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EXHIBIT 10.5




MORTGAGE AND ASSIGNMENT AGREEMENT




     This Mortgage and Assignment Agreement (the Mortgage) is made by:




     eTELECARE GLOBAL SOLUTIONS, INC., a corporation duly organized and existing
under the laws of the Philippines, with a principal office at 31/F Cyber One
Building, Eastwood City Cyberpark, Libis, Quezon City, Philippines, and executive
offices at 12/F PBCom Tower, 6795 Ayala Avenue, Makati City, Philippines (the
Mortgagor)



in favor of





     WELLS FARGO BANK, NATIONAL ASSOCIATION, a National banking association, United
States of America, with office address at 100 West Washington, Phoenix, Arizona,
85003, United States of America (Wells Fargo or Lender);



with the conformity of




     eTELECARE GLOBAL SOLUTIONS-US, INC., a corporation duly organized and existing
under the laws of the state of Delaware, United States of America, with office
address at 8901 E. Raintree, Suite 100, Scottsdale, Arizona, 85260, United States of
America and eTELECARE GLOBAL SOLUTIONS-AZ, INC., a corporation duly organized and
existing under the laws of the state of Arizona, United States of America, with
office address at 8901 E. Raintree, Suite 100, Scottsdale, Arizona, 85260, United
States of America (the Borrowers).



WITNESSETH:



WHEREAS, for purposes of securing the payment and performance of all the obligations of (i) the
Borrowers under a Credit Agreement dated 23 July 2007 between the Borrowers and Wells Fargo; (ii)
the Borrowers under a Revolving Line of Credit Note dated 23 July 2007 by Borrowers in favor of
Wells Fargo; and (iii) the Borrowers under a Security Agreement dated 23 July 2007 between the
Borrowers and Wells Fargo, the Mortgagor has issued a Continuing Guaranty dated 23 July 2007 (the
Guaranty);



WHEREAS, for purposes of securing the payment and performance of all the obligations of the
Mortgagor (in its capacity as Guarantor) under the Guaranty, the Mortgagor has been required to
deliver an absolute and continuing security interest in favor of Wells Fargo over, among others,
the Mortgagor’s personal property, receivables, and rights identified in this Agreement, to secure
the full, prompt, faithful, and satisfactory payment and performance by the Borrowers of the
obligations under the Credit Agreements, Revolving Line of Credit Note, the Security Agreement, the
Guaranty, and all other agreements required or ancillary thereto (collectively, the Credit and
Security Agreements).




NOW, THEREFORE:




 









 







	 	 	 
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For and in consideration of the foregoing premises and as security for the obligations and
undertakings of the Mortgagor (in its capacity as Guarantor) under the Guaranty and the obligations
and undertakings of the Mortgagor hereunder, and all sums (whether principal, interest, fees, or
otherwise) which are or at any time may be or become due or owing by the Mortgagor to the Lender,
actually or contingently, under or in connection with the Credit and Security Agreements, the
Mortgagor does, by these presents, hereby deliver and assign to the Lender by way of first
mortgage, the Mortgaged Properties (as defined below).



This Mortgage is constituted under the following conditions:



1. Secured Obligations



The obligations secured by this Mortgage are the payment and performance of: all obligations of
Mortgagor under this Agreement, the Continuing Guaranty dated 23 July 2007 by the Mortgagor in
favor of the Lender and any other agreements executed and delivered by the Mortgagor in connection
with the foregoing (the Secured Obligations).



2. Mortgaged Properties



The properties herein mortgaged and assigned (the Mortgaged Properties) are the following:





	2.1	 	The personal properties set forth and particularly described and located on any property,
owned or leased, and inventory, goods held for sale or lease or be furnished under contracts
for service, or goods, so leased or furnished, raw materials, component parts, work in process
and other materials used or consumed in the business, now or at any time hereafter owned or
acquired by Mortgagor, wherever located, and all products thereof, whether in the possession
of Mortgagor, any warehousemen, any bailee or any other person, or in process of delivery, and
whether located at Mortgagor’s places of business or elsewhere, all as indicated in the List
of Mortgaged Personal Properties attached to and which form an integral part hereof as Annex
“A”, all improvements, replacements, substitutions, increases, additions, accessories, and
accretions thereto and embedded software included therein, all such goods after they have been
severed and removed from any of said real property, whether or not covered by a separate list
or supplemental mortgage and whether or not separately registered, and all additional
properties or collateral hereafter mortgaged or deemed mortgaged under the terms hereof (the
Mortgaged Personal Properties).






	2.2	 	Any and all of the Mortgagor’s receivables including but not limited to the following (the
Assigned Receivables):





     (a) All monies now or hereafter payable to the Mortgagor by:




	 	(i)	 	any person for services rendered by the Mortgagor pursuant to
its business including but not limited to the monies to be paid by its clients
and customers pursuant to the service Agreements, letters of intent, and other
similar contracts identified in Annex “B” hereof;
	 
	 	(ii)	 	any person pursuant to any agreement including, but not limited
to liquidated damages, insurance claims, warranties, and guarantees;




 









 







	 	 	 
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	 	(iii)	 	any person in respect of sales of assets and other cash
inflows;
	 
	 	(iv)	 	the Government of the Republic of the Philippines for tax
recoveries and refunds paid in cash;
	 
	 	(v)	 	other parties in respect of proceeds of any performance
security or guarantee required under any agreement; and
	 
	 	(vi)	 	all other receivables received by or for the account of the
Mortgagor.






(b) All monies whether in the form of principal, interest, coupons, or other fruits
in the bank accounts listed in Annex “C”, now or hereafter existing (the Assigned
Deposits);




(c) Any and all proceeds of the receivables in Section 2.2(a) above, now or
hereafter existing; and




(d) All receivables of the kind described in Section 2.2(a) above which the
Mortgagor may acquire at any time during the continuation of this Mortgage.




	2.3	 	Any and all of its rights, title and interest, including but not limited to the following
(the Assigned Rights), including the rights arising from the contracts and documents held by
Mortgagor:






	 	(a)	 	all chattel paper (including without limitation, all tangible chattel paper and
all electronic chattel paper);
	 
	 	(b)	 	all letter of credit rights (whether or not the respective letter of credit is
evidenced by writing);
	 
	 	(c)	 	all computer programs of the Mortgagor and all intellectual property rights
therein and all other proprietary information of the Mortgagor including but not
limited to domain names and trade secret rights;
	 
	 	(d)	 	all copyrights;
	 
	 	(e)	 	all patents;
	 
	 	(f)	 	all marks, together with the registration and right to all renewals thereof,
and the goodwill of the business of the Mortgagor symbolized by the marks;
	 
	 	(g)	 	all licenses, management contracts, marketing and sales agreements, escrow
contracts, indemnity agreements, insurance policies, service or maintenance agreements,
supporting obligations and other similar contracts of every kind in which together with
all rights arising thereunder;
	 
	 	(h)	 	all permits, to the extent transferable under the terms thereof;




 









 







	 	 	 
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	 	(i)	 	all general intangibles;
	 
	 	(j)	 	all supporting obligations;
	 
	 	(k)	 	all guarantees and warranties;
	 
	 	(l)	 	all accounts, deposit accounts, contract rights, instruments, promissory notes,
documents, payment intangibles, investment property, software, health-care insurance
receivables and other rights to payment of every kind now existing or at any time
hereafter arising;
	 
	 	(m)	 	all money and property heretofore, now or hereafter delivered to or deposited
with ender or otherwise coming into the possession, custody or control of ender (or any
agent or bailee of Lender) in any manner or for any purpose whatsoever during the
existence of this Agreement and whether held in a general or special account or deposit
for safekeeping or otherwise;
	 
	 	(n)	 	all insurance policies, including any renewals thereof; and
	 
	 	(o)	 	all rights of the kind described in paragraphs (a) to (o) of this Section 2.3
which the Mortgagor may acquire at any time during the continuation of this Mortgage or
any proceeds thereof.






	2.4	 	During the effectivity of this Mortgage, the Mortgagor shall send a written notice to the
Lender of any acquisition of any (i) additional personal property as contemplated in Section
2.1 with a value of at least Php1,000,000.00, in a single or series of transactions; or (ii)
new or additional receivables pursuant to new, renewed, or supplemental service contracts or
similar agreements pursuant to Section 2.2(c). Such written notice shall be sent within 30
Business Days: (i) in case of additional personal property, from the date of acquisition of
personal property worth at least Php1,000,000.00 in a single transaction (or, in case of a
series of transactions, from the date of the purchase which will cause the value of the
property purchased to exceed Php1,000,000.00); and (ii) in case of new receivables, from the
date of the execution of the contract. The notice shall be accompanied with a supplemental
mortgage (the Mortgage Supplement) to cover such additional personal property or additional
receivables.





3. Registration





	3.1	 	Within 30 days from the execution of this Mortgage, the Mortgagor shall, at its own cost and
expense, (i) cause this Mortgage to be registered with the appropriate registries of deeds and
other registries and agencies as may be required by law in order to make the Mortgage fully
effective, (ii) perform such other acts, deeds, registrations, deposits and formalities
necessary or advisable to give full effect to, ensure the validity of, and render enforceable
against the Mortgagor and all third parties, this Mortgage, and (iii) furnish the Lender with
evidence reasonably satisfactory to the Lender, that such registration and all acts, deeds,
deposits and formalities, as required hereunder have been made and performed.




 









 







	 	 	 
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	3.2	 	Within 30 days after the date of execution of the Mortgage Supplement, Mortgagor shall, at
its own cost and expense, (i) cause the registration of the Mortgage Supplement with all the
appropriate registries of deeds and other registries and agencies as may be required by law in
order to make the Mortgage Supplement fully effective, (ii) perform such other acts, deeds,
registrations, deposits and formalities necessary or advisable to give full effect to, ensure
the validity of, and render enforceable against Mortgagor and all third parties, such Mortgage
Supplement, and (iii) furnish the Lender with evidence reasonably satisfactory to it, that
such registration and all acts, deeds, deposits or formalities, as required hereunder have
been made and performed.






	3.3	 	Mortgagor hereby authorizes Lender to file financing statements in the appropriate filing
office of Washington, DC in the United States of America to perfect Lender’s security interest
described herein, if Lender deems such filing necessary.





4. Right to Inspect Premises of Mortgagor



The Lender, its officers, agents, and/or representatives, shall have the right to enter the
premises of the Mortgagor or of any person where the Mortgaged Personal Properties are located at
any time at a reasonable hour of the day, with prior written notice, in order to inspect and
determine the condition and value of the Mortgaged Personal Properties, Provided, that the Lender,
its officers, agents, and/or representatives shall take into consideration any reasonable security
measures of the Mortgagor and that, to the extent practicable, such Lender, its officers, agents,
and/or representatives will undertake to minimize any interference with the business being
conducted by the Mortgagor.




5. Default



The Mortgagor is in default within the meaning and contemplation of this Mortgage when the
Mortgagor or the Borrowers is in default under the Credit and Security Agreements or the other
Security Documents identified thereunder, or when the Mortgagor or Borrowers is in breach of a
representation, warranty, covenant, or any other provision of this Mortgage, without need for
further notice to the Mortgagor.




6. Effects of Default by the Mortgagor



Default by the Mortgagor within the meaning and contemplation of Section 5 shall, without need for
any notice or demand or any act or deed, all of which are hereby waived, have the same effects and
entitle the Lender to exercise the same remedies provided for in the Credit and Security
Agreements, in addition to the following, all of which shall be alternative, concurrent, and
cumulative, unless prohibited by law:





	6.1	 	The Lender shall have the right to immediately foreclose on this Mortgage in accordance with
Section 7 below and shall have the rights, powers, and remedies set forth in said Section;






	6.2	 	The Lender shall have the right to be appointed as receiver, without bond, for the Mortgaged
Properties, as set forth in Section 7.2 below; and






	6.3	 	The Lender shall have the right to exercise any and all other rights and remedies available
to it under this Mortgage, under other contracts contemplated by the Credit and Security
Agreements or under present or future laws of the Philippines or elsewhere.




 









 







	 	 	 
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7. Foreclosure



Foreclosure, as and when it becomes vested as a right of the Lender, shall, at the sole discretion
of the Lender, be either judicial or extra-judicial, and shall entitle the Lender to the following
alternative, concurrent, and/or cumulative remedies without need for any further act or deed.





	7.1	 	The Lender shall be entitled and is hereby irrevocably appointed attorney-in-fact of the
Mortgagor with full power and authority to enter the premises where any of the Mortgaged
Personal Properties is located and to take actual possession and control thereof without need
of any order of any court nor any written permission from the Mortgagor, and with special
power to sell any of the Mortgaged Properties, at a public auction or private sale, at the
option of the Lender. In any such case and until the Secured Obligations are fully paid, the
Lender, is hereby authorized and empowered: (i) to hold and retain possession and control of
any of the Mortgaged Personal Properties; (ii) to operate, administer, and manage the same and
from time to time make all needful repairs, additions, and improvements on the Mortgaged
Personal Properties as may be deemed necessary and proper; (iii) to receive, if any, the
rents, revenues, earnings, income, products, and profits thereof, and out of the same, pay all
proper costs, liabilities, and expenses of so taking, holding, administering, and managing the
same; and (iv) apply the balance in the manner provided in the Credit and Security Agreements.






	7.2	 	The Lender shall have the right and is hereby given by the Mortgagor full power and authority
to sell the Mortgaged Properties in their entirety, or in such lots or parcels as the Lender
shall determine, at public auction or private sale at such place or places as the Lender may
so determine unless otherwise specifically required by law to be held elsewhere. The manner
and procedure for effecting the sale of all or any part of the Mortgaged Properties including
the giving of notices for such sale, if made extra-judicially shall be governed by the
applicable provisions of Act No. 1508, as amended, and other pertinent laws of the Republic of
the Philippines. If the sale of all or any part of the Mortgaged Properties is to be effected
judicially, the manner and procedure for so doing shall be governed by the applicable
provisions of the Rules of Court and other pertinent laws of the Republic of the Philippines.
In case of judicial foreclosure, the Lender, or any of its officers, employees, or
representatives, may be appointed as receiver, without any bond, to take charge of the
Mortgaged Properties at once and receive, hold, and apply the profits and other income or
benefits derived from the Mortgaged Properties before the sale to cover the expenses of
receivership, expenses of collection and attorney’s fees herein fixed and other expenses. The
Mortgagor and the Lender may be bidders at the sale of the Mortgaged Properties or any portion
thereof, whether under the foreclosure proceedings or under the power of sale herein provided,
or otherwise.






	7.3	 	Without limiting the generality of the foregoing, the Lender shall be entitled to (i) collect
from the Mortgagor any amount received by the Mortgagor by way of payment, liquidation or
otherwise of the Assigned Receivables, (ii) collect directly from the client or customer of
the Mortgagor, as attorney-in-fact of the Mortgagor, any payment due on the contracts covering
the Assigned Receivables, and (iii) withdraw from and otherwise operate the Assigned Deposit
as attorney-in-fact of the Mortgagor. The amounts collected in paragraphs (i), (ii) and (iii)
of this Section shall be placed in a bank account to be opened, owned, and maintained by the
Lender for this purpose, to be disposed of in accordance with this Mortgage.




 









 







	 	 	 
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	7.4	 	Without limiting the generality of the foregoing, the Lender is hereby authorized and fully
empowered to apply any funds of the Mortgagor (whether coming from the Assigned Deposit or
otherwise) and/or offset such funds against any obligation of the Borrowers or the Mortgagor
pursuant to this Mortgage or related agreement.






	7.5	 	Without limiting the generality of the foregoing, the Lender shall be entitled and is hereby
irrevocably appointed attorney-in-fact of the Mortgagor with full power and authority to
exercise any of the Assigned Rights pursuant to this Mortgage or related agreement. The
Mortgagor shall perform any and all acts and execute all necessary documents to ensure the
transfer of the Assigned Rights under this Mortgage.





8. Representations and Warranties



The Mortgagor and Borrowers hereby represent and warrant as follows:





	8.1	 	The Mortgagor and the Borrowers have all the requisite power and authority to execute and
deliver this Mortgage and perform their obligations hereunder, and that the persons signing
hereunder on their behalf are each duly authorized to execute this Mortgage for and on their
behalf.






	8.2	 	This Mortgage and all other documents and deeds related or supplemental hereto have been
authorized by all necessary acts and deeds (including government authorization, if any, is
required) and when executed and delivered as contemplated by this Mortgage and registered in
the appropriate registries of deeds in accordance with Section 3, will be valid, binding, and
enforceable in accordance with their respective terms.






	8.3	 	The Mortgagor is the absolute owner in fee simple and is in lawful possession of the
Mortgaged Properties, free and clear from any and all liens, encumbrances, and adverse claims
of whatever kind and nature; the Mortgagor has full power and authority to mortgage the same
under the terms hereof; and there is no legal or contractual impediment which would in any way
impair the validity or enforcement of this Mortgage.





9. Covenants of the Mortgagor



As long as any portion of the Secured Obligations remains unpaid, the Mortgagor hereby covenants
and undertakes as follows:





	9.1	 	The Mortgagor shall, at its own expense and account (i) warrant and defend the title to all
the Mortgaged Properties for the benefit of the Lender pursuant to this Mortgage; (ii) notify
the Lender of any action against, or deeds and papers adversely affecting, the Mortgaged
Properties; and (iii) deliver to the Lender copies of any deeds, papers, communications, and
notices from whomsoever adversely affecting the Mortgaged Properties.






	9.2	 	The Mortgagor shall at all times, maintain, preserve, and keep the Mortgaged Personal
Properties in good repair, in working order and efficiently operating condition and equipped
with suitable equipment and appliances, and shall accordingly make all needful repairs,
retirements or renewals




 









 







	 	 	 
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		 	on the Mortgaged Personal Properties.






	9.3	 	The Mortgagor shall promptly pay or provide for the payment and discharge of all taxes,
assessments, levies, or other governmental charges, if any, on the Mortgaged Properties, and
shall not, by reason thereof, suffer any lien to be hereafter created upon the Mortgaged
Properties, or any part thereof.






	9.4	 	The Mortgagor shall promptly notify the Lender of any levy, assessment or imposition of any
levy or charge, or the filing of any lien on the Mortgaged Properties and will take steps
necessary to prevent the Mortgaged Properties or any part thereof, from being subjected to the
possibility of loss, forfeiture or sale.






	9.5	 	Subject to Section 13, the Mortgagor shall not sell, assign, transfer, alienate, lease,
pledge, mortgage, or in any other manner dispose or create a lien or encumbrance on the
Mortgaged Properties or any part thereof without the prior written consent of the Lender. If
any of the Mortgaged Properties shall be sold, assigned, transferred, alienated, leased,
pledged, mortgaged or in any other manner disposed of otherwise than with the prior written
consent of the Lender, then to the extent permitted by any judicial or direct means which may
then be available or permitted under the circumstances, the relevant Mortgaged Properties
being the subject thereof may be repossessed, at the expense of the Mortgagor.
	 
	 	 	If, notwithstanding this Section 9.5, the Mortgagor shall create or permit to exist any lien
on any of the Mortgaged Properties in favor of any third party, the same shall, without
prejudice to any rights and remedies that the Lender may have under this Mortgage or under
the Credit and Security Agreements or under any applicable law, be and remain junior in rank
to this Mortgage until all of the Secured Obligations are fully paid.






	9.6	 	The Mortgagor shall pay or provide for the payment and discharge of statutory liens on the
Mortgaged Properties.






	9.7	 	The Mortgagor shall, at its own expense, keep all the Mortgaged Properties adequately insured
against loss or damage to the extent and against contingencies as specified by the Lender (or
in the absence of such specification, to the same extent and against the same contingencies
that properties of a similar character are usually or customarily insured by the companies
similarly situated and operating like properties) with reputable insurance companies
acceptable to the Lender. The Mortgagor shall promptly and fully pay the insurance premiums
thereon and comply with all the stipulated covenants with the insurer to preserve and maintain
the insurance on the Mortgaged Properties.






	9.8	 	Promptly after becoming aware thereof, the Mortgagor shall notify the Lender in writing of
any loss, damage, or depreciation in value over and above the regularly scheduled depreciation
in accordance with Philippine Financial Reporting Standards, whether resulting from a single
event or a series of events, which would result in a loss or decrease in the aggregate fair
market value of the Mortgaged Personal Properties of at least PhP3,000,000.00 and the extent
of the loss, damage or depreciation. In such cases (subject to its receipt of proceeds of any
insurance by the Lender in accordance with this Mortgage which shall be applied in accordance
with the Credit and Security Agreements), and within 60 Business Days, the Mortgagor shall
replace or repair such Mortgaged




 









 







	 	 	 
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	 	 	Properties or restore their value or, if so agreed by the Lender, furnish additional
security in lieu thereof in such form, of such value and upon such terms and conditions as
are reasonably satisfactory to the Lender.






	9.9	 	The Mortgagor shall protect and preserve the liens constituted under this Mortgage and, upon
reasonable request of the Lender, the Mortgagor shall execute and deliver such further
instruments and perform such further acts as may be necessary and proper, in the reasonable
opinion of the Lender, to more effectively carry out the purpose of this Mortgage and to
subject to this Mortgage any property intended to be covered hereby.






	9.10	 	The Mortgagor shall not take or cause to be taken, directly or indirectly, any action as
would adversely affect its title to or interest in the Assigned Receivables or would in any
way prejudice or delay the assignment agreed herein or the Lender’s taking title to,
possession of, or interest in the Assigned Receivables.






	9.11	 	The Mortgagor and the Borrowers shall hold the Lender free from and harmless of any claims
that may be made by any party against the Lender and/or on the Assigned Rights and Assigned
Receivables in connection with, arising out of, or in any way relating to encumbrances and
liens, disclosed or otherwise, or under any law or proceeding, as well as any claims for taxes
and assessments on or against the Assigned Rights and Assigned Receivables, or of ownership or
possession of, or any other right to, the Assigned Rights and Assigned Receivables adverse to
that of the Mortgagor or the Lender.





10. Materiality of Representations, Warranties, and Covenants



All representations, warranties, and covenants of the Mortgagor and/or the Borrowers contained in
this Mortgage shall be deemed to be material and to have been relied upon by the Lender and shall
survive the execution and delivery of this Mortgage, notwithstanding the consummation of the
transaction agreed to herein.




11. Rights of Lender





	11.1	 	Upon failure of the Mortgagor to keep, observe, and perform any and all of the covenants
above, the Lender may, in conjunction with or in addition to any other remedy herein provided,
perform or cause to be performed said covenants on behalf of the Mortgagor. Any amount
advanced or expended by the Lender in performing or securing the performance of said
covenants, shall, upon billing by the Lender, be immediately reimbursed to them by the
Mortgagor, with interest thereon at the rate set forth in the Credit and Security Agreements,
computed from the date the advance is made until full payment thereof and shall, together with
the interest thereon, form part of the Secured Obligations. The Mortgagor hereby authorizes
the Lender to debit said amount advanced against any deposit of the Mortgagor with the Lender.






	11.2	 	The Mortgagor and the Borrowers hereby irrevocably name, appoint and constitute the Lender,
as their true and lawful attorney-in-fact, with full power and authority, by themselves or
through their designated nominees or authorized agents, with full power of substitution and
revocation, to take all actions deemed necessary, proper or desirable to protect the Lender’s
rights herein, including the authority to make any necessary registration, file the
appropriate action, execute




 









 







	 	 	 
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	 	 	affidavits and other documents, prepare letters and correspondences, make or collect
payments, and perform any other acts and things whatsoever, without, however, any
responsibility for its failure to do so, all for the same purposes and with the same effect
as if done by the Mortgagor and/or the Borrowers, which hereby confirms and ratifies all
acts done in conformity with the powers herein granted. All expenses incurred by the Lender
in exercising such powers shall be for the account of the Mortgagor and the Borrowers, and
shall form part of the loan obligations under the Credit and Security Agreements.






	11.3	 	No failure or delay on the part of the Lender in exercising any right, power, or remedy
accruing to it upon any breach or default of the Mortgagor or the Borrowers under this
Mortgage shall impair any such right, power or remedy nor shall it be construed as a waiver of
any such breach or default thereafter occurring, nor shall a waiver of any single breach or
default be deemed a waiver of any other breach or default theretofore or thereafter occurring,
nor shall any single or partial exercise of any such right or power preclude any other or
further exercise thereof or the exercise of any other right or power hereunder. Any waiver,
permit, consent or approval of any kind or character on the part of the Lender of any breach
of any provision or condition of this Mortgage must be in writing and shall be effective only
to the extent in such writing specifically set forth. All remedies, either under this Mortgage
or by law or otherwise afforded the Lender shall be cumulative and not alternative. No notice
to or demand on the Mortgagor or the Borrowers in any case shall entitle it to any other or
further notice or demand in similar or other circumstances.






	11.4	 	In the event that any Government entity or any person, association or body corporate duly
authorized by law to acquire property by eminent domain shall expropriate, condemn,
confiscate, seize or requisition the title to or use of any of the Mortgaged Properties, then
(i) all sums of money paid and payable to the Mortgagor on account or in consideration of any
such expropriation, condemnation, confiscation, seizure or requisition of the Mortgaged
Properties or any part thereof shall be subject to the security herein and therein created and
to provisions of this Mortgage; and (ii) all rights and benefits accruing to the Mortgagor, or
any assets given in exchange for the Mortgaged Properties so expropriated, condemned,
confiscated, seized or requisitioned shall be deemed part of the Mortgaged Properties and be
deemed covered by the Mortgage. This shall be without prejudice to (i) the obligation of the
Mortgagor to execute a Mortgage Supplement over the foregoing assets or to (ii) any other
rights and remedies that the Lender may have hereunder, under the Credit and Security
Agreements or under applicable law.





     The Mortgagor hereby agrees and undertakes not to agree to any settlement or any
compensation whatsoever in lieu of expropriation, condemnation, confiscation, seizure or
requisition of any of the Mortgaged Properties otherwise than with the prior written consent
of the Lender.



     If for any reason and notwithstanding the provisions of this Section, any such monies,
rights, benefits and/or assets are directly received by the Mortgagor during an event of
Default which is continuing, the Mortgagor shall hold or cause the same to be held for the
Lender in trust and promptly thereafter, to be disposed in accordance with this Mortgage.



12. Application of Proceeds



The Lender shall have the right and are hereby given full power and authority to apply: (i) all
proceeds of


 









 







	 	 	 
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foreclosure sale or sales on the Mortgaged Properties; and (ii) all other property which shall form
part of the Mortgaged Properties pursuant to the provisions of this Mortgage, as follows, in the
order given:





	 	 	First: To the payment of (i) all taxes, assessments, governmental charges or liens, if such
taxes, assessments, charges or liens are prior to or have priority over the lien of the
Lender established in this Mortgage; and (ii) all costs, attorney’s and sheriff’s fees and
expenses for the sale of the Mortgaged Properties and of expenses or liabilities incurred or
advances made in connection with this Mortgage or the management or administration of the
Mortgaged Properties.
	 
	 	 	Second: To the payment in full of all of the Secured Obligations, in accordance with the
terms of the Credit and Security Agreements.
	 
	 	 	Third: The balance, if any, to the Mortgagor.




In case the proceeds of any sale made under or by virtue of this Mortgage shall be insufficient to
cover all of the Secured Obligations (whether due or not yet due, or still contingent), then and in
such event, the Mortgagor shall pay the unsatisfied balance within fifteen (15) Business Days after
such sale. In case the Mortgagor fails to do so, the Lender shall have a right of action against
the Mortgagor for the same, with interest thereon as provided in the Credit and Security
Agreements, plus reimbursement for all costs, expenses and attorney’s fees that may be expended for
the purpose.




13. No Implied Waivers



No modification or waiver of any provision of this Chattel Mortgage and no consent by the Lender to
any departure by the Mortgagor therefrom, shall in any event be effective unless the same shall be
in writing, and then such waiver or consent shall be effective only in the specific instance and
for the specific purpose for which given.




14. Assignment



The Lender shall have the right, without need for any notice to or consent of the Mortgagor, to
negotiate, endorse, sell, assign, renegotiate, re-endorse, resell, and/or reassign any and all of
its rights, title, and interests in, to, and under the Credit and Security Agreements. In any and
all such cases, (i) this Mortgage shall remain in full force and effect in favor of such Lender’s
assignee and/or successor-in-interest; and (ii) the acts that may be performed by the Lender under
this Mortgage may be performed by any agent or successor agent pursuant to the Credit and Security
Agreements.



The Mortgagor and the Borrowers shall not have the right to transfer their rights or obligations
hereunder, except with the prior written consent of the Lender. In the event such consent is given,
this Mortgage shall be binding upon and shall be enforceable against their respective successors
and assigns.




15. Amendment



The Mortgagor shall remain liable under this Mortgage for as long as the Secured Obligations or any
portion thereof has not been paid and performed and notwithstanding any modification, amendment, or
novation of the Credit and Security Agreements or of any advances, drawdowns, letters of credit,
and other obligations pursuant thereto and/or any renewal, extension, or grace period respecting
the Secured


 









 







	 	 	 
	Mortgage and Assignment Agreement

	 	Page 12






Obligations or any portion thereof. The Mortgagor shall not be entitled to any notice to or consent
of any such modifications, amendments, novations, renewals, extensions, or grace periods.



16. Discharge of Mortgage



The condition of this Mortgage is such that if the Mortgagor and the Borrowers, their respective
successors and assigns shall well and truly perform or cause to be well and truly performed all of
the Secured Obligations, then this Chattel Mortgage shall cease to have force and effect; otherwise
it shall remain in full force and effect.




17. Attorney’s Fees, Other Expenses, and Taxes



Should the Lender or its assignees and/or successors-in-interest hire the services of counsel in
the enforcement of their rights and remedies by reason or on account of this Mortgage, the Lender
shall be entitled to reimbursement of attorney’s fees in the amount equal to 10% of the sum sought
to be recovered but in no case less than P100,000.00 exclusive of expenses and costs of suit which
shall likewise be for the account of the Mortgagor, in addition to all other fees, costs and
expenses of collection which Lender may incur, all of which sums shall be likewise secured by this
Mortgage in the same manner as the Secured Obligations.



The Mortgagor shall bear and pay whatever taxes or fees due on the execution and registration of,
or shall be otherwise connected with, this Mortgage.



18. Venue



The Mortgagor and the Borrowers irrevocably agree that any legal action, suit, or proceeding
arising out of or relating to this Mortgage may be instituted, at the option of the Lender, in any
competent court in Makati City, Philippines, and by execution and delivery of this Mortgage, the
Mortgagor and the Borrowers submit to and accept with regard to any such action or proceeding for
itself and in respect of their properties or assets, generally and unconditionally, the
jurisdiction of any such court. The Mortgagor and the Borrowers hereby waive any objection which
they may now or hereafter have to the laying of the venue of any such action, suit, or proceeding,
and further waive any claim that any such suit, action, or proceeding has been brought in an
inconvenient forum. The foregoing, however, shall not limit or be construed to limit the rights of
the Lender to commence proceedings or to obtain execution of judgment against the Mortgagor and/or
the Borrowers in any venue or jurisdiction where assets of the Mortgagor or the Borrowers may be
found.



19. Severability



If any one or more of the provisions contained in this Mortgage, or any document executed in
connection herewith shall be invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired.



20. Entire Agreement



This Mortgage and the documents referred to herein or executed contemporaneously herewith
constitute the entire agreement of the parties with respect to the subject matter hereof. Any
amendment to this


 









 







	 	 	 
	Mortgage and Assignment Agreement

	 	Page 13






Mortgage shall be in writing, signed by or on behalf of the parties hereto.



21. Governing Law



This Mortgage shall be governed by, and shall be construed in accordance with the laws of the
Republic of the Philippines.



22. Counterparts



This Mortgage may be executed in any number of counterparts and by different parties on separate
counterparts, each of which, when executed and delivered, shall be deemed to be an original, and
all of which, when taken together, shall constitute but one and the same agreement.



23. Notices



Any notice or other communications required or permitted to be given hereunder shall be in writing
and shall be personally delivered to the party to which such notice is to be given at its
respective address mentioned in the Credit and Security Agreements.




[END OF DOCUMENT TEXT; SIGNATURES TO FOLLOW]




 









 







	 	 	 
	Mortgage and Assignment Agreement

	 	Page 14





IN WITNESS WHEREOF:



The parties have caused this Mortgage to be signed by their respective duly authorized
representatives on this 23rd day of July 2007.




eTELECARE GLOBAL SOLUTIONS, INC.

Mortgagor




	 	 	 
	 

	 	By: /s/ J. Michael Dodson
	 

	 	Name: J. Michael Dodson
	 

	 	Title: Chief Financial Officer






CONFORME:




eTELECARE GLOBAL SOLUTIONS-US, INC.

Borrower




	 	 	 
	 

	 	By: /s/ J. Michael Dodson
	 

	 	Name: J. Michael Dodson

Title: Chief Financial Officer






eTELECARE GLOBAL SOLUTIONS-AZ, INC.

Borrowers




	 	 	 
	 

	 	By: /s/ J. Michael Dodson
	 

	 	Name: J. Michael Dodson

Title: Chief Financial Officer






Signed in the Presence of:




 









 







	 	 	 
	Mortgage and Assignment Agreement

	 	Page 15





AFFIDAVIT OF GOOD FAITH



We severally swear that the foregoing Mortgage is made for the purpose of securing the
obligations specified in the conditions thereof and for no other purposes, and that same are just
and valid obligations, and not entered into for the purpose of fraud.




eTELECARE GLOBAL SOLUTIONS, INC.




Mortgagor




	 	 	 
	 

	 	By: /s/ J. Michael Dodson
	 

	 	Name: J. Michael Dodson

Title: Chief Financial Officer






CONFORME:




eTELECARE GLOBAL SOLUTIONS-US, INC.

Borrower




	 	 	 
	 

	 	By: /s/ J. Michael Dodson
	 

	 	Name: J. Michael Dodson

Title: Chief Financial Officer






eTELECARE GLOBAL SOLUTIONS-AZ, INC.

Borrowers




	 	 	 
	 

	 	By: /s/ J. Michael Dodson
	 

	 	Name: J. Michael Dodson

Title: Chief Financial Officer






 









 







	 	 	 
	Mortgage and Assignment Agreement

	 	Page 16






     WELLS FARGO BANK, NATIONAL ASSOCIATION.


Lender




	 	 	 
	 

	 	By: /s/ Timothy Dillingham
	 

	 	Name: Timothy Dillingham

Title: Vice President






 









 







	 	 	 
	Mortgage and Assignment Agreement

	 	Page 17







ACKNOWLEDGMENT



                                                            )

                                                            )




     BEFORE
ME, a Notary Public for and in the above jurisdiction this
___ day of ___ 2007
personally appeared the following individuals, representing the respective corporations indicated
below their names:



Name                     
CTC No.                     Date and Place of Issue




personally known to me and by me known to be the same persons who executed the foregoing Mortgage
and Assignment Agreement consisting of ___ pages, including the Affidavit of Good Faith and
this Acknowledgment Page, all of which were signed by them and their instrumental witnesses on the
signature pages and initialed by them on each and every other pages, and they acknowledged to me
that the same is their own and voluntary act and deed as well as that of the corporations
represented herein.



     WITNESS MY HAND AND NOTARIAL SEAL on the date and at the place above written.



	 	 	 
	 

	 	Notary Public






Doc. No.

Page No.

Book No.

Series of 2007.