduction, first, to the cash
collateralization of the Letters of Credit if Pledgor has
failed to pay all or a portion of the maximum amounts
described in the first sentence of this clause (ii) and,
second, to the payment in full of the outstanding Secured
Obligations. In the event that the Event of Default
described above has been cured or has been waived in
accordance with Article X of the Credit Agreement, the Agent
shall apply the amount then in the LC Account to the payment
of any charges, fees, expenses, commissions, reimbursements,
indemnities and other payments then due and payable and
related to or in respect of the obligations contained in
this Agreement or withdrawal of such amount from the LC
Account or termination or liquidation of any investment of
such amount and deliver any remaining amounts to the
Pledgor.
(iii) The Agent is hereby authorized to sell, and
shall sell, all or any designated part of the Collateral (A)
so long as no Default or Event of Default shall have
occurred and be continuing, upon the receipt of appropriate
written instructions from Pledgor or (B) in any event if
such sale is necessary to permit the Agent to perform its
duties hereunder or under the Credit Agreement. The Agent
shall have no responsibility and the Pledgor hereby agrees
to hold the Agent and the Lenders harmless for any loss in
the value of the Collateral resulting from a fluctuation in
interest rates or otherwise. The net proceeds of the sale
or payment of any such investment shall constitute part of
the Collateral and be held in the LC Account by the Agent.
3. Pledge; Security for Secured Obligations. Pledgor
hereby grants and pledges to the Agent, for itself and on behalf
of the Secured Parties, a first priority lien and security
interest in, the Collateral now existing or hereafter arising or
acquired, as collateral security for the prompt payment in full
when due, whether at stated maturity, by acceleration or
otherwise (including, without limitation, the payment of interest
and other amounts which would accrue and become due but for the
filing of a petition in bankruptcy or the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code), of
all Secured Obligations.
4. Delivery of Collateral. All certificates or
instruments, if any, representing or evidencing the Collateral
shall be delivered to the Agent for the benefit of the Secured
Parties in the form of immediately available funds.
5. Investing of Amounts in the LC Account; Amounts Held by
the Agent. Cash held by the Agent in the LC Account shall not be
invested or reinvested except as provided in this Section 5.
(i) Except as otherwise provided in Section 12 hereof
and provided that the lien and security interest in favor of
the Agent for the benefit of the Secured Parties remains
perfected, any funds on deposit in the LC Account shall be
invested by the Agent in cash equivalents so long as no
Default or Event of Default shall have occurred and be
continuing, and if a Default or Event of Default shall have
occurred and be continuing, shall be held by the Agent in
cash or invested in cash equivalents as determined by the
Agent in its sole discretion.
(ii) Interest received in respect of Investments of any
amounts on deposit in the LC Account shall be delivered by
Agent to Pledgor on the last Business Day of each fiscal
quarter of the Pledgor or, if earlier, upon cancellation or
expiration of or reduction (by drawing or otherwise) of the
Maximum Available Amount for drawing under the Letters of
Credit, as the case may be, in respect of which such amounts
were so deposited; provided, however, that the Agent shall
not deliver to Pledgor any such interest received in respect
of Investments of any amounts on deposit in the LC Account
if an Event of Default has occurred and is continuing unless
all outstanding Secured Obligations have been indefeasibly
paid in full in cash.
6. Representations and Warranties. In addition to its
representations and warranties made pursuant to Article VII of
the Credit Agreement, Pledgor represents and warrants to the
Agent (for itself and as agent on behalf of the Secured Parties),
that at the time the Pledgor delivers the Collateral (or any
portion thereof) to the Agent, the Pledgor will be the legal and
beneficial owner of the Collateral free and clear of any Lien
except for the lien and security interest created by this
Agreement.
7. Transfers and Other Liens. Pledgor agrees that it will
not (a) sell or otherwise dispose of any of the Collateral, or
(b) create or permit to exist any Lien upon or with respect to
any of the Collateral, except for the lien and security interest
created by this Agreement and the Credit Agreement.
8. The Agent Appointed Attorney-in Fact. Pledgor hereby
appoints the Agent as its attorney-in-fact for the purposes of
carrying out the provisions of this Agreement and taking any
action and executing any instrument which the Agent may
reasonably deem necessary or advisable to accomplish the purposes
hereof, which appointment is coupled with an interest and is
irrevocable; provided, that the Agent shall have and may exercise
rights under this power of attorney only upon the occurrence and
during the continuance of an Event of Default. Without limiting
the generality of the foregoing, upon the occurrence and during
the continuation of an Event of Default, the Agent shall have the
power to receive, endorse and collect all instruments made
payable to Pledgor representing any payment, dividend, or other
distribution in respect of the Collateral or any part thereof and
to give full discharge for the same. In performing its functions
and duties under this Agreement, the Agent shall act solely for
itself and as the agent of the Lenders and the Agent has not
assumed nor shall be deemed to have assumed any obligation
towards or relationship of agency or trust with or for Pledgor.
9. The Agent May Perform. If Pledgor fails to perform any
agreement contained herein, after notice to Pledgor, the Agent
may itself perform, or cause performance of, such agreement, and
the expenses of the Agent incurred in connection therewith shall
be payable by Pledgor under Section 13 hereof.
10. Standard of Care; No Responsibility For Certain
Matters. In dealing with the Collateral in its possession, the
Agent shall exercise the same care which it would exercise in
dealing with similar collateral property pledged by others in
transactions of a similar nature, but it shall not be responsible
for (a) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters
relative to any Collateral, whether or not the Agent has or is
deemed to have knowledge of such matters, (b) taking any steps to
preserve rights against any parties with respect to any
Collateral (other than steps taken in accordance with the
standard of care set forth above to maintain possession of the
Collateral), (c) the collection of any proceeds, (d) any loss
resulting from Investments made pursuant to Section 5 hereof, or
(e) determining (x) the correctness of any statement or
calculation made by Pledgor in any written instructions, or (y)
whether any deposit in the LC Account is proper.
11. Remedies upon Acceleration; Application of Proceeds.
If the Borrower shall fail to perform any action required
hereunder or shall otherwise breach any term or provision hereof
(a "Default" hereunder) which Default shall not have been waived
in accordance with Section 12.6 of the Credit Agreement:
(i) The Agent may and shall at the request of the
Required Lenders exercise in respect of the Collateral, in
addition to other rights and remedies provided for herein
otherwise available to it, all the rights and remedies of a
secured party on default under the Uniform Commercial Code
(the "Code") as in effect in the State of New York at that
time, and the Agent may, without notice except as specified
below, sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any exchange or
broker's board or at any of the Agent's offices or
elsewhere, for cash, on credit or for future delivery, and
at such price or prices, and upon such other terms as the
Agent may deem commercially reasonable. Pledgor agrees
that, to the extent notice of sale shall be required by law,
at least ten (10) days' notice to Pledgor of the time and
place of any public sale or the time after which any private
sale is to be made shall constitute reasonable notification.
The Agent shall not be obligated to make any sale of the
Collateral regardless of notice of sale having been given.
The Agent may adjourn any public or private sale from time
to time by announcement at the time and place fixed
therefor, and such sale may, without further notice, be made
at the time and place to which it was so adjourned.
(ii) In addition to the remedies set forth in part (i)
above and subject to the provisions of Section 2(ii) hereof,
any cash held by the Agent as Collateral and all cash
proceeds received by the Agent in respect of any sale of,
collection from, or other realization upon all or part of
the Collateral shall be applied (after payment of any
amounts payable to the Agent pursuant to Section 13 hereof)
by the Agent to pay the Secured Obligations pursuant to
Section 10.5 of the Credit Agreement.
12. Expenses. In addition to any payments of expenses of
Agent pursuant to the Credit Agreement or the other Loan
Documents, Pledgor agrees to pay promptly to the Agent all the
reasonable costs and expenses, including reasonable attorneys
fees and expenses, which the Agent may incur in connection with
(a) the custody or preservation of, or the sale of, collection
from, or other realization upon, any of the Collateral, (b) the
exercise or enforcement of any of the rights of the Agent
hereunder, or (c) the failure by Pledgor to perform or observe
any of the provisions hereof.
13. No Delays Waiver, Etc. No delay or failure on the part
of the Agent in exercising, and no course of dealing with respect
to, any power or right hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise by the Agent of
any power or right hereunder preclude other or further exercise
thereof or the exercise of any other power or right. The
remedies herein provided are to the fullest extent permitted by
law cumulative and are not exclusive of any remedies provided by
law.
14. Amendments, Etc. No amendment, modification,
termination or waiver of any provision of this Agreement, or
consent to any departure by Pledgor therefrom, shall in any event
be effective without the written concurrence of the Agent.
15. Continuing Security Interest; Termination. This
Agreement shall create a continuing security interest in the
Collateral, as it may exist from time to time, and shall (a)
remain in full force and effect until the occurrence of the
Collateral Termination Date, (b) be binding upon Pledgor, its
successors and assigns, and (c) inure to the benefit of the
Agent, the Secured Parties and their respective successors,
transferees and assigns. Without limiting the generality of the
foregoing clause (c) and subject to the provisions of the Credit
Agreement, any Lender may assign or otherwise transfer any Note
held by it to any other person or entity, and such other person
or entity shall thereupon become vested with all the benefits in
respect thereof granted to such Lender herein or otherwise. Upon
the occurrence of the Collateral Termination Date, the Pledgor
shall be entitled to the return, upon its request and at its
expense, of such of the Collateral as shall not have been sold or
otherwise applied pursuant to the terms hereof.
16. Successors and Assigns. Whenever in this Agreement any
of the parties hereto is referred to, such reference shall be
deemed to include the and assigns of such party and all
covenants, promises, and agreements by or on behalf of the
Pledgor or by and on behalf of the Agent shall bind and inure to
the benefit of the and assigns of the Pledgor, the Agent and the
Lenders.
17. AntiMarshalling Provisions. The right is hereby given
by the Pledgor to the Agent, for the benefit of the Secured
Parties, to make releases (whether in whole or in part) of all or
any part of the Collateral agreeable to the Agent without notice
to, or the consent, approval or agreement of other parties and
interests, including junior lienors, which releases shall not
impair in any manner the validity of or priority of the Liens and
security interests in the remaining Collateral conferred under
such documents, nor release the Pledgor from personal liability
for the Secured Obligations hereby secured. Notwithstanding the
existence of any other security interest in the Collateral held
by the Agent, for the benefit of the Secured Parties, the Agent
shall have the right to determine the order in which any or all
of the Collateral shall be subjected to the remedies provided in
this Agreement. The proceeds realized upon the exercise of the
remedies provided herein shall be applied by the Agent, for the
benefit of the Secured Parties, in the manner provided in Section
10.5 of the Credit Agreement. The Pledgor hereby waives any and
all right to require the marshalling of assets in connection with
the exercise of any of the remedies permitted by applicable law
or provided herein.
18. Absolute Rights and Obligations. All rights of the
Secured Parties, and all obligations of the Pledgor hereunder,
shall be absolute and unconditional irrespective of:
1. any change in the time, manner or place of payment
of, or in any other term of, all or any of the Secured
Obligations, or any other amendment or waiver of or any
consent to departure from, the Credit Agreement or any other
Loan Document, including, but not limited to, (i) an
increase or decrease in the Secured Obligations and (ii) an
amendment of any Loan Document to permit the Agent or the
Lenders or any one or more of them to extend further or
additional credit to the Pledgor in any form including
credit by way of loan, purchase of assets, guarantee or
otherwise, which credit shall thereupon be and become
subject to the Credit Agreement and the other Loan Documents
as a Secured Obligation;
2. any taking and holding of collateral or guarantees
(including without limitation any collateral pledged as
security for the Secured Obligations under the other
Security Instruments) for all or any of the Secured
Obligations; or any amendment, alteration, exchange,
substitution, transfer, enforcement, waiver, subordination,
termination or release of any such collateral or guarantees,
or any nonperfection of any such collateral, or any consent
to departure from any such guaranty;
3. any manner of application of collateral, or
proceeds thereof, securing payment or enforcement of all or
any of the Secured Obligations, or the manner of sale of any
such collateral;
4. any consent by the Secured Parties to the change,
restructure or termination of the corporate structure or
existence of the Pledgor and any corresponding restructure
of the Secured Obligations, or any other restructure or
refinancing of the Secured Obligations or any portion
thereof;
5. any modification, compromise, settlement or
release by the Secured Parties, by operation of law or
otherwise, collection or other liquidation of the Secured
Obligations or the liability of the Pledgor or any Guarantor
or of any collateral for the Secured Obligation (including
without limitation any collateral pledged as security for
the Secured Obligations under the other Security
Instruments), in whole or in part, and any refusal of
payment by the Agent or any Lender in whole or in part, from
any obligor or Guarantor in connection with any of the
Secured Obligations, whether or not with notice to, or
further assent by, or any reservation of rights against, the
Pledgor; or
6. any other circumstance (including without
limitation any statute of limitations) that might otherwise
constitute a defense available to, or a discharge of, the
Pledgor or any Guarantor.
The granting of a Security Interest in the Collateral shall
continue to be effective or be reinstated, as the case may be, if
at any time any payment of any of the Secured Obligations is
rescinded or must otherwise be returned by any Secured Party,
upon the insolvency, bankruptcy or reorganization of the Pledgor
or otherwise, all as though such payment had not been made.
19. Entire Agreement. This Agreement, together with the
Credit Agreement, the Guaranty and other Loan Documents,
constitutes and expresses the entire understanding between the
parties hereto with respect to the subject matter hereof, and
supersedes all prior agreements and understandings, inducements,
commitments or conditions, express or implied, oral or written,
except as herein contained. The express terms hereof control and
supersede any course of performance or usage of the trade
inconsistent with any of the terms hereof. Neither this
Agreement nor any portion or provision hereof may be changed,
altered, modified, supplemented, discharged, canceled,
terminated, or amended orally or in any manner other than by an
agreement, in writing signed by the parties hereto.
20. Further Assurances. The Pledgor agrees at its own
expense to do such further acts and things, and to execute and
deliver such additional conveyances, assignments, financing
statements, agreements and instruments, as the Agent may at any
time reasonably request in connection with the administration or
enforcement of this Agreement or related to the Collateral or any
part thereof or in order better to assure and confirm unto the
Agent its rights, powers and remedies for the benefit of the
Secured Parties hereunder. The Pledgor hereby consents and
agrees that the issuers of or obligors in respect of the
Collateral shall be entitled to accept the provisions hereof as
conclusive evidence of the right of the Agent, on behalf of the
Secured Parties, to exercise its rights hereunder with respect to
the Collateral, notwithstanding any other notice or direction to
the contrary heretofore or hereafter given by any Pledgor or any
other Person to any of such issuers or obligors.
21. Binding Agreement; Assignment. This Agreement, and the
terms, covenants and conditions hereof, shall be binding upon and
inure to the benefit of the parties hereto, and to their
respective and assigns, except that the Pledgor shall not be
permitted to assign this Agreement or any interest herein or in
the Collateral, or any part thereof, or otherwise pledge,
encumber or grant any option with respect to the Collateral, or
any part thereof, or any cash or property held by the Agent as
Collateral under this Agreement. All references herein to the
Agent shall include any successor thereof, each Lender and any
other obligees from time to time of the Obligations.
22. Swap Agreements. All obligations of the Borrower under
Swap Agreements to which any Lender or its affiliates are a party
shall be deemed to be Secured Obligations secured hereby, and
each Lender or affiliate of a Lender party to any such Swap
Agreement shall be deemed to be a Secured Party hereunder.
23. Severability. In case any Lien, security interest or
other right of any Secured Party or any provision hereof shall be
held to be invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability shall not affect any other Lien,
security interest or other right granted hereby or provision
hereof.
24. Counterparts. This Agreement may be executed in any
number of counterparts and all the counterparts taken together
shall be deemed to constitute one and the same instrument.
25. Indemnification. Without limitation of Section 12.9 of
the Credit Agreement or any other indemnification provision in
any Loan Document, the Pledgor hereby covenants and agrees to
pay, indemnify, and hold the Secured Parties harmless from and
against any and all other out-of-pocket liabilities, costs,
expenses or disbursements of any kind or nature whatsoever
arising in connection with any claim or litigation by any Person
resulting from the execution, delivery, enforcement, performance
and administration of this Agreement or the Loan Documents, or
the transactions contemplated hereby or thereby, or in any
respect relating to the Collateral or any transaction pursuant to
which the Pledgor has incurred any Obligation (all the foregoing,
collectively, the "indemnified liabilities"); provided, however,
that the Pledgor shall have no obligation hereunder with respect
to indemnified liabilities directly or primarily arising from
the willful misconduct or gross negligence of the Agent or any
Lender. The agreements in this subsection shall survive
repayment of all Secured Obligations, termination or expiration
of this Agreement and occurrence of the Collateral Termination
Date.
26. Remedies Cumulative. All remedies hereunder are
cumulative and are not exclusive of any other rights and remedies
of the Agent provided by law or under the Credit Agreement, the
other Loan Documents, or other applicable agreements or
instruments. The making of the Loans to the Borrower pursuant to
the Credit Agreement and the extension of the Revolving Credit
Facility and the Term Loan Facility to the Borrower pursuant to
the Credit Agreement shall be conclusively presumed to have been
made or extended, respectively, in reliance upon the Pledgor's
pledge of the Collateral pursuant to the terms hereof.
27. Notices. Any notice required or permitted hereunder
shall be given, (a) with respect to the Pledgor, at the address
of the Borrower indicated in Section 12.2 of the Credit Agreement
and (b) with respect to the Agent or a Lender, at the Agent's
address indicated in Section 12.2 of the Credit Agreement. All
such notices shall be given and shall be effective as provided in
Section 12.2 of the Credit Agreement.
29. Governing Law; Waiver of Jury Trial, Etc.
(a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED,
IN SUCH STATE NOTWITHSTANDING ITS EXECUTION AND DELIVERY
OUTSIDE SUCH STATE.
(b) THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY
AGREES AND CONSENTS THAT ANY SUIT, ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREIN MAY BE INSTITUTED IN ANY
STATE OR FEDERAL COURT SITTING IN THE COUNTY OF NEW YORK,
STATE OF NEW YORK, UNITED STATES OF AMERICA AND, BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, EXPRESSLY WAIVES
ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE
LAYING OF THE VENUE IN, OR TO THE EXERCISE OF JURISDICTION
OVER IT AND ITS PROPERTY BY ANY SUCH COURT IN ANY SUCH SUIT,
ACTION OR PROCEEDING, AND IRREVOCABLY SUBMITS GENERALLY AND
UNCONDITIONALLY TO THE JURISDICTION OF ANY SUCH COURT IN ANY
SUCH SUIT, ACTION OR PROCEEDING.
(c) THE PLEDGOR AGREES THAT SERVICE OF PROCESS MAY BE
MADE BY PERSONAL SERVICE OF A COPY OF THE SUMMONS AND
COMPLAINT OR OTHER LEGAL PROCESS IN ANY SUCH SUIT, ACTION OR
PROCEEDING, OR BY REGISTERED OR CERTIFIED MAIL (POSTAGE
PREPAID) TO THE ADDRESS OF SUCH PARTY PROVIDED IN SECTION
12.2 OF THE CREDIT AGREEMENT OR BY ANY OTHER METHOD OF
SERVICE PROVIDED FOR UNDER THE APPLICABLE LAWS IN EFFECT IN
THE STATE OF NEW YORK.
(d) NOTHING CONTAINED IN SUBSECTIONS (b) OR (c) HEREOF
SHALL PRECLUDE ANY SECURED PARTY FROM BRINGING ANY SUIT,
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT IN THE COURTS OF ANY
JURISDICTION WHERE THE PLEDGOR OR ANY OF ITS PROPERTY OR
ASSETS MAY BE FOUND OR LOCATED. TO THE EXTENT PERMITTED BY
THE APPLICABLE LAWS OF ANY SUCH JURISDICTION, THE PLEDGOR
HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH
COURT AND EXPRESSLY WAIVES, IN RESPECT OF ANY SUCH SUIT,
ACTION OR PROCEEDING, OBJECTION TO THE EXERCISE OF
JURISDICTION OVER IT AND ITS PROPERTY BY ANY SUCH OTHER
COURT OR COURTS WHICH NOW OR HEREAFTER MAY BE AVAILABLE
UNDER APPLICABLE LAW.
(e) IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND
ANY RIGHTS OR REMEDIES UNDER OR RELATED TO THIS AGREEMENT OR
ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED
OR THAT MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH
THE FOREGOING, EACH PARTY HEREBY AGREES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, THAT ANY SUCH ACTION OR
PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A
JURY AND HEREBY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT THAT SUCH PERSON MAY HAVE TO
TRIAL BY JURY IN ANY SUCH ACTION OR PROCEEDING.
IN WITNESS WHEREOF, Pledgor and the Agent have caused this
Agreement to be duly executed and delivered by their respective
officers thereunto duly authorized as of the date first above
written.
HEADWAY CORPORATE RESOURCES, INC.
By: (Signature)
NATIONSBANK, NATIONAL ASSOCIATION, as
Agent
By: (Signature)